0001104659-23-035584 | 10-K | XBRL Viewer

Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2022	Mar. 17, 2023	Jun. 30, 2022
Document and Entity Information
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Document Transition Report	false
Entity File Number	001-37467
Entity Registrant Name	Astria Therapeutics, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	26-3687168
Entity Address, Address Line One	75 State Street
Entity Address, Address Line Two	Suite 1400
Entity Address, City or Town	Boston
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02109
City Area Code	617
Local Phone Number	349-1971
Title of 12(b) Security	Common Stock, $0.001 par value per share
Trading Symbol	ATXS
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Public Float			$ 25,558,020
Entity Common Stock, Shares Outstanding		27,986,718
Entity Central Index Key	0001454789
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Amendment Flag	false
ICFR Auditor Attestation Flag	false
Auditor Name	Ernst & Young LLP
Auditor Firm ID	42
Auditor Location	Boston, Massachusetts

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 20,525	$ 86,508
Short-term investments	205,912	39,000
Prepaid expenses and other current assets	1,253	1,567
Total current assets	227,690	127,075
Right-of-use asset	948	394
Other assets	1,995	45
Total assets	230,633	127,514
Current liabilities:
Accounts payable	788	1,557
Accrued expenses	7,690	3,281
Current portion of operating lease liabilities	582	365
Total current liabilities	9,060	5,203
Long term portion of operating lease liabilities	357
Total liabilities	9,417	5,203
Commitments
Stockholders' equity:
Preferred stock
Common stock, $0.001 par value per share, 150,000,000 shares authorized; 27,501,340 and 13,016,955 shares issued and outstanding at December 31, 2022 and December 31, 2021, respectively	28	13
Additional paid-in capital	632,512	481,709
Accumulated other comprehensive loss	(79)
Accumulated deficit	(507,643)	(455,809)
Total stockholders' equity	221,216	122,311
Total liabilities and stockholders' equity	230,633	127,514
Series X Redeemable Convertible Preferred Stock [Member]
Stockholders' equity:
Preferred stock	$ 96,398	$ 96,398

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Operating expenses:
Research and development	$ 34,264	$ 15,552
General and administrative	19,239	14,807
Acquired in-process research and development		164,617
Total operating expenses	53,503	194,976
Loss from operations	(53,503)	(194,976)
Other income (expense):
Interest and investment income	1,724	122
Other expense, net	(55)	(58)
Total other income, net	1,669	64
Net loss	(51,834)	(194,912)
Dividend on convertible preferred stock related to beneficial conversion feature and issuance costs		(24,437)
Net loss attributable to common shareholders	$ (51,834)	$ (219,349)
Net loss per share attributable to common shareholders - basic	$ (3.55)	$ (24.58)
Net loss per share attributable to common shareholders - diluted	$ (3.55)	$ (24.58)
Weighted-average common shares outstanding used in net loss per share - basic	14,620,618	8,925,173
Weighted-average common shares outstanding used in net loss per share - diluted	14,620,618	8,925,173

Consolidated Statements Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Consolidated Statements Comprehensive Loss
Net loss	$ (51,834)	$ (194,912)
Other comprehensive loss:
Unrealized loss on short-term investments, net of tax of $0	(79)
Total other comprehensive loss:	(79)
Comprehensive loss	$ (51,913)	$ (194,912)

- Definition

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

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+ Details

Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	Common stock [Member] Series X Preferred Stock	Common stock [Member]	Additional paid-in capital	Accumulated deficit	Accumulated other comprehensive loss	Series X Preferred Stock	Total
Mezzanine equity, beginning balance at Dec. 31, 2020						$ 0
Mezzanine equity, beginning balance (in shares) at Dec. 31, 2020						0
Series X redeemable convertible preferred stock
Issuance of preferred stock in a private offering of public equity, net of issuance costs						$ 84,696
Issuance of preferred stock in a private offering of public equity, net of issuance costs (in shares)						35,573
Issuance of common stock upon the conversion of preferred stock	$ (168,920)	$ 9	$ 168,911
Issuance of common stock upon the conversion of preferred stock (in shares)	(54,622)	9,103,664
Issuance of preferred stock and common stock upon acquisition of Quellis						$ (156,185)
Issuance of preferred stock and common stock upon acquisition of Quellis (in shares)						50,504
Reclassification of preferred stock to permanent equity						$ (240,881)
Beginning balance at Dec. 31, 2020	$ 0	$ 4	301,562	$ (260,897)	$ 0		$ 40,669
Beginning balance (in shares) at Dec. 31, 2020	0	3,347,386
Increase (Decrease) in Shareholders' Equity
Issuance of preferred stock in a private offering of public equity, net of issuance costs			19,565				19,565
Issuance of preferred stock and common stock upon acquisition of Quellis			8,098				8,098
Issuance of preferred stock and common stock upon acquisition of Quellis (in shares)		555,444
Reclassification of preferred stock to permanent equity	$ 240,881						240,881
Reclassification of preferred stock to permanent equity (in shares)	86,077
Issuance of common stock upon the conversion of preferred stock	$ (168,920)	$ 9	168,911
Accretion of preferred stock discount	24,437		(24,437)
Reclassification of equity classified warrants			3,468				3,468
Proceeds from exercises of options			23				23
Issuance of common stock upon exercise of options (in shares)		10,470
Expense related to warrants inherited in acquisition of Quellis			1,157				1,157
Stock-based compensation expense			3,362				3,362
Fractional shares eliminated pursuant to reverse stock split		(9)
Net loss				(194,912)			(194,912)
Ending balance at Dec. 31, 2021	$ 96,398	$ 13	481,709	(455,809)			122,311
Ending balance (in shares) at Dec. 31, 2021	31,455	13,016,955
Series X redeemable convertible preferred stock
Reclassification of preferred stock to permanent equity (in shares)						(86,077)
Issuance of common stock upon the conversion of preferred stock (in shares)						9,103,664
Increase (Decrease) in Shareholders' Equity
Issuance of common stock for at-the-market offerings, net of issuance costs		$ 4	36,987				36,991
Issuance of common stock for at-the-market offerings, net of issuance costs (in shares)		4,012,003
Proceeds from exercises of options		$ 1	84				85
Issuance of common stock upon exercise of options (in shares)		27,332
Expense related to warrants inherited in acquisition of Quellis			1,542				1,542
Issuance of common stock pursuant to an Underwriting Agreement, net of underwriter's discount and issuance costs		$ 10	107,636				107,646
Issuance of common stock pursuant to an Underwriting Agreement, net of underwriter's discount and issuance costs (in shares)		10,445,050
Stock-based compensation expense			4,554				4,554
Unrealized loss on short-term investments					(79,000)		(79)
Net loss				(51,834)			(51,834)
Ending balance at Dec. 31, 2022	$ 96,398	$ 28	$ 632,512	$ (507,643)	$ (79,000)		$ 221,216
Ending balance (in shares) at Dec. 31, 2022	31,455	27,501,340

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Operating activities
Net loss	$ (51,834)	$ (194,912)
Reconciliation of net loss to net cash used in operating activities:
Non-cash portion of acquired in-process research and development		164,612
Stock-based compensation expense	4,554	3,362
Expense on warrants inherited in acquisition of Quellis	1,542	71
Right-of-use asset- operating lease	(554)	572
Other non-cash items	112	21
Changes in assets and liabilities:
Prepaid expenses and other assets	(1,568)	85
Lease liability - operating lease	574	(681)
Accounts payable	(766)	(1,965)
Accrued expenses	4,407	(1,316)
Net cash used in operating activities	(43,533)	(30,151)
Investing activities
Purchases of short-term investments	(396,064)	(78,000)
Sales and maturities of short-term investments	229,026	59,000
Cash acquired in acquisition of Quellis		6,466
Purchases of property and equipment	(91)	(21)
Net cash used in investing activities	(167,129)	(12,555)
Financing activities
Proceeds from public offering, net of underwritting discounts and issuance costs	107,646	104,261
Proceeds from at-the-market offering, net of issuance costs	36,991
Proceeds from exercise of stock options	84	23
Net cash provided by financing activities	144,721	104,284
Net (decrease) increase in cash, cash equivalents and restricted cash	(65,941)	61,578
Cash, cash equivalents and restricted cash, beginning of period	86,629	25,051
Cash, cash equivalents and restricted cash, end of period	20,688	86,629
Supplemental disclosure of non-cash investing and financing activities:
Operating lease right-of-use assets obtained in exchange for operating lease liabilities	1,268
Supplemental disclosure of non-cash transactions:
Conversion of Series X Preferred Stock into common stock		168,920
Non-cash dividend on convertible preferred stock		24,437
Reclassification of warrant liability to additional paid-in capital		$ 3,468
Public offering issuance costs in accrued expenses	$ 100

Organization and Operations

12 Months Ended

Dec. 31, 2022

Organization and Operations

Organization and Operations

1. Organization and Operations

The Company

Astria Therapeutics, Inc. (the “Company”), formerly known as Catabasis Pharmaceuticals, Inc., is a biopharmaceutical company focused on the discovery, development and commercialization of novel therapeutics. Its mission is to bring hope with life-changing therapies to patients and families that are affected by rare and niche allergic and immunological diseases. On October 26, 2020, the Company announced that the Phase 3 PolarisDMD trial of the Company’s previous lead product candidate, edasalonexent, for the treatment of Duchenne Muscular Dystrophy did not meet its primary and secondary endpoints. Based on these results, the Company announced that it was stopping activities related to the development of edasalonexent, including the Company’s ongoing open-label extension trial. On January 28, 2021, the Company acquired Quellis Biosciences, Inc. (“Quellis”). The Company’s lead product candidate, which was acquired in the Quellis acquisition, is STAR-0215, a monoclonal antibody inhibitor of plasma kallikrein in clinical development for the treatment of hereditary angioedema (“HAE”), a rare, debilitating and potentially life-threatening disease. The Company was incorporated in the State of Delaware on June 26, 2008.

Reverse Stock Split

On August 19, 2021, the Company effected a reverse stock split of its outstanding shares of common stock at a ratio of one-for-six (1:6) pursuant to a Certificate of Amendment to its Certificate of Incorporation filed with the Secretary of State of the State of Delaware. Pursuant to the reverse stock split, every six shares of the Company’s issued and outstanding shares of common stock were automatically combined into one issued and outstanding share of common stock, without any change in the par value per share of the common stock. Amounts of common stock resulting from the reverse stock split were rounded down to the nearest whole share and any resulting fractional shares were cancelled for cash. The number of authorized shares of the Company’s common stock remained unchanged. The reverse stock split affected all issued and outstanding shares of the Company’s common stock, and the respective numbers of shares of common stock underlying the Company’s outstanding Series X Preferred Stock, outstanding stock options, outstanding warrants and the Company’s equity incentive plans were proportionately adjusted. All share and per share amounts of the common stock included in the accompanying consolidated financial statements have been retrospectively adjusted to give effect to the reverse stock split for all periods presented, including reclassifying an amount equal to the reduction in par value to additional paid-in capital.

Agreement and Plan of Merger

On January 28, 2021, the Company acquired Quellis (the “Quellis Acquisition”). Under the terms of that certain agreement and plan of merger, dated January 28, 2021 (the “Merger Agreement”), the Company issued to the stockholders of Quellis 555,444 shares of the Company’s common stock, par value $0.001 per share, and 50,504 shares of newly designated Series X redeemable convertible preferred stock (“Series X Preferred Stock”) (as described below). The Series X Preferred Stock had a conversion value on the closing date of $122.7 million. In addition, the Company assumed options granted under the Quellis stock option plan, which became options to purchase 55,414 shares of the Company’s common stock, a warrant to purchase 2,805 shares of Series X Preferred Stock at an exercise price of $341.70 per share, and a warrant to purchase 30,856 shares of the Company’s common stock at an exercise price of $2.10 per share, which warrants are exercisable until December 14, 2030. Upon stockholder approval of the Conversion Proposal (as defined below) on June 2, 2021, the warrant to purchase Series X Preferred Stock was converted into the right to purchase 467,500 shares of the Company’s common stock, at a per share exercise price of $2.10 per share.

Stock Purchase Agreement and Series X Preferred Stock

Concurrent with the Quellis Acquisition, the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) with certain institutional and accredited investors. Pursuant to the Purchase Agreement, the Company sold an aggregate of 35,573 shares of Series X Preferred Stock for gross proceeds of approximately $110.0 million, and net proceeds of $104.3 million (the “February 2021 Financing”). Each share of Series X Preferred Stock is convertible into 166.67 shares of common stock. In accounting for the Purchase Agreement, the Company recorded a beneficial conversion feature of $19.6 million and issuance costs of $5.7 million. The combined total was treated as a discount to the value of Series X Preferred Stock, See Note 2 – “Summary of Significant Accounting Policies” for further discussion.

As a result of the Quellis Acquisition and the February 2021 Financing, the Company issued the following Series X Preferred Stock or warrants to purchase Series X Preferred Stock:


	Series X
	Preferred	Common Stock
	Stock at	Issuable Upon
	Transaction	Conversion at
	Date	Transaction Date
Shares issued in merger	50,504	8,417,502
Shares issued in February 2021 Financing	35,573	5,928,952
Warrant assumed in merger	2,805	467,500
Total	88,882	14,813,954

At its 2021 Annual Meeting of Stockholders on June 2, 2021, the Company’s stockholders approved the conversion of the Company’s Series X Preferred Stock into shares of the Company’s common stock in accordance with Nasdaq Listing Rule 5635(a) (the “Conversion Proposal”). Following stockholder approval of the Conversion Proposal, each share of Series X Preferred Stock then outstanding automatically converted into 166.67 shares of the Company’s common stock, subject to certain beneficial ownership limitations, including that a holder of Series X Preferred Stock is prohibited from converting shares of Series X Preferred Stock into shares of the Company’s common stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than a specified percentage (as of December 31, 2022, these percentages are set at 4.99% to 9.99% and can be adjusted by the holder to a number between 4.99% and 19.99%) of the total number of shares of the Company’s common stock issued and outstanding immediately after giving effect to such conversion. As of December 31, 2022, 54,622 shares of Series X Preferred Stock were converted into 9,103,664 shares of common stock and 31,455 shares of Series X Preferred Stock remained outstanding. Each share of Series X Preferred Stock is convertible into 166.67 shares of common stock. At December 31, 2022, the number of shares of common stock issuable upon conversion of the remaining outstanding shares of Series X Preferred Stock is 5,242,501. Outstanding shares of Series X Preferred Stock are subject to conversion at the option of the holder.

Holders of Series X Preferred Stock are entitled to receive dividends, subject to certain beneficial ownership limitations, on shares of Series X Preferred Stock equal, on an as-if-converted-to-common-stock basis, and in the same form as dividends actually paid on shares of the Company’s common stock. Except as otherwise required by law, the Series X Preferred Stock does not have voting rights. However, as long as any shares of Series X Preferred Stock are outstanding, the Company may not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Series X Preferred Stock, (i) alter or change adversely the powers, preferences or rights given to the Series X Preferred Stock or alter or amend the Certificate of Designation that authorized the Series X Preferred Stock, amend or repeal any provision of, or add any provision to, the Company’s Certificate of Incorporation or bylaws, or file any articles of amendment, certificate of designations, preferences, limitations and relative rights of any series of preferred stock, if such action would adversely alter or change the preferences, rights, privileges or powers of, or restrictions provided for the benefit of the Series X Preferred Stock, (ii) issue further shares of Series X Preferred Stock or increase or decrease (other than by conversion) the number of authorized shares of Series X Preferred Stock, or (iii) enter into any agreement with respect to any of the foregoing.

December 2022 Financing

On December 15, 2022, the Company entered into an underwriting agreement with Jefferies LLC and Evercore Group LLC, representatives of several underwriters (the “Underwriters”), relating to an underwritten public offering (the “December 2022 Financing”) of 9,082,653 shares (the “Shares) of common stock at a public offering price of $11.01 per share. The underwriters were also granted a 30-day option to purchase up to an additional 1,362,397 shares of common stock (the “Additional Shares”) on the same terms and conditions as the Shares. The Underwriters elected to purchase the full amount of the Additional Shares on December 19, 2022 for a total amount of shares issued of 10,445,050. This resulted in gross proceeds of $115.0 million, and net proceeds of $107.6 million. The December 2022 Financing included 2,270,663 shares issued to related parties.

Liquidity

The Company has entered into various sales agreements with Cowen and Company LLC (“Cowen”), pursuant to which the Company could issue and sell shares of common stock under at-the-market offering programs. On May 20, 2021, the Company terminated its sales agreement with Cowen. On June 30, 2021, the Company entered into an Open Market Sale Agreement^SM with Jefferies LLC (“Jefferies”), pursuant to which the Company can issue and sell shares of common stock of up to $25.0 million under at-the-market offering programs (the “Jefferies ATM Program” and together with the Cowen at-the-market offering program, the “ATM Programs”). On September 15, 2022, the Jefferies ATM Program was modified to increase the amount of the Company’s common stock that may be offered thereunder to an aggregate offering price of up to $50.0 million. The Company pays the sales agent commissions of 3% of the gross proceeds from any common stock sold through the ATM Programs. On multiple dates from August 2022 through November 2022, the Company sold an aggregate of 4,012,003 shares of common stock under the Jefferies ATM Program for gross proceeds of $38.2 million and net proceeds of $37.0 million. On November 10, 2022, the Jefferies ATM Program was once again modified to increase the amount of the common stock that may be offered thereunder to an aggregate offering price of up to $50.0 million. As of December 31, 2022, $50.0 million of common stock remains available for sale under the Jefferies ATM Program. There was no activity from the ATM Programs during the year ended December 31, 2021.

As of December 31, 2022, the Company had an accumulated deficit of $507.6 million and had available cash, cash equivalents and short-term investments $226.4 million. The Company estimates its existing cash, cash equivalents, and short-term investments are sufficient to sustain operations for at least twelve months from the issuance of these consolidated financial statements. The Company has been primarily involved with research and development activities and has incurred operating losses and negative cash flows from operations since its inception. The Company has not generated any product revenues and has financed its operations primarily through public offerings and private placements of its equity securities. There can be no assurance that the Company will be able to obtain additional debt, equity or other financing or generate product revenue or revenues from collaborative partners, on terms acceptable to the Company, on a timely basis or at all. The failure of the Company to obtain sufficient funds on acceptable terms when needed could have a material adverse effect on the Company’s business, results of operations, and financial condition.

The Company is subject to a number of risks similar to other life science companies, including, but not limited to, successful discovery and development of its drug candidates, raising additional capital, development by its competitors of new technological innovations, protection of proprietary technology and regulatory approval and market acceptance of the Company’s products. The Company has been primarily involved with research and development activities and has incurred operating losses and negative cash flows from operations since its inception. The Company anticipates that it will continue to incur significant operating losses for the next several years as it continues to develop its product candidates.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Astria Securities Corporation and Quellis Biosciences, LLC, successor in interest to Quellis. All intercompany balances and transactions have been eliminated in consolidation. These consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and include all adjustments necessary for the fair presentation of the Company’s financial position for the periods presented.

Use of Estimates

The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from such estimates.

The Company utilizes certain estimates to record expenses relating to research and development contracts. These contract estimates, which are primarily related to the length of service of each contract and the amount of service provided as of each measurement date, are determined by the Company based on input from internal project management, as well as from service providers.

Off-Balance Sheet Risk

The Company has no off-balance sheet risk, such as foreign exchange contracts, option contracts or other foreign hedging arrangements.

Concentrations of Credit Risk and Significant Suppliers

Financial instruments that subject the Company to credit risk primarily consist of cash, cash equivalents, short-term investments and restricted cash. The primary objectives for the Company’s investment portfolio are the preservation of capital and the maintenance of liquidity. The Company's investment policy includes guidelines on the quality of the institutions and financial instruments and defines allowable investments that the Company believes minimizes the exposure to concentration of credit risk.

The Company is dependent on third-party manufacturers to supply products for research and development activities in its programs. In particular, the Company relies and expects to continue to rely on a small number of manufacturers to supply it with its requirements for the active pharmaceutical ingredients, other raw materials and formulated drugs related to these programs. These programs could be adversely affected by a significant interruption in the supply of active pharmaceutical ingredients, other raw materials and formulated drugs.

Cash and Cash Equivalents and Restricted Cash

The reconciliation of cash, cash equivalents and restricted cash reported within the applicable balance sheet that sum to the total of the same such amount shown in the statement of cash flows is as follows (in thousands):

Cash and Cash Equivalents Reconciliation


	December 31,
	2022		2021
Cash and cash equivalents	$	20,525	$	86,508
Restricted cash (1)		163		121
Total	$	20,688	$	86,629

(1)Included as a component of other long-term assets at December 31, 2022 and prepaid expenses and other current assets and at December 31, 2021.

Short-Term Investments

The Company classifies all corporate debt securities with a remaining maturity of greater than three months and reverse repurchase agreements with a remaining maturity of greater than one business day at the time of purchase as short-term investments. Short-term investments are recorded at fair value, with the unrealized gains and losses reported in other comprehensive loss. The amortized cost of debt securities is adjusted for the amortization of premiums and accretion of discounts to maturity. Such amortization is included in interest and investment income. Realized gains and losses, interest, dividends and declines in value judged to be other-than-temporary are included in interest and investment income.

The cost of securities sold is based on the specific identification method for purposes of recording realized gains and losses. To determine whether an other-than-temporary impairment exists, the Company considers whether it has the ability and intent to hold the investment until a market price recovery, and whether evidence indicating the recoverability of the cost of the investment outweighs evidence to the contrary.

Fair Value of Financial Instruments

The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels as follows: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and Level 3 inputs are unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

The carrying amounts reflected in the balance sheets for cash equivalents, restricted cash, prepaid expenses and other current assets, accounts payable and accrued expenses approximate their fair values at December 31, 2022 and 2021, due to their short-term nature. There have been no changes to the valuation methods during the years ended December 31, 2022 and 2021. The Company evaluates transfers between levels at the end of each reporting period. There were no transfers of assets or liabilities between levels during the years ended December 31, 2022 and 2021.

The Company’s investment portfolio may include fixed income securities that do not always trade on a daily basis. As a result, the pricing services used by the Company apply other available information as applicable through processes such as benchmark yields, benchmarking of like securities, sector groupings and matrix pricing to prepare valuations. The Company validates the prices provided by its third party pricing services by obtaining market values from other pricing sources and analyzing pricing data in certain instances. The Company also invests in certain reverse repurchase agreements which are collateralized by deposits in the form of United States Government Securities and Obligations for an amount no less than 102% of their value. The Company does not record an asset or liability for the collateral as the Company is not permitted to sell or re-pledge the collateral. The collateral has at least the prevailing credit rating of United States Government Treasuries and Agencies. The Company utilizes a third party custodian to manage the exchange of funds and ensure that collateral received is maintained at 102% of the value of the reverse repurchase agreements on a daily basis.

The Company accounted for warrants to purchase its stock pursuant to Accounting Standards Codification (“ASC”) Topic 470, Debt, and ASC Topic 480, Distinguishing Liabilities from Equity, and classifies warrants for common stock and preferred stock as liabilities or equity. The warrants classified as liabilities are reported at their estimated fair value and any changes in fair value are reflected in research and development expense. The warrants classified as equity are reported at their estimated fair value with no subsequent remeasurement.

Impairment of Long-Lived Assets

The Company continually evaluates whether events or circumstances have occurred that indicate that the estimated remaining useful life of its long-lived assets may warrant revision or that the carrying value of these assets may be impaired. The Company has not recognized any significant impairment charges from inception through December 31, 2022.

Research and Development Costs and Accruals

Research and development costs are expensed as incurred. Research and development costs include salaries and personnel-related costs, stock-based compensation, consulting fees, fees paid for contract research services, the costs of laboratory equipment and facilities and other external costs. Nonrefundable advance payments for goods or services to be received in the future for use in research and development activities are deferred. The deferred amounts are expensed as the related goods are delivered or the services are performed.

The Company records accruals for estimated ongoing research and development costs. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the clinical trial, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates are made in determining the accrued balances at the end of any reporting period. Actual results could differ from the Company’s estimates. The Company’s historical accrual estimates have not been materially different from the actual costs.

Stock-Based Compensation

The Company accounts for its stock-based compensation awards in accordance with ASC Topic 718, Compensation—Stock Compensation (“ASC 718”). ASC 718 requires all share-based payments to employees, including grants of employee stock options, to be recognized in the statements of operations based on their grant date fair values. For granted stock options, the Company estimates the grant date fair value of each option award using the Black-Scholes option-pricing model. The use of the Black-Scholes option-pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the Company’s common stock consistent with the expected term of the option, risk-free interest rates and expected dividend yields of the Company’s common stock.

For awards subject to service-based vesting conditions, the Company recognizes stock-based compensation expense equal to the grant date fair value of stock options on a straight-line basis over the requisite service period.

The Company expenses restricted stock awards based on the fair value of the award on a straight-line basis over the associated service period of the award.

During the years ended December 31, 2022 and 2021, the Company recorded stock-based compensation expense for employee and non-employee stock options and restricted stock, which was allocated as follows in the statements of operations (in thousands):

Stock-Based Compensation


	Year Ended December 31,
	2022		2021
Research and development	$	1,318	$	1,131
General and administrative		3,236		2,230
Total	$	4,554	$	3,361

No related tax benefits were recognized for the years ended December 31, 2022 and 2021.

Net Loss Per Share

Basic net loss per share attributable to common stockholders is calculated by dividing net loss attributable to common stockholders by the weighted average shares outstanding during the period, without consideration for common stock equivalents. Diluted net loss per share attributable to common stockholders is calculated by adjusting weighted average shares outstanding for the dilutive effect of common stock equivalents outstanding for the period, determined using the treasury-stock method. For purposes of the Company’s dilutive net loss per share attributable to common stockholders calculation, stock options and warrants to purchase the Company’s common stock were considered to be common stock equivalents but were excluded from the calculation of diluted net loss per share attributable to common stockholders, as their effect would be anti-dilutive; therefore, basic and diluted net loss per share attributable to common stockholders were the same for all periods presented.

The following common stock equivalents 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:

Net Loss Per Share


	Year Ended December 31,
	2022	2021
Series X Preferred Stock	5,242,501	5,242,501
Stock options	2,253,431	1,346,733
Common stock warrants	1,530,176	1,530,380
	9,026,108	8,119,614

Income Taxes

The Company provides deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the Company’s financial statement carrying amounts and the tax basis of assets and liabilities using enacted tax rates expected to be in effect in the years in which the differences are expected to reverse. A valuation allowance is provided to reduce the deferred tax assets to the amount that will more likely than not be realized.

The Company accounts for uncertain tax positions in accordance with the provisions of ASC Topic 740, Expenses—Income Taxes. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The Company did not have any uncertain tax positions for any periods presented.

The Company assesses the impact of various tax reform proposals and modifications to existing tax treaties in all jurisdictions where it has operations to determine the potential effect on its business and any assumptions the Company has made about its future taxable income. The Company cannot predict whether any specific proposals will be enacted, the terms of any such proposals or what effect, if any, such proposals would have on its business if they were to be enacted. Beginning in 2022, the Tax Cuts and Jobs Act of 2017 eliminates the currently available option to deduct research and development expenditures and requires taxpayers to amortize them over five years. The U.S. Congress is considering legislation that would defer the amortization requirement to future periods, however, the Company has no assurance that the provision will be repealed or otherwise modified.

Segment Information

Operating segments are identified as components of an enterprise for which separate discrete financial information is available for evaluation by the chief operating decision maker, the Company’s chief executive officer, in making decisions on how to allocate resources and assess performance. The Company views its operations and manages its business in one operating segment. The Company operates in one geographic segment.

Comprehensive Loss

Comprehensive loss includes net loss as well as other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders. Other comprehensive loss for all periods presented consists solely of unrealized gains (losses) on available-for-sale securities.

Leases

The Company determines if an arrangement is a lease at inception. Leases that are economically similar to the purchase of assets are generally classified as finance leases; otherwise the leases are classified as operating leases. The Company has elected not to recognize leases with an original term of one year or less on the balance sheet. Options to renew a lease are not included in the Company’s assessment unless there is reasonable certainty that the Company will renew. Leases with a term greater than one year are recognized on the balance sheet as right-of-use (“ROU”) assets, current portion of lease obligations, and long-term lease obligations. The Company does not currently hold any financing leases.

ROU lease assets represent the Company’s right to use an underlying asset for the lease term and lease obligations represent the Company’s obligation to make lease payments arising from the lease. Operating ROU lease assets and obligations are recognized at the commencement date based on the present value of lease payments over the lease term. However, certain adjustments to the ROU asset may be required for items such as incentives received. The Company has elected as an accounting policy to combine lease and non- lease components, such as common area maintenance, for all classes of underlying assets. As the Company’s facility leases do not provide an implicit interest rate, the Company uses its estimated incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment at the commencement date. To estimate its incremental borrowing rate, a credit rating applicable to the Company is estimated using synthetic credit rating analysis since the Company does not currently have a rating agency-based credit rating.

The Company’s ROU lease assets also include any lease payments made and excludes lease incentives. The Company would recognize facility leases that include options to terminate the lease that would affect the lease period when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments under facility leases are recognized on a straight-line basis over the lease term.

Acquired In-Process Research and Development

The Company measures and recognizes asset acquisitions that are not deemed to be business combinations based on the cost to acquire the assets, which includes transaction costs. Goodwill is not recognized in asset acquisitions. In an asset acquisition, the cost allocated to acquire in-process research and development (“IPR&D”) with no alternative future use is charged to expense at the acquisition date. Refer to Note 3, “Acquisition of Quellis” for a more detailed description of the accounting policy utilized for the recent asset acquisition.

Preferred Stock Discount

As discussed above, in February 2021, the Company issued Series X Preferred Stock in a private placement transaction. It was determined that this transaction resulted in recognition of a beneficial conversion feature, which was valued based on the difference between the price of the shares of common stock on the date of commitment and the conversion price on the closing date, resulting in a total value of $19.6 million. Additionally, the Company incurred total issuance costs of $5.7 million related to the private placement. Both of these features were recorded as a discount on Series X Preferred Stock recognized at the close of the transaction. These features are analogous to preferred dividends and are recorded as a non-cash return to holders of Series X Preferred Stock through additional paid in capital. The discount related to the beneficial conversion feature is recognized through the earliest possible date of conversion, which occurred upon the stockholder approval of the conversion in June 2021. The issuance costs are recognized as a dividend at the time of conversion to common shares. As of December 31, 2022, $24.4 million of the above amounts were accounted for as a non-cash dividend related to shares of Series X Preferred Stock, and $0.9 million remained to be recognized upon future conversion.

Financing Costs

Costs incurred in connection with the issuance of equity units and shares are recorded as a reduction of proceeds to the equity carrying value. The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process financings as deferred offering costs until such financings are consummated. After consummation of the financing, these costs are recorded as a reduction of the proceeds received from the financing. If a planned financing is abandoned, the deferred offering costs are expensed immediately as a charge to operating expenses in the consolidated statement of operations and comprehensive loss. There were no deferred offering costs on the Company’s consolidated balance sheet at December 31, 2022 and December 31, 2021.

Recent Accounting Pronouncements - Not Yet Adopted

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption.

In June 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments-Credit Losses (Topic 326). This standard requires a financial asset to be presented at amortized cost basis at the net amount expected to be collected. It also requires that credit losses relating to available-for-sale debt securities should be recorded through an allowance for credit losses. In November 2019, the FASB issued an amendment making this ASU effective for annual reporting periods beginning after December 15, 2022 for smaller reporting companies. Early adoption is permitted. The Company plans to adopt ASU 2016-13, effective January 1, 2023, and does not anticipate that this will have a material impact on our consolidated financial statements.

In August 2020, the FASB issued ASU No. 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”), which reduces the number of accounting models for convertible debt instruments and convertible preferred stock as well as amends the derivatives scope exception for contracts in an entity’s own equity. ASU 2020-06 is effective for the Company on January 1, 2024, with early adoption permitted.

The Company is currently evaluating the potential impact that ASU 2020-06 may have on its consolidated financial statements and related disclosures.

Fair Value Measurements

12 Months Ended

Dec. 31, 2022

Fair Value Measurements

Fair Value Measurements

4. Fair Value Measurements

The following tables present information about the Company’s financial assets and liabilities that have been measured at fair value and indicates the fair value hierarchy of the valuation inputs utilized to determine such fair value. During the years ended December 31, 2022 and 2021, there were no transfers between Level 1, Level 2 and Level 3.

Below is a summary of assets and liabilities measured at fair value on a recurring basis (in thousands):


	As of December 31, 2022
	Quoted Prices		Significant		Significant
	in Active		Observable		Unobservable
	Markets		Inputs		Inputs
	(Level 1)		(Level 2)		(Level 3)		Total
Assets:
Cash and cash equivalents:
Money market funds	$	1,944	$	—	$	—	$	1,944
Short term investments
Corporate debt securities		—		16,445		—		16,445
Yankee securities		—		1,999		—		1,999
Bonds		—		2,988		—		2,988
Treasury bill		5,980		—		—		5,980
Reverse repurchase agreements		—		178,500		—		178,500
Total	$	7,924	$	199,932	$	—	$	207,856


	As of December 31, 2021
	Quoted Prices		Significant		Significant
	in Active		Observable		Unobservable
	Markets		Inputs		Inputs
	(Level 1)		(Level 2)		(Level 3)		Total
Assets:
Cash equivalents:
Money market funds	$	1,853	$	—	$	—	$	1,853
Short-term investments:
Reverse repurchase agreements		—		39,000		—		39,000
Total	$	1,853	$	39,000	$	—	$	40,853

At December 31, 2022 and 2021, cash equivalents approximated their fair value due to their short-term nature.

In connection with the Quellis Acquisition, the Company issued a warrant to purchase 2,805 shares of Series X Preferred Stock at an exercise price of $341.70 per share. Upon stockholder approval of the Conversion Proposal, and reflecting the reverse stock split, the warrant became a warrant to purchase 467,500 shares of common stock at a purchase price of $2.10. This was originally accounted for as a liability until stockholder approval of the Conversion Proposal on June 2, 2021, at which point the warrant was reclassified to permanent equity. The warrant liability was valued based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The Company estimated the fair value of the warrant liability using Black-Scholes option-pricing models and assumptions that are based on the individual characteristics of the warrants on the valuation date, as well as assumptions including the fair value per share of the underlying security, the remaining contractual term of the warrant, risk-free interest rate, expected dividend yield and expected volatility of the price of the underlying security (in thousands).


	December 31, 2021
Balance at beginning of year	$	—
Issuance of warrants		4,332
(Decrease) increase in the fair value of the warrants		(864)
Reclassification of warrant liability to additional paid in-capital		(3,468)
Ending balance	$	—

The fair value of the warrants was based on the following assumptions:


	Year Ended December 31,
	2021
Weighted-average expected volatility	89.1-89.3	%
Expected term (in years)	9.54-9.88
Risk-free interest rate	1.064-1.725	%
Expected dividend yield	0	%

- Definition

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

+ References + Details

Short-Term Investments

12 Months Ended

Dec. 31, 2022

Short-Term Investments

Short-Term Investments

5. Short-Term Investments

The following tables summarize the short-term investments held at December 31, 2022 and 2021 (in thousands):


			Gross Unrealized		Gross Unrealized
	Amortized Cost		Gains		Losses		Fair Value
December 31, 2022
Corporate debt securities	$	16,508	$	—	$	(63)	$	16,445
Treasury Bills		5,983		—		(3)		5,980
Yankee securities		2,000		—		(1)		1,999
U.S. agency bonds		3,000		—		(12)		2,988
Reverse repurchase agreements		178,500		—		—		178,500
Total	$	205,991	$	—	$	(79)	$	205,912


			Gross Unrealized		Gross Unrealized
	Amortized Cost		Gains		Losses		Fair Value
December 31, 2021
Reverse repurchase agreements	$	39,000	$	—	$	—	$	39,000
Total	$	39,000	$	—	$	—	$	39,000

The contractual maturities of all short-term investments held at December 31, 2022 and December 31, 2021 were one year or less. There were 16 short-term investments in an unrealized loss position at December 31, 2022 with an aggregate value of $25.6 million. These investments were in a loss position for less than 12 months and the Company considered the loss to be temporary in nature. The Company considered the decline in market value for these securities to be primarily attributable to economic and market conditions. As of December 31, 2022, the Company did not intend to sell, and it was not likely that the Company would be required to sell, the investments that were in an unrealized loss position before recovery of their amortized cost basis. Accordingly, the Company did not recognize any other-than-temporary impairments related to its short-term investments in an unrealized loss position. There were no short-term investments in an unrealized loss position at December 31, 2021.

Gross realized gains and losses on the sales of short-term investments are included in other income, net. Unrealized holding gains or losses for the period that have been included in accumulated other comprehensive income, as well as gains and losses reclassified out of accumulated other comprehensive income into other income, net, were not material to the Company’s consolidated results of operations. The cost of investments sold or the amount reclassified out of the accumulated other comprehensive income into other income, net is based on the specific identification method for purposes of recording realized gains and losses. All proceeds in the years ended December 31, 2022 and 2021 related to maturities of underlying investments. The gains on proceeds from maturities of short-term investments were not material to the Company’s consolidated results of operations for the years ended December 31, 2022 and 2021.

Stockholders' Equity

12 Months Ended

Dec. 31, 2022

Stockholders' Equity

Stockholders' Equity

8. Stockholders’ Equity

Preferred Stock

Under the Company’s amended and restated certificate of incorporation, the Company has 5,000,000 shares of preferred stock authorized for issuance, with a $0.001 par value per share. Preferred stock may be issued from time to time in one or more series, each series to have such terms as stated or expressed in the resolutions providing for the issue of such series adopted by the board of directors of the Company. Preferred stock which may be redeemed, purchased or acquired by the Company may be reissued except as otherwise provided by law. As of December 31, 2022, the Company had 31,455 shares of Series X Preferred Stock outstanding. Each share of Series X Preferred Stock is convertible into 166.67 shares of common stock and therefore the number of shares of underlying common stock issuable upon conversion of the Series X Preferred Stock is 5,242,501. Refer to Note 1 – “Organization and Operations” regarding the Company’s issuance of Series X Preferred Stock in January 2021 and February 2021.

Outstanding Warrants

The following table presents information about warrants that are issued and outstanding at December 31, 2022:


Year Issued	Equity Instrument	Warrants Outstanding	Exercise Price		Date of Expiration
2018	Common Stock	699,962	$	72.00	6/21/2023
2019	Common Stock	331,858	$	37.50	2/7/2024
2021	Common Stock	498,356	$	2.10	12/14/2030
Total		1,530,176
Weighted average exercise price			$	41.75
Weighted average life in years					3.05

Common Stock

As of December 31, 2022, the Company had 150,000,000 shares of common stock authorized for issuance, $0.001 par value per share, with 27,501,340 shares issued and outstanding. The voting, dividend and liquidation rights of holders of common stock are subject to and qualified by the rights, powers and preferences of the holders of any outstanding preferred stock.

Reserved for Future Issuance

The Company has reserved for future issuance the following shares of common stock:


	December 31,	December 31,
	2022	2021
Series X Preferred Stock	5,242,501	5,242,501
Warrants for the purchase of common stock	1,530,176	1,530,380
Options outstanding to purchase common stock	2,253,431	1,346,733
Reserve under the 2015 Stock Incentive Plan and the 2022 Inducement Stock Incentive Plan	1,013,520	1,633,736
Shares reserved for the employee stock purchase plan	36,982	30,904
Total	10,076,610	9,784,254

As of December 31, 2022, the Company also had 31,455 shares of Series X Preferred Stock outstanding. Each share of Series X Preferred Stock outstanding is convertible into 166.67 shares of the Company’s common stock, subject to certain beneficial ownership limitations at the holder’s option. See Note 1 – “Organization and Operations” for additional detail.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
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-URI https://asc.fasb.org/topic&trid=2208762

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+ Details

Stock Incentive Plans

12 Months Ended

Dec. 31, 2022

Stock Incentive Plans

Stock Incentive Plans

9. Stock Incentive Plans

Prior to the Company’s initial public offering in June 2015 (the “IPO”), the Company granted awards to eligible participants under its 2008 Equity Incentive Plan. In May 2015, the Company’s board of directors adopted and, in June 2015, the Company’s stockholders approved the 2015 Stock Incentive Plan, as amended and amended and restated since the IPO (“2015 Plan”), which became effective immediately prior to the effectiveness of the IPO. Subsequent to the IPO, no option grants have been awarded to eligible participants under the 2008 Equity Incentive Plan.

The 2015 Plan provides for the grant of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock units, stock appreciation rights and other stock-based awards. The Company’s employees, officers, directors and consultants and advisors are eligible to receive awards under the 2015 Plan.

Terms of stock option agreements, including vesting requirements, are determined by the Company’s board of directors, subject to the provisions of the applicable stock incentive plan. Options granted by the Company generally vest ratably over four years, with a one-year cliff, and options are exercisable from the date of grant for a period of ten years.

On February 17, 2022, the Company’s Board of Directors adopted the 2022 Inducement Stock Incentive Plan (the “Inducement Plan”). The Inducement Plan provides for the grant of nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards with respect to an aggregate of 300,000 shares of the Company’s common stock. Awards under the Inducement Plan may only be granted to persons who (a) were not previously an employee or director of the Company or (b) are commencing employment with the Company following a bona fide period of non-employment, in either case as an inducement material to the individual’s entering into employment with the Company and in accordance with the requirements of Nasdaq Stock Market Rule 5635(c)(4). As of December 31, 2022, 221,000 options have been granted under the Inducement Plan, which are included in the table below.

A summary of the Company’s stock option activity and related information for employees and non-employees follows:


				Weighted
		Weighted-		Average	Aggregate
		Average		Remaining	Intrinsic
		Exercise		Contractual	Value
	Shares	Price		Term (years)	(in thousands)
Outstanding at December 31, 2021	1,346,733	$	22.25	9.02	$	168
Granted	991,981	$	6.06
Exercised	(27,333)	$	3.03
Cancelled or forfeited	(56,818)	$	17.12
Expired	(1,132)	$	137.57
Outstanding at December 31, 2022	2,253,431	$	15.43	8.57	$	9,733
Vested and exercisable at December 31, 2022	615,382	$	28.74	7.79	$	705
Vested and expected to vest at December 31, 2022	2,253,431	$	15.43	8.57	$	9,733

The total intrinsic value of options exercised in the years ended December 31, 2022 and 2021 was $210 thousand and $45 thousand, respectively. The weighted-average grant date fair value of options granted to employees and non-employees for the years ended December 31, 2022 and 2021 was $3.82 and $9.82, respectively.

At December 31, 2022, the total unrecognized compensation expense related to unvested stock option awards was $9.6 million. The Company expects to recognize that cost over a weighted-average period of approximately 2.4 years.

Stock-Based Compensation Expense

The fair value of stock options granted to employees and non-employees was estimated using the Black-Scholes option-pricing model based on the following assumptions:


	Year Ended December 31,
	2022	2021
Weighted-average expected volatility	65.60%-70.22	69.28-71.32%
Expected term (in years)	5.5-6.25	5-6.25
Risk-free interest rate	1.48%-4.17%	0.42-1.36%
Expected dividend yield	0%	0%

Volatility

Due to the lack of company-specific historical and implied volatility data of its common stock, the Company does not have relevant historical data to support its expected volatility. As such, the Company has used a weighted average of expected volatility based on the volatilities of a representative group of publicly traded biopharmaceutical companies. For purposes of identifying representative companies, the Company considered characteristics such as number of product candidates in early stages of product development, area of therapeutic focus, and length of trading history. The expected volatility was determined using an average of the historical volatilities of the representative group of companies for a period equal to the expected term of the option grant. The Company intends to continue to consistently apply this process using the same representative companies until a sufficient amount of historical information regarding the volatility of the Company’s own share price becomes available or until circumstances change, such that the identified entities are no longer representative companies. In the latter case, more suitable, similar entities whose share prices are publicly available would be utilized in the calculation.

Expected Term

The Company uses the “simplified method” to estimate the expected term of stock option grants. Under this approach, the weighted-average expected life is presumed to be the average of the contractual term (ten years) and the vesting term (generally four years) of the Company’s stock options, taking into consideration multiple vesting tranches. The Company utilizes this method due to lack of historical exercise data and the plain-vanilla nature of the Company’s share-based awards.

Risk-Free Rate

The risk-free rate was based on the yield curve of United States Treasury securities with periods commensurate with the expected term of the options being valued.

Income Taxes

12 Months Ended

Dec. 31, 2022

Income Taxes

Income Taxes

10. Income Taxes

For the years ended December 31, 2022 and 2021, the Company did not record a provision for federal or state income taxes as it has incurred cumulative net operating losses since inception.

A reconciliation of the U.S. statutory income tax rate to the Company’s effective tax rate is as follows for the years ended December 31, 2022 and 2021:


	Year Ended December 31,
	2022		2021
Federal income tax (benefit) at statutory rate	21.00	%	21.00	%
Permanent differences	(0.66)		—
Federal research and development credits and adjustments	3.88		0.44
Nondeductible research costs	—		(17.75)
State income tax, net of federal benefit	5.67		0.82
Stock compensation	(1.20)		(0.25)
Other	(0.58)		0.01
Change in valuation allowance	(28.11)		(4.27)
Effective income tax rate	—	%	—	%

The Company’s deferred tax assets consisted of the following (in thousands):


	Year Ended December 31,
	2022		2021
Deferred tax assets
Net operating loss carryforwards	$	80,136	$	75,849
Tax credit carryforwards		12,073		10,063
Capitalized research and development		8,094		139
Capitalized legal expenses		964		1,048
Lease liability		257		99
Other differences		2,365		1,977
Total gross deferred tax assets		103,889		89,175
Less valuation allowance		(103,630)		(89,068)
Net deferred tax assets		259		107
Deferred tax liabilities
ROU asset		(259)		(107)
Net deferred taxes	$	—	$	—

For taxable years beginning after December 31, 2021, the Tax Cuts and Jobs Act (the “Tax Act”) eliminated the option to deduct research and development expenditures in the current year and requires taxpayers to capitalize such expenses pursuant to Internal Revenue Code (“IRC”) Section 174. As a result of this provision of the Tax Act, deferred tax assets related to capitalized research expenses pursuant to IRC Section 174 increased to approximately $8.1 million for the year ended December 31, 2022.

The Company recorded an increase to the valuation allowance of $14.6 million during the year ended December 31, 2022 due primarily to the federal and state net operating losses and tax credits generated in the current year as well as to the new capitalized research requirements under Section 174 of the IRC. The Company recorded an increase to the valuation allowance of $11.2 million during the year ended December 31, 2021 which was also primarily due to the federal and state net operating losses and tax credits generated.

In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which the temporary differences representing net future deductible amounts become deductible. Due to the Company’s history of losses and expectation of future losses, the deferred tax assets were fully offset by a valuation allowance at December 31, 2022 and 2021.

As of December 31, 2022, the Company had approximately $294.8 million of federal and $288.5 million of state net operating loss respectively, which may be available to offset future taxable income, if any, of which $150.6 million of federal and $288.5 million of state carryforwards will expire at various dates from 2028 through 2042. Additionally, $144.2 million of federal net operating loss carryforwards will carry forward indefinitely. The Company had $9.8 million of federal and $2.9 million of state tax credit carryforwards available to reduce future tax liabilities as of December 31, 2022, which will expire at varying times through the year 2042.

The IRC provides for a limitation of the annual use of net operating losses and other tax attributes (such as research and development tax credit carryforwards) following certain ownership changes (as defined by the IRC) that could limit the Company’s ability to utilize these carryforwards. The Company has completed a study to assess whether an ownership change under Section 382 of the IRC has occurred and as a result the Astria Federal and State net operating loss and research and development credit carryforwards are significantly limited for use. Accordingly, the Company’s ability to utilize the aforementioned carryforwards are limited. Additionally, U.S. tax laws limit the time during which these carryforwards may be applied against future taxes. Therefore, the Company will not be able to take full advantage of all of its current carryforwards for federal or state income tax purposes.

As of December 31, 2022 and 2021, the Company did not have any significant unrecognized tax benefits. Interest and penalty charges, if any, related to uncertain tax positions would be classified as income tax expenses in the accompanying consolidated statements of operations. The Company has not any accrued interest or penalties related to uncertain tax positions.

The federal and state income tax returns are generally subject to tax examinations for the tax years ended December 31, 2019 through December 31, 2022. To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the Internal Revenue Service or state taxing authorities to the extent utilized in a future period.

- 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
-Publisher FASB
-Name Accounting Standards Codification
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+ Details

Summary of Significant Accounting Polices (Polices)

12 Months Ended

Dec. 31, 2022

Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

Use of Estimates

Off-Balance Sheet Risk

The Company has no off-balance sheet risk, such as foreign exchange contracts, option contracts or other foreign hedging arrangements.

Concentrations of Credit Risk and Significant Suppliers

Cash and Cash Equivalents Reconciliation

Cash and Cash Equivalents and Restricted Cash

Cash and Cash Equivalents Reconciliation


	December 31,
	2022		2021
Cash and cash equivalents	$	20,525	$	86,508
Restricted cash (1)		163		121
Total	$	20,688	$	86,629

(1)Included as a component of other long-term assets at December 31, 2022 and prepaid expenses and other current assets and at December 31, 2021.

Short-Term Investments

Fair Value of Financial Instruments

Impairment of Long-Lived Assets

Research and Development Costs and Accruals

Stock-Based Compensation

The Company expenses restricted stock awards based on the fair value of the award on a straight-line basis over the associated service period of the award.

Stock-Based Compensation


	Year Ended December 31,
	2022		2021
Research and development	$	1,318	$	1,131
General and administrative		3,236		2,230
Total	$	4,554	$	3,361

No related tax benefits were recognized for the years ended December 31, 2022 and 2021.

Net Loss Per Share

The following common stock equivalents 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:

Net Loss Per Share


	Year Ended December 31,
	2022	2021
Series X Preferred Stock	5,242,501	5,242,501
Stock options	2,253,431	1,346,733
Common stock warrants	1,530,176	1,530,380
	9,026,108	8,119,614

Acquired In-Process Research and Development

Preferred Stock Discount

Financing Costs

Recent Accounting Pronouncements - Not Yet Adopted

The Company is currently evaluating the potential impact that ASU 2020-06 may have on its consolidated financial statements and related disclosures.

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2022

Fair Value Measurements

Summary of assets and liabilities measured fair value on a recurring basis


	As of December 31, 2022
	Quoted Prices		Significant		Significant
	in Active		Observable		Unobservable
	Markets		Inputs		Inputs
	(Level 1)		(Level 2)		(Level 3)		Total
Assets:
Cash and cash equivalents:
Money market funds	$	1,944	$	—	$	—	$	1,944
Short term investments
Corporate debt securities		—		16,445		—		16,445
Yankee securities		—		1,999		—		1,999
Bonds		—		2,988		—		2,988
Treasury bill		5,980		—		—		5,980
Reverse repurchase agreements		—		178,500		—		178,500
Total	$	7,924	$	199,932	$	—	$	207,856


	As of December 31, 2021
	Quoted Prices		Significant		Significant
	in Active		Observable		Unobservable
	Markets		Inputs		Inputs
	(Level 1)		(Level 2)		(Level 3)		Total
Assets:
Cash equivalents:
Money market funds	$	1,853	$	—	$	—	$	1,853
Short-term investments:
Reverse repurchase agreements		—		39,000		—		39,000
Total	$	1,853	$	39,000	$	—	$	40,853

Summary of warrant liability was valued based on significant inputs not observable in the market, which represents a Level 3


	December 31, 2021
Balance at beginning of year	$	—
Issuance of warrants		4,332
(Decrease) increase in the fair value of the warrants		(864)
Reclassification of warrant liability to additional paid in-capital		(3,468)
Ending balance	$	—

Schedule of fair value of the warrants


	Year Ended December 31,
	2021
Weighted-average expected volatility	89.1-89.3	%
Expected term (in years)	9.54-9.88
Risk-free interest rate	1.064-1.725	%
Expected dividend yield	0	%

Short-Term Investments (Tables)

12 Months Ended

Dec. 31, 2022

Short-Term Investments

Summary of the short-term investments

The following tables summarize the short-term investments held at December 31, 2022 and 2021 (in thousands):


			Gross Unrealized		Gross Unrealized
	Amortized Cost		Gains		Losses		Fair Value
December 31, 2022
Corporate debt securities	$	16,508	$	—	$	(63)	$	16,445
Treasury Bills		5,983		—		(3)		5,980
Yankee securities		2,000		—		(1)		1,999
U.S. agency bonds		3,000		—		(12)		2,988
Reverse repurchase agreements		178,500		—		—		178,500
Total	$	205,991	$	—	$	(79)	$	205,912


			Gross Unrealized		Gross Unrealized
	Amortized Cost		Gains		Losses		Fair Value
December 31, 2021
Reverse repurchase agreements	$	39,000	$	—	$	—	$	39,000
Total	$	39,000	$	—	$	—	$	39,000

Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2022

Stockholders' Equity

Schedule of warrants issued and outstanding

The following table presents information about warrants that are issued and outstanding at December 31, 2022:


Year Issued	Equity Instrument	Warrants Outstanding	Exercise Price		Date of Expiration
2018	Common Stock	699,962	$	72.00	6/21/2023
2019	Common Stock	331,858	$	37.50	2/7/2024
2021	Common Stock	498,356	$	2.10	12/14/2030
Total		1,530,176
Weighted average exercise price			$	41.75
Weighted average life in years					3.05

Schedule of reserved for future issuance


	December 31,	December 31,
	2022	2021
Series X Preferred Stock	5,242,501	5,242,501
Warrants for the purchase of common stock	1,530,176	1,530,380
Options outstanding to purchase common stock	2,253,431	1,346,733
Reserve under the 2015 Stock Incentive Plan and the 2022 Inducement Stock Incentive Plan	1,013,520	1,633,736
Shares reserved for the employee stock purchase plan	36,982	30,904
Total	10,076,610	9,784,254

- Definition

Tabular disclosure of an entity's stock, including par or stated value per share, number and dollar amount of share subscriptions, shares authorized, shares issued, shares outstanding, number and dollar amount of shares held in an employee trust, dividend per share, total dividends, share conversion features, par value plus additional paid in capital, the value of treasury stock and other information necessary to a fair presentation, and EPS information. Stock by class includes common, convertible, and preferred stocks which are not redeemable or redeemable solely at the option of the issuer. Includes preferred stock with redemption features that are solely within the control of the issuer and mandatorily redeemable stock if redemption is required to occur only upon liquidation or termination of the reporting entity. If more than one issue is outstanding, state the title of each issue and the corresponding dollar amount; dollar amount of any shares subscribed but unissued and the deduction of subscriptions receivable there from; number of shares authorized, issued, and outstanding.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
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Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
-URI https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 13: http://fasb.org/us-gaap/role/ref/legacyRef
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+ Details

Stock Incentive Plans (Tables)

12 Months Ended

Dec. 31, 2022

Stock Incentive Plans

Summary of stock option activity


				Weighted
		Weighted-		Average	Aggregate
		Average		Remaining	Intrinsic
		Exercise		Contractual	Value
	Shares	Price		Term (years)	(in thousands)
Outstanding at December 31, 2021	1,346,733	$	22.25	9.02	$	168
Granted	991,981	$	6.06
Exercised	(27,333)	$	3.03
Cancelled or forfeited	(56,818)	$	17.12
Expired	(1,132)	$	137.57
Outstanding at December 31, 2022	2,253,431	$	15.43	8.57	$	9,733
Vested and exercisable at December 31, 2022	615,382	$	28.74	7.79	$	705
Vested and expected to vest at December 31, 2022	2,253,431	$	15.43	8.57	$	9,733

Schedule of assumptions made based on the Black-Scholes option pricing model


	Year Ended December 31,
	2022	2021
Weighted-average expected volatility	65.60%-70.22	69.28-71.32%
Expected term (in years)	5.5-6.25	5-6.25
Risk-free interest rate	1.48%-4.17%	0.42-1.36%
Expected dividend yield	0%	0%

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Taxes

Schedule of reconciliation of U.S. statutory income tax rate to effective tax rate


	Year Ended December 31,
	2022		2021
Federal income tax (benefit) at statutory rate	21.00	%	21.00	%
Permanent differences	(0.66)		—
Federal research and development credits and adjustments	3.88		0.44
Nondeductible research costs	—		(17.75)
State income tax, net of federal benefit	5.67		0.82
Stock compensation	(1.20)		(0.25)
Other	(0.58)		0.01
Change in valuation allowance	(28.11)		(4.27)
Effective income tax rate	—	%	—	%

Schedule of components of deferred tax assets

The Company’s deferred tax assets consisted of the following (in thousands):


	Year Ended December 31,
	2022		2021
Deferred tax assets
Net operating loss carryforwards	$	80,136	$	75,849
Tax credit carryforwards		12,073		10,063
Capitalized research and development		8,094		139
Capitalized legal expenses		964		1,048
Lease liability		257		99
Other differences		2,365		1,977
Total gross deferred tax assets		103,889		89,175
Less valuation allowance		(103,630)		(89,068)
Net deferred tax assets		259		107
Deferred tax liabilities
ROU asset		(259)		(107)
Net deferred taxes	$	—	$	—

Organization and Operations - Stock Purchase Agreement and Series X Preferred Stock (Details) $ in Thousands		1 Months Ended	12 Months Ended
	Jan. 28, 2021 USD ($) shares	Feb. 28, 2021 shares	Dec. 31, 2022 shares	Dec. 31, 2021 USD ($) shares	Jun. 02, 2021
Stock Purchase Agreement and Series X Preferred Stock
Beneficial conversion feature \| $				$ 19,565
Common Stock Issuable Upon Conversion at Transaction Date		14,813,954
Common stock
Stock Purchase Agreement and Series X Preferred Stock
Number of common shares issued from conversion of series X preferred stock				9,103,664
Minimum
Stock Purchase Agreement and Series X Preferred Stock
Common stock, percentage of beneficial ownership initially, after conversion			4.99%
Common stock, percentage of beneficial ownership thereafter, after conversion			4.99%
Maximum
Stock Purchase Agreement and Series X Preferred Stock
Common stock, percentage of beneficial ownership initially, after conversion			9.99%
Common stock, percentage of beneficial ownership thereafter, after conversion			19.99%
Shares issued in merger
Stock Purchase Agreement and Series X Preferred Stock
Common Stock Issuable Upon Conversion at Transaction Date		8,417,502
Shares issued in February 2021 Financing
Stock Purchase Agreement and Series X Preferred Stock
Common Stock Issuable Upon Conversion at Transaction Date		5,928,952
Warrant assumed in merger
Stock Purchase Agreement and Series X Preferred Stock
Common Stock Issuable Upon Conversion at Transaction Date		467,500
Series X redeemable convertible preferred stock
Stock Purchase Agreement and Series X Preferred Stock
Issuance of preferred stock in a private offering of public equity, net of issuance costs (in shares)				35,573
Series X Preferred Stock at Transaction Date		88,882
Number of shares of common stock into which each share of series X preferred stock may be converted			166.67		166.67
Number of preferred shares converted during period			54,622
Number of common shares issued from conversion of series X preferred stock			9,103,664
Number of common shares issuable upon conversion of preferred stock (in shares)			5,242,501
Preferred stock, outstanding (in shares)			31,455	31,455
Series X redeemable convertible preferred stock \| Common stock
Stock Purchase Agreement and Series X Preferred Stock
Number of common shares issued from conversion of series X preferred stock				(54,622)
Series X redeemable convertible preferred stock \| Shares issued in merger
Stock Purchase Agreement and Series X Preferred Stock
Series X Preferred Stock at Transaction Date		50,504
Series X redeemable convertible preferred stock \| Shares issued in February 2021 Financing
Stock Purchase Agreement and Series X Preferred Stock
Series X Preferred Stock at Transaction Date		35,573
Series X redeemable convertible preferred stock \| Warrant assumed in merger
Stock Purchase Agreement and Series X Preferred Stock
Series X Preferred Stock at Transaction Date		2,805
Series X redeemable convertible preferred stock \| Quellis Biosciences, Inc
Stock Purchase Agreement and Series X Preferred Stock
Number of shares of common stock into which each share of series X preferred stock may be converted	166.67
Series X redeemable convertible preferred stock \| Quellis Biosciences, Inc \| Stock Purchase Agreement
Stock Purchase Agreement and Series X Preferred Stock
Issuance of preferred stock in a private offering of public equity, net of issuance costs (in shares)	35,573
Gross proceeds from issuance of preferred stock in a private offering \| $	$ 110,000
Net proceeds from issuance of private placement \| $	104,300
Beneficial conversion feature \| $	19,600
Issuance costs \| $	$ 5,700
Number of shares of common stock into which each share of series X preferred stock may be converted	166.67

Stock Incentive Plans - Stock option activity (Details) - Stock options - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Shares
Outstanding, beginning of year (in shares)	1,346,733
Granted (in shares)	991,981
Exercised (in shares)	(27,333)
Cancelled or forfeited (in shares)	(56,818)
Expired (in shares)	(1,132)
Outstanding, end of year (in shares)	2,253,431	1,346,733
Vested and exercisable (in shares)	615,382
Vested and expected to vest (in shares)	2,253,431
Weighted-Average Exercise Price
Outstanding, beginning of year (in dollars per share)	$ 22.25
Granted (in dollars per share)	6.06
Exercised (in dollars per share)	3.03
Cancelled or forfeited (in dollars per share)	17.12
Expired (in dollars per share)	137.57
Outstanding at end of year (in dollars per share)	15.43	$ 22.25
Vested and exercisable at end of year (in dollars per share)	28.74
Vested and expected to vest at end of the year (in dollars per share)	$ 15.43
Weighted Average Remaining Contractual Term (years)
Outstanding	8 years 6 months 25 days	9 years 7 days
Vested and exercisable	7 years 9 months 14 days
Vested and expected to vest	8 years 6 months 25 days
Aggregate Intrinsic Value
Outstanding	$ 9,733	$ 168
Vested and exercisable	705
Vested and expected to vest	9,733
Additional disclosures
Intrinsic value of options exercised	$ 210	$ 45
Weighted average grant date fair value of options granted (in dollars per share)	$ 3.82	$ 9.82
Unrecognized compensation expense related to unvested stock option awards	$ 9,600
Weighted-average amortization period over which cost is expected to be recognized	2 years 4 months 24 days

Income Taxes - Reconciliation (Details)	12 Months Ended
Income Taxes - Reconciliation (Details)	Dec. 31, 2022	Dec. 31, 2021
Reconciliation of the U.S. statutory income tax rate to the Company's effective tax rate
Federal income tax (benefit) at statutory rate	21.00%	21.00%
Permanent differences	(0.66%)
Federal research and development credits and adjustments	3.88%	0.44%
Nondeductible research costs		(17.75%)
State income tax, net of federal benefit	5.67%	0.82%
Stock compensation	(1.20%)	(0.25%)
Other	(0.58%)	0.01%
Change in valuation allowance	(28.11%)	(4.27%)
Effective income tax rate	0.00%	0.00%

Income Taxes - Deferred tax assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets
Net operating loss carryforwards	$ 80,136	$ 75,849
Tax credit carryforwards	12,073	10,063
Capitalized research and development	8,094	139
Capitalized legal expenses	964	1,048
Lease liability	257	99
Other differences	2,365	1,977
Total gross deferred tax assets	103,889	89,175
Less valuation allowance	(103,630)	(89,068)
Net deferred tax assets	259	107
Deferred tax liabilities
ROU asset	(259)	(107)
Net deferred taxes	0	0
Deferred tax assets research and development	8,100
Increase in valuation allowance	$ 14,600	$ 11,200

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Preferred stock, par value (in dollars per share)	$ 0.001
Preferred stock, authorized (in shares)	5,000,000
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, authorized (in shares)	150,000,000	150,000,000
Common stock, issued (in shares)	27,501,340	13,016,955
Common stock, outstanding (in shares)	27,501,340	13,016,955
Preferred shares
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, authorized (in shares)	4,908,620	4,908,620
Preferred stock, issued (in shares)	0	0
Preferred stock, outstanding (in shares)	0	0
Series X Redeemable Convertible Preferred Stock [Member]
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, authorized (in shares)	91,380	91,380
Preferred stock, issued (in shares)	31,455	31,455
Preferred stock, outstanding (in shares)	31,455	31,455

Organization and Operations - December 2022 Financing (Details) - USD ($)				12 Months Ended
	Dec. 19, 2023	Dec. 19, 2022	Dec. 15, 2022	Dec. 31, 2022
Common stock
December 2022 Financing
Issuance of common stock pursuant to an underwriting agreement (in shares)	10,445,050			10,445,050
December 2022 Financing
December 2022 Financing
Number of shares issued			1,362,397
Gross proceeds from sale of stock in public offering		$ 115,000,000.0
Net proceeds from issuance of common stock		$ 107,600,000
Number of shares issued to related parties				2,270,663
December 2022 Financing \| Common stock
December 2022 Financing
Number of shares issued			9,082,653
Share price (in dollars per share)			$ 11.01

Organization and Operations - Liquidity (Details) - USD ($) $ in Thousands			12 Months Ended
	Nov. 10, 2022	Sep. 15, 2022	Dec. 31, 2022	Dec. 31, 2021	Jun. 30, 2021
Organization and Operations
Percentage of commission paid to underwriter based on proceeds from common stock		3.00%
Accumulated deficit			$ 507,643	$ 455,809
Cash, Cash Equivalents, and Short-term Investments			$ 226,400
Jefferies \| ATM Program
Organization and Operations
Maximum aggregate value of common shares which can be issued under the agreement		$ 50,000			$ 25,000
Issuance of common stock for at-the-market offerings, net of issuance costs (in shares)		4,012,003
Common stock
Organization and Operations
Issuance of common stock for at-the-market offerings, net of issuance costs (in shares)			4,012,003
Common stock \| ATM Program
Organization and Operations
Gross proceeds from issuance of stock		$ 38,200
Net proceeds from issuance of common stock		$ 37,000
Common stock \| Jefferies \| ATM Program
Organization and Operations
Aggregate offering price	$ 50,000
Amount of common stock remains available for sale under ATM program			$ 50,000

Summary of Significant Accounting Polices - Fair Value of Financial Instruments (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Fair Value of Financial Instruments
Fair value assets, transfers from Level 1 to Level 2	$ 0
Fair value assets, transfers from Level 2 to Level 1	0
Fair value liabilities, transfers from Level 1 to Level 2	0	$ 0
Fair value liabilities, transfers from Level 2 to Level 1	$ 0	$ 0
Reverse repurchase agreements
Fair Value of Financial Instruments
Percentage of investment amount to collateralized deposits value	102.00%
Reverse repurchase agreements \| Government Securities and Obligations \| Minimum
Fair Value of Financial Instruments
Percentage of investment amount to collateralized deposits value	102.00%

Summary of Significant Accounting Policies - Segment Information (Details)	12 Months Ended
	Dec. 31, 2022 segment
Summary of Significant Accounting Policies
Number of operating segments	1

Consolidated Statements Comprehensive Loss (Parenthetical) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Consolidated Statements Comprehensive Loss
Unrealized loss on short-term investments, tax	$ 0

Organization and Operations - Reverse Stock Split, Agreement and Plan of Merger (Details) - USD ($) $ / shares in Units, $ in Millions		12 Months Ended
	Jan. 28, 2021	Dec. 31, 2021	Dec. 31, 2022	Jun. 02, 2021
Agreement and Plan of Merger
Common stock, par value (in dollars per share)		$ 0.001	$ 0.001
Exercise price (in dollars per share)			$ 41.75
Series X redeemable convertible preferred stock
Agreement and Plan of Merger
Issuance of preferred stock and common stock upon acquisition of Quellis (in shares)		50,504
Common stock
Agreement and Plan of Merger
Issuance of preferred stock and common stock upon acquisition of Quellis (in shares)		555,444
Warrant or right to purchase number of shares			467,500	467,500
Exercise price (in dollars per share)			$ 2.10	$ 2.10
Quellis Biosciences, Inc \| Series X redeemable convertible preferred stock
Agreement and Plan of Merger
Issuance of preferred stock and common stock upon acquisition of Quellis (in shares)	50,504
Conversion value on closing date	$ 122.7
Warrant or right to purchase number of shares	2,805		2,805
Exercise price (in dollars per share)	$ 341.70		$ 341.70
Quellis Biosciences, Inc \| Common stock
Agreement and Plan of Merger
Issuance of preferred stock and common stock upon acquisition of Quellis (in shares)	555,444
Common stock, par value (in dollars per share)	$ 0.001
Number of options assumed in Quellis acquisition	55,414
Warrant or right to purchase number of shares	30,856
Exercise price (in dollars per share)	$ 2.10

Summary of Significant Accounting Policies - Preferred Stock Discount (Details) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Feb. 28, 2021	Dec. 31, 2022	Dec. 31, 2021
Summary of Significant Accounting Polices
Beneficial conversion feature			$ 19,565
Series X redeemable convertible preferred stock
Summary of Significant Accounting Polices
Stock conversion amount to be recognized		$ 900
Private Placement \| Series X redeemable convertible preferred stock
Summary of Significant Accounting Polices
Beneficial conversion feature	$ 19,600
Issuance costs	$ 5,700
Non-cash dividend		$ 24,400

Summary of Significant Accounting Policies - Financing Costs (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Summary of Significant Accounting Policies
Deferred offering costs	$ 0	$ 0

Acquisition of Quellis - Acquisition (Details) $ in Thousands		12 Months Ended
	Jan. 28, 2021 USD ($) shares	Dec. 31, 2021 shares	Dec. 31, 2022	Jun. 02, 2021
Common stock
Acquisition of Quellis
Issuance of common stock upon acquisition of Quellis (in shares)		555,444
Quellis Biosciences, Inc
Acquisition of Quellis
Cost to acquire the assets \| $	$ 170,681
Acquisition costs \| $	$ 1,800
Quellis Biosciences, Inc \| Common stock
Acquisition of Quellis
Issuance of common stock upon acquisition of Quellis (in shares)	555,444
Series X redeemable convertible preferred stock
Acquisition of Quellis
Issuance of preferred stock and common stock upon acquisition of Quellis (in shares)		50,504
Number of shares of common stock into which each share of series X preferred stock may be converted			166.67	166.67
Series X redeemable convertible preferred stock \| Quellis Biosciences, Inc
Acquisition of Quellis
Issuance of preferred stock and common stock upon acquisition of Quellis (in shares)	50,504
Number of shares of common stock into which each share of series X preferred stock may be converted	166.67
Series X redeemable convertible preferred stock \| Quellis Biosciences, Inc \| Stock Purchase Agreement
Acquisition of Quellis
Number of shares of common stock into which each share of series X preferred stock may be converted	166.67

Acquisition of Quellis - Net assets acquired based on their estimated fair values (Details) - Quellis Biosciences, Inc $ in Thousands	Jan. 28, 2021 USD ($)
Acquisition of Quellis
Acquired IPR&D	$ 164,612
Cash and cash equivalents	8,307
Prepaid expenses and other assets	136
Accounts payable	(1,974)
Accrued liabilities	(400)
Net acquired tangible assets	$ 170,681

Fair Value Measurements - Fair value hierarchy (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Financial Instruments Measurements
Transfers between Level 1, Level 2 and Level 3	$ 0	$ 0
Summary of assets measured at fair value on a recurring basis
Total	207,856	40,853
Level 1
Summary of assets measured at fair value on a recurring basis
Total	7,924	1,853
Level 2
Summary of assets measured at fair value on a recurring basis
Total	199,932	39,000
Money market funds
Summary of assets measured at fair value on a recurring basis
Cash and cash equivalents	1,944	1,853
Money market funds \| Level 1
Summary of assets measured at fair value on a recurring basis
Cash and cash equivalents	1,944	1,853
Corporate debt securities
Summary of assets measured at fair value on a recurring basis
Short term investments	16,445
Corporate debt securities \| Level 2
Summary of assets measured at fair value on a recurring basis
Short term investments	16,445
Yankee securities
Summary of assets measured at fair value on a recurring basis
Short term investments	1,999
Yankee securities \| Level 2
Summary of assets measured at fair value on a recurring basis
Short term investments	1,999
Bonds
Summary of assets measured at fair value on a recurring basis
Short term investments	2,988
Bonds \| Level 2
Summary of assets measured at fair value on a recurring basis
Short term investments	2,988
Treasury bill
Summary of assets measured at fair value on a recurring basis
Short term investments	5,980
Treasury bill \| Level 1
Summary of assets measured at fair value on a recurring basis
Short term investments	5,980
Reverse repurchase agreements
Summary of assets measured at fair value on a recurring basis
Short term investments	178,500	39,000
Reverse repurchase agreements \| Level 2
Summary of assets measured at fair value on a recurring basis
Short term investments	$ 178,500	$ 39,000

Fair Value Measurements - Fair value of warrants (Details)	Dec. 31, 2021 Y
Weighted-average expected volatility \| Minimum
Financial Instruments Measurements
Warrants and rights outstanding, measurement input	0.891
Weighted-average expected volatility \| Maximum
Financial Instruments Measurements
Warrants and rights outstanding, measurement input	0.893
Expected term (in years) \| Minimum
Financial Instruments Measurements
Warrants and rights outstanding, measurement input	9.54
Expected term (in years) \| Maximum
Financial Instruments Measurements
Warrants and rights outstanding, measurement input	9.88
Risk-free interest rate \| Minimum
Financial Instruments Measurements
Warrants and rights outstanding, measurement input	0.01064
Risk-free interest rate \| Maximum
Financial Instruments Measurements
Warrants and rights outstanding, measurement input	0.01725
Expected dividend yield
Financial Instruments Measurements
Warrants and rights outstanding, measurement input	0

Short-Term Investments (Details) $ in Thousands	Dec. 31, 2022 USD ($) item	Dec. 31, 2021 USD ($)
Short-Term Investments
Number of short term investments in unrealized loss position for less than 12 months \| item	16
Aggregate value of short term investments in unrealized loss position	$ 25,600
Short-term investments in unrealized loss position		$ 0
Short-term Investments
Short-Term Investments
Amortized Cost	205,991	39,000
Gross Unrealized Losses	(79)
Fair Value	205,912
Corporate debt securities
Short-Term Investments
Amortized Cost	16,508
Gross Unrealized Losses	(63)
Fair Value	16,445
Treasury bill
Short-Term Investments
Amortized Cost	5,983
Gross Unrealized Losses	(3)
Fair Value	5,980
Yankee securities
Short-Term Investments
Amortized Cost	2,000
Gross Unrealized Losses	(1)
Fair Value	1,999
U.S. agency bonds
Short-Term Investments
Amortized Cost	3,000
Gross Unrealized Losses	(12)
Fair Value	2,988
Reverse repurchase agreements
Short-Term Investments
Amortized Cost	178,500	39,000
Fair Value	$ 178,500	$ 39,000

Accrued Expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Accrued Expenses
Accrued compensation	$ 3,373	$ 1,958
Accrued contracted costs	2,822	760
Accrued milestones	500
Accrued other	407	295
Accrued professional fees	588	268
Total	$ 7,690	$ 3,281

Commitments (Details) - USD ($) $ in Thousands		12 Months Ended
Commitments (Details) - USD ($) $ in Thousands	Jan. 28, 2022	Dec. 31, 2022	Dec. 31, 2021
Commitments
Operating lease liability	$ 1,300	$ 939
Right-of-use asset	$ 1,300	948	$ 394
Estimated incremental borrowing rate	7.49%
Future minimum payments
2023		608
2024		395
Total lease payments		1,003
Less: imputed interest		(64)
Total operating lease liabilities	$ 1,300	939
Operating leases
Sublease expense		800	700
Cash payments towards sublease		$ 800	$ 700
Letter of Credit
Operating leases
Sublease expense	$ 200

Stockholders' Equity - Preferred Stock (Details)	Dec. 31, 2022 series $ / shares shares	Dec. 31, 2021 $ / shares shares	Jun. 02, 2021
Preferred Stock
Preferred stock, authorized (in shares)	5,000,000
Preferred stock, par value (in dollars per share) \| $ / shares	$ 0.001
Minimum number of series used to issue preferred stock \| series	1
Series X Preferred Stock
Preferred Stock
Preferred stock, authorized (in shares)	91,380	91,380
Preferred stock, par value (in dollars per share) \| $ / shares	$ 0.001	$ 0.001
Preferred stock, issued (in shares)	31,455	31,455
Preferred stock, outstanding (in shares)	31,455	31,455
Number of shares of common stock into which each share of series X preferred stock may be converted	166.67		166.67
Number of common shares issuable upon conversion of preferred stock (in shares)	5,242,501

Stockholders' Equity - Common Stock Outstanding Warrants (Details)	12 Months Ended
	Dec. 31, 2022 $ / shares shares
Common Stock Warrants
Warrants Outstanding (in shares) \| shares	1,530,176
Exercise price (in dollars per share) \| $ / shares	$ 41.75
Weighted average life (in years)	3 years 18 days
Warrants Issued in 2018 \| Common stock warrants
Common Stock Warrants
Warrants Outstanding (in shares) \| shares	699,962
Exercise price (in dollars per share) \| $ / shares	$ 72.00
Warrants Issued in 2019 \| Common stock warrants
Common Stock Warrants
Warrants Outstanding (in shares) \| shares	331,858
Exercise price (in dollars per share) \| $ / shares	$ 37.50
Warrants Issued In 2021 \| Common stock warrants
Common Stock Warrants
Warrants Outstanding (in shares) \| shares	498,356
Exercise price (in dollars per share) \| $ / shares	$ 2.10

Stockholders' Equity - Shares Reserved for Future Issuance (Details) - shares	Dec. 31, 2022	Dec. 31, 2021
Stockholders' Equity
Number of shares reserved for future issuance	10,076,610	9,784,254
Series X Preferred Stock
Stockholders' Equity
Number of shares reserved for future issuance	5,242,501	5,242,501
Warrants for the purchase of common stock
Stockholders' Equity
Number of shares reserved for future issuance	1,530,176	1,530,380
Options outstanding to purchase common stock
Stockholders' Equity
Number of shares reserved for future issuance	2,253,431	1,346,733
Reserve under the 2015 Stock Incentive Plan and the 2022 Inducement Stock Incentive Plan
Stockholders' Equity
Number of shares reserved for future issuance	1,013,520	1,633,736
Shares reserved for the employee stock purchase plan
Stockholders' Equity
Number of shares reserved for future issuance	36,982	30,904

Stock Incentive Plans - Summary of Plans (Details) - shares	12 Months Ended
	Dec. 31, 2022	Feb. 17, 2022
Stock options
Stock Incentive Plans
Vesting period	4 years
Cliff period for vesting	1 year
Expiration period	10 years
Granted (in shares)	991,981
2022 Inducement Stock Incentive Plan
Stock Incentive Plans
Number of shares authorized		300,000
Granted (in shares)	221,000

Stock Incentive Plans - Stock-Based Compensation Expense (Details) - Stock options	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Assumptions used to calculate fair value of stock options
Expected dividend yield	0.00%	0.00%
Minimum
Assumptions used to calculate fair value of stock options
Weighted-average expected volatility	65.60%	69.28%
Expected term (in years)	5 years 6 months	5 years
Risk-free interest rate	1.48%	0.42%
Maximum
Assumptions used to calculate fair value of stock options
Weighted-average expected volatility	70.22%	71.32%
Expected term (in years)	6 years 3 months	6 years 3 months
Risk-free interest rate	4.17%	1.36%

Income Taxes - Operating Loss Carryforwards (Details) $ in Millions	Dec. 31, 2022 USD ($)
Federal
Operating loss carryforwards
Net operating loss	$ 294.8
Federal \| Tax Years 2028 through 2041
Operating loss carryforwards
Net operating loss	150.6
Tax credit carryforwards	9.8
Federal \| No expiration
Operating loss carryforwards
Net operating loss	144.2
State
Operating loss carryforwards
Net operating loss	288.5
State \| Tax Years 2028 through 2041
Operating loss carryforwards
Net operating loss	288.5
Tax credit carryforwards	$ 2.9

Defined Contribution Benefit Plan (Details) $ in Thousands	12 Months Ended
Defined Contribution Benefit Plan (Details) $ in Thousands	Dec. 31, 2022 USD ($)
401(k) retirement Plan
Defined Contribution Benefit Plan
Contribution amount provided by the company	$ 147,100

Subsequent Events (Details) - shares			12 Months Ended
Subsequent Events (Details) - shares	Jan. 31, 2023	Jan. 30, 2023	Dec. 31, 2022
Series X Preferred Stock
Subsequent Events
Number of preferred shares converted during period			54,622
Number of common shares issued from conversion of series X preferred stock			9,103,664
Subsequent Event
Subsequent Events
Number of shares issued to warrant holder upon conversion of warrants	404,996
Subsequent Event \| Board of Directors
Subsequent Events
Number of grants issued	700,000	300,000
Subsequent Event \| Series X Preferred Stock
Subsequent Events
Number of preferred shares converted during period	347.461
Number of common shares issued from conversion of series X preferred stock	57,910