0001410578-24-000127 | 10-K | XBRL Viewer

Summary of Significant Accounting Policies - Financing Costs (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Summary of Significant Accounting Policies
Deferred offering costs	$ 0	$ 0

Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Consolidated Statements Comprehensive Loss
Net Income (Loss)	$ (72,891)	$ (51,834)
Other comprehensive gain (loss):
Unrealized gain (loss) on short-term investments, net of tax of $0	79	(79)
Total other comprehensive gain (loss):	79	(79)
Comprehensive loss	$ (72,812)	$ (51,913)

- Definition

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

+ References

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+ Details

Commitments

12 Months Ended

Dec. 31, 2023

Commitments

Commitments

6. Commitments

On January 28, 2022, the Company entered into a sublease agreement (the “Sublease”) with Grant Thornton LLP for new office space to replace its existing office space. The Sublease commenced on May 1, 2022 and will end on July 31, 2024 (or on such earlier date as the term may cease or expire as set forth in the Sublease).

Future minimum payments required under the Sublease as of December 31, 2023 are summarized as follows (in thousands):


Period Ending December 31,	Amount
2024	$	338
Total lease payments	$	338
Less: imputed interest	$	(9)
Total operating lease liabilities	$	329

Rent expense was $0.6 million and $0.8 million for the years ended December 31, 2023 and 2022, respectively. Lease payments were $0.7 million and $0.8 million for the years ended December 31, 2023 and 2022, respectively.

Organization and Operations - Liquidity (Details) - USD ($) $ in Thousands			1 Months Ended		12 Months Ended
	Jan. 05, 2024	Jun. 30, 2021	Dec. 31, 2022	Nov. 30, 2022	Dec. 31, 2023	Dec. 31, 2022	Sep. 30, 2022
Liquidity
Percentage of commission paid to underwriter based on proceeds from common stock		3.00%
Accumulated deficit			$ 507,643		$ 580,534	$ 507,643
Cash, cash equivalents and short-term investments					$ 246,500
Common stock [Member]
Liquidity
Issuance of common stock for at-the-market offerings, net of issuance costs (in shares)					4,738,606	4,012,003
ATM Program \| Common stock [Member]
Liquidity
Net proceeds from issuance of common stock			28,500
Gross proceeds from issuance of stock			29,400
ATM Program \| Subsequent Event
Liquidity
Net proceeds from issuance of common stock	$ 20,600
Gross proceeds from issuance of stock	$ 20,000
Jefferies \| ATM Program
Liquidity
Maximum aggregate value of common shares which can be issued under the agreement		$ 25,000					$ 50,000
Amount of common stock available for future issuance				$ 50,000			$ 30,500
Aggregate offering price				$ 88,100
Amount of common stock remains available for sale under ATM program					$ 20,600
Issuance of common stock for at-the-market offerings, net of issuance costs (in shares)					4,738,606	4,012,003
Jefferies \| ATM Program \| Common stock [Member]
Liquidity
Aggregate offering price			38,200
Amount of common stock remains available for sale under ATM program			$ 37,000

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Pay vs Performance Disclosure
Net Income (Loss)	$ (72,891)	$ (51,834)

- Definition

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

+ References

+ Details

Commitments (Details) - USD ($) $ in Thousands	12 Months Ended
Commitments (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Future minimum payments
2024	$ 338
Total lease payments	338
Less: imputed interest	(9)
Total operating lease liabilities	329
Operating leases
Rent expense	600	$ 800
Lease payments	$ 700	$ 800

Stock Incentive Plans - Stock option activity (Details) - Employee Stock Option - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Shares
Outstanding, beginning of year (in shares)	2,253,431
Granted (in shares)	1,906,050
Exercised (in shares)	(78,050)
Cancelled or forfeited (in shares)	(526,939)
Expired (in shares)	(523)
Outstanding, end of year (in shares)	3,553,969	2,253,431
Vested and exercisable (in shares)	1,107,936
Vested and expected to vest (in shares)	3,553,969
Weighted-Average Exercise Price
Outstanding, beginning of year (in dollars per share)	$ 15.43
Granted (in dollars per share)	12.01
Exercised (in dollars per share)	5.37
Cancelled or forfeited (in dollars per share)	16.80
Expired (in dollars per share)	138.60
Outstanding at end of year (in dollars per share)	13.59	$ 15.43
Vested and exercisable at end of year (in dollars per share)	18.62
Vested and expected to vest at end of the year (in dollars per share)	$ 13.59
Weighted Average Remaining Contractual Term (years)
Outstanding	8 years 4 months 20 days	8 years 6 months 25 days
Vested and exercisable	7 years 5 months 1 day
Vested and expected to vest	8 years 4 months 20 days
Aggregate Intrinsic Value
Outstanding	$ 1,912	$ 9,733
Vested and exercisable	821
Vested and expected to vest	1,912
Additional disclosures
Intrinsic value of options exercised	500	200
Aggregate fair value of options vested	$ 4,400	$ 5,600
Weighted average grant date fair value of options granted (in dollars per share)	$ 7.20	$ 3.82
Unrecognized compensation expense related to unvested stock option awards	$ 13,800
Weighted-average amortization period over which cost is expected to be recognized	2 years 6 months

Income Taxes - Operating Loss Carryforwards (Details) $ in Millions	Dec. 31, 2023 USD ($)
Federal
Operating loss carryforwards
Net operating loss	$ 314.4
Federal \| Tax Years 2028 Through 2042
Operating loss carryforwards
Net operating loss	150.6
Tax credit carryforwards	11.8
Federal \| No expiration
Operating loss carryforwards
Net operating loss	163.8
State
Operating loss carryforwards
Net operating loss	312.0
State \| Tax Years 2028 Through 2042
Operating loss carryforwards
Net operating loss	312.0
Tax credit carryforwards	$ 3.5

Summary of Significant Accounting Policies - Segment Information (Details)	12 Months Ended
	Dec. 31, 2023 segment
Summary of Significant Accounting Policies
Number of operating segments	1

Subsequent Events (Details) $ / shares in Units, $ in Thousands	Feb. 01, 2024 USD ($) $ / shares shares	Jan. 05, 2024 USD ($) shares	Jan. 03, 2024 USD ($) ft²	Jan. 02, 2024 USD ($)	Dec. 31, 2023 USD ($)
Subsequent Events
Future minimum payments					$ 338
Subsequent Event
Subsequent Events
Area of land lease \| ft²			30,110
Future minimum payments			$ 6,900	$ 300
Subsequent Event \| ATM Program
Subsequent Events
Gross proceeds		$ 20,600
Number of shares issued \| shares		2,945,806
Proceeds from public offering, net of issuance costs		$ 20,000
Subsequent Event \| Underwriting Public offering February 2024 Financing [Member]
Subsequent Events
Gross proceeds	$ 125,000
Number of shares issued \| shares	10,340,000
Proceeds from public offering, net of issuance costs	$ 117,100
Share price (in dollars per share) \| $ / shares	$ 12.09

Income Taxes - Reconciliation (Details)	12 Months Ended
Income Taxes - Reconciliation (Details)	Dec. 31, 2023	Dec. 31, 2022
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	(0.12%)	(0.66%)
Federal research and development credits and adjustments	3.44%	3.88%
State income tax, net of federal benefit	6.25%	5.67%
Stock compensation	(1.61%)	(1.25%)
Other	(0.05%)	0.58%
Change in valuation allowance	(29.01%)	(28.11%)
Effective income tax rate

Stockholders' Equity

12 Months Ended

Dec. 31, 2023

Stockholders' Equity

Stockholders' Equity

7. 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, 2023, the Company had 31,107 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 5,184,591.

Outstanding Warrants

The following table presents information about warrants that are issued and outstanding at December 31, 2023:


Year Issued	Equity Instrument	Warrants Outstanding	Exercise Price		Date of Expiration
2019	Common Stock	331,858	$	37.50	2/7/2024
2023 (1)	Common Stock	7,368,738	$	8.03	10/16/2028
Total		7,700,596
Weighted average exercise price			$	9.30
Weighted average life in years					4.60

(1) 1,571,093 pre-funded warrants were issued and outstanding in 2023, not included in the table above, with an exercise price of $0.001 and are exercisable until all pre-funded warrants are exercised in full.

Common Stock

As of December 31, 2023, the Company had 150,000,000 shares of common stock authorized for issuance, $0.001 par value per share, with 41,034,797 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,
	2023	2022
Warrants for the purchase of common stock	9,271,689	1,530,176
Reserve under the 2015 Amended and Restated Stock Incentive Plan and the 2022 Inducement Stock Incentive Plan	5,334,301	1,013,520
Series X Preferred Stock	5,184,591	5,242,501
Options outstanding to purchase common stock	3,553,969	2,253,431
Shares reserved for the employee stock purchase plan	43,060	36,982
Total	23,387,610	10,076,610

- Definition

The entire disclosure for equity.

+ References

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+ Details

Accrued Expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Accrued Expenses
Accrued contracted costs	$ 3,861	$ 2,822
Accrued compensation	4,047	3,373
Accrued professional fees	1,485	588
Accrued other	315	407
Accrued milestones		500
Total	$ 9,708	$ 7,690

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2023

Fair Value Measurements

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

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


	As of December 31, 2023
	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	$	7,709	$	—	$	—	$	7,709
Short-term investments:
Reverse repurchase agreements		—		71,000		—		71,000
Total	$	7,709	$	71,000	$	—	$	78,709


	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 bills		5,980		—		—		5,980
Reverse repurchase agreements		—		178,500		—		178,500
Total	$	7,924	$	199,932	$	—	$	207,856

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Operating activities
Net loss	$ (72,891)	$ (51,834)
Reconciliation of net loss to net cash used in operating activities:
Stock-based compensation expense	6,314	4,554
Net gain on warrants inherited in acquisition of Quellis		1,542
Right-of-use asset - operating lease	585	(554)
Other non-cash items	(40)	112
Changes in assets and liabilities:
Prepaid expenses and other assets	(4,546)	(1,568)
Lease liability - operating lease	(610)	574
Accounts payable	725	(766)
Accrued expenses	2,018	4,407
Net cash used in operating activities	(68,445)	(43,533)
Investing activities
Purchases of short-term investments	(1,924,423)	(396,064)
Sales and maturities of short-term investments	2,059,500	229,026
Purchases of property and equipment	(25)	(91)
Net cash provided by (used in) investing activities	135,052	(167,129)
Financing activities
Proceeds from public offering, net of underwriting discounts and issuance costs	59,480	107,646
Proceeds from at-the-market offering, net of issuance costs	28,498	36,991
Proceeds from exercise of stock options and warrants	420	84
Net cash provided by financing activities	88,398	144,721
Net increase (decrease) in cash, cash equivalents and restricted cash	155,005	(65,941)
Cash, cash equivalents and restricted cash, beginning of period	20,688	86,629
Cash, cash equivalents and restricted cash, end of period	175,693	20,688
Supplemental disclosure of non-cash investing and financing activities:
Operating lease right-of-use assets obtained in exchange for operating lease liabilities		1,268
Conversion of Series X Preferred Stock into common stock	1,074
Purchases of property and equipment in accounts payable and accrued liabilities	17
Public offering issuance costs in accrued expenses	$ 120	$ 100

Stock Incentive Plans - Stock-Based Compensation Expense (Details) - Employee Stock Option	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
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	65.86%	65.60%
Expected term (in years)	5 years 6 months	5 years
Risk-free interest rate	3.42%	1.48%
Maximum
Assumptions used to calculate fair value of stock options
Weighted-average expected volatility	73.68%	70.22%
Expected term (in years)	6 years 3 months	6 years 3 months
Risk-free interest rate	4.67%	4.17%

Summary of Significant Accounting Polices - Fair Value of Financial Instruments (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
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
Government Securities and Obligations
Fair Value of Financial Instruments
Percentage of investment amount to collateralized deposits value	102.00%

Organization and Operations

12 Months Ended

Dec. 31, 2023

Organization and Operations

Organization and Operations

1. Organization and Operations

The Company

Astria Therapeutics, Inc. (the “Company”), is a biopharmaceutical company focused on the discovery, development and commercialization of novel therapeutics for allergic and immunological diseases. The Company’s lead product candidate is STAR-0215, a potential best-in-class 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’s second product candidate is STAR-0310, a monoclonal antibody OX40 antagonist that is in preclinical development for the treatment of atopic dermatitis (“AD”), an immune disorder associated with loss of skin barrier function and itching. The Company was incorporated in the State of Delaware on June 26, 2008.

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, 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.

License Agreement

On October 4, 2023, the Company entered into a license agreement (the “License Agreement”) with Ichnos Sciences SA and Ichnos Sciences Inc. (collectively, “Ichnos”) pursuant to which Ichnos granted to the Company an exclusive (even as to Ichnos and its affiliates), worldwide, and sublicensable right and license to certain patent rights and related know-how (collectively, the “Licensed Intellectual Property”), to develop, manufacture, and commercialize Ichnos’ proprietary OX40 portfolio. The OX40 portfolio includes Ichnos’ proprietary OX40 antagonist monoclonal antibody, with the generic name telazorlimab and also referred to by Ichnos as “ISB 830” as well as Ichnos’ proprietary affinity matured next generation OX40 antagonist monoclonal antibody referred to by Ichnos as “ISB 830-X8” and referred to by the Company as “STAR-0310 candidate” (collectively, the “Licensed Compounds”). The Company agreed to use commercially reasonable efforts to develop, obtain regulatory approval for, and commercialize at least one product that contains or comprises a Licensed Compound (a “Licensed Product”) in the United States, France, Germany, Italy, Spain, the United Kingdom and Japan.

Under the terms of the License Agreement, the Company paid Ichnos a one-time upfront license fee of $15.0 million in October 2023. The Company is obligated to pay Ichnos up to $305.0 million in milestones, consisting of up to $20.0 million upon the achievement of certain development milestones, up to $70.0 million upon the achievement of certain regulatory milestones and up to $215.0 million upon the achievement of certain commercial milestones, in each case in up to three indications with respect to the first applicable Licensed Product to achieve such milestone events. The Company is also obligated to pay Ichnos tiered royalties ranging from a mid-single-digit percentage to a low-double-digit percentage on aggregate annual net sales of all Licensed Products. The Company is obligated to pay royalties on a Licensed Product-by-Licensed Product and country-by-country basis until the latest of: (i) the expiration of the last valid claim covering the composition of matter of such Licensed Product in such country; (ii) the expiration of the last regulatory exclusivity with respect to such Licensed Product in such country; and (iii) twelve years following the first commercial sale of such Licensed Product in such country. The royalty rate is subject to reduction on a Licensed Product-by-Licensed Product and country-by-country basis under certain circumstances.

October 2023 Financing

On October 16, 2023, the Company entered into an underwriting agreement with Jefferies LLC and Evercore Group LLC, representatives of several underwriters, relating to an underwritten offering (the “October 2023 Financing”) of (i) 8,253,895 shares of common stock and accompanying common stock warrants to purchase an aggregate of 6,190,418 shares of common stock and (ii), in lieu of common stock to certain investors, pre-funded warrants to purchase up to an aggregate of 1,571,093 shares of common stock and accompanying common stock warrants to purchase up to an aggregate of 1,178,320 shares of common stock for aggregate gross proceeds of approximately $64.0 million, and net proceeds of $59.5 million. The October 2023 Financing included 2,727,340 shares of common stock, 3,223,824 common stock warrants, and 1,571,093 pre-funded warrants issued to related parties.

Liquidity

On June 30, 2021, the Company entered into an Open Market Sale AgreementSM with Jefferies LLC, or Jefferies, pursuant to which the Company was able to issue and sell shares of common stock of up to $25.0 million under an at-the-market offering program, or the Jefferies ATM Program. The Company was obligated to pay the sales agent commissions of 3% of the gross proceeds from any common stock sold through the Jefferies ATM Program. In September 2022, the Jefferies ATM Program was modified to increase the amount of the Company’s common stock that was able to be offered thereunder to an aggregate offering price of up to $50.0 million, with $30.5 million of such amount then being available for future issuance. In November 2022, the Jefferies ATM Program was once again modified to increase the amount of the Company’s common stock that was able to be offered thereunder to an aggregate offering price of up to $88.1 million, with $50.0 million of such amount then being available for future issuance. In the year ended December 31, 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. In the year ended December 31, 2023, the Company sold an aggregate of 4,738,606 shares of common stock under the Jefferies ATM Program for gross proceeds of $29.4 million and net proceeds of $28.5 million. As of December 31, 2023, $20.6 million of common stock remained available for sale under the Jefferies ATM Program.

As of December 31, 2023, the Company had an accumulated deficit of $580.5 million and had available cash, cash equivalents and short-term investments $246.5 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.

Fair Value Measurements

12 Months Ended

Dec. 31, 2023

Fair Value Measurements

Fair Value Measurements

3. 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, 2023 and 2022, 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, 2023
	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	$	7,709	$	—	$	—	$	7,709
Short-term investments:
Reverse repurchase agreements		—		71,000		—		71,000
Total	$	7,709	$	71,000	$	—	$	78,709


	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 bills		5,980		—		—		5,980
Reverse repurchase agreements		—		178,500		—		178,500
Total	$	7,924	$	199,932	$	—	$	207,856

At December 31, 2023 and 2022, cash equivalents approximated their fair value due to their short-term nature.

- 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

Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2023

Stockholders' Equity

Schedule of warrants issued and outstanding


Year Issued	Equity Instrument	Warrants Outstanding	Exercise Price		Date of Expiration
2019	Common Stock	331,858	$	37.50	2/7/2024
2023 (1)	Common Stock	7,368,738	$	8.03	10/16/2028
Total		7,700,596
Weighted average exercise price			$	9.30
Weighted average life in years					4.60

Schedule of reserved for future issuance


	December 31,	December 31,
	2023	2022
Warrants for the purchase of common stock	9,271,689	1,530,176
Reserve under the 2015 Amended and Restated Stock Incentive Plan and the 2022 Inducement Stock Incentive Plan	5,334,301	1,013,520
Series X Preferred Stock	5,184,591	5,242,501
Options outstanding to purchase common stock	3,553,969	2,253,431
Shares reserved for the employee stock purchase plan	43,060	36,982
Total	23,387,610	10,076,610

- 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

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+ Details

Summary of Significant Accounting Polices - Cash and Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Summary of Significant Accounting Policies
Cash and cash equivalents	$ 175,530	$ 20,525
Restricted cash	163	163
Total	$ 175,693	$ 20,688	$ 86,629
Restricted cash, Balance Sheet location	Prepaid expenses and other current assets	Other assets

Short-Term Investments (Details) $ in Thousands	Dec. 31, 2023 USD ($) item	Dec. 31, 2022 USD ($) item
Short-term Investments
Short-Term Investments
Amortized Cost	$ 71,000	$ 205,991
Gross Unrealized Losses		(79)
Fair Value	$ 71,000	$ 205,912
Number of short term investments in unrealized loss position for less than 12 months \| item	0	16
Aggregate value of short term investments in unrealized loss position for less than 12 months		$ 25,600
Corporate debt securities
Short-Term Investments
Amortized Cost		16,508
Gross Unrealized Losses		(63)
Fair Value		16,445
Treasury bills
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	$ 71,000	178,500
Fair Value	$ 71,000	$ 178,500

Income Taxes

12 Months Ended

Dec. 31, 2023

Income Taxes

Income Taxes

9. Income Taxes

For the years ended December 31, 2023 and 2022, 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, 2023 and 2022:


	Year Ended December 31,
	2023		2022
Federal income tax (benefit) at statutory rate	21.00	%	21.00	%
Permanent differences	(0.12)		(0.66)
Federal research and development credits and adjustments	3.44		3.88
State income tax, net of federal benefit	6.25		5.67
Stock compensation	(1.61)		(1.25)
Other	0.05		(0.58)
Change in valuation allowance	(29.01)		(28.11)
Effective income tax rate	—	%	—	%

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


	Year Ended December 31,
	2023		2022
Deferred tax assets
Net operating loss carryforwards	$	85,734	$	80,136
Tax credit carryforwards		14,576		12,073
Capitalized research and development		16,927		8,094
Capitalized licenses		4,041		—
Capitalized legal expenses		918		964
Lease liability		90		257
Other differences		2,587		2,365
Total gross deferred tax assets		124,873		103,889
Less valuation allowance		(124,774)		(103,630)
Net deferred tax assets		99		259
Deferred tax liabilities
ROU asset		(99)		(259)
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 $16.9 million for the year ended December 31, 2023, and $8.1 million for the year ended December 31, 2022.

The Company recorded an increase to the valuation allowance of $21.1 million during the year ended December 31, 2023 due primarily to the federal and state net operating losses and tax credits generated in the current year. The Company recorded an increase to the valuation allowance of $14.6 million during the year ended December 31, 2022 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, 2023 and 2022.

As of December 31, 2023, the Company had approximately $314.4 million of federal and $312.0 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 $312.0 million of state carryforwards will expire at various dates from 2028 through 2043. Additionally, $163.8 million of federal net operating loss carryforwards will carry forward indefinitely. The Company had $11.8 million of federal and $3.5 million of state tax credit carryforwards available to reduce future tax liabilities as of December 31, 2023, which will expire at varying times through the year 2043.

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, 2023 and 2022, 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 had 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, 2020 through December 31, 2023. 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
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

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

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

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

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

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

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

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

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

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

+ Details

Fair Value Measurements - Warrant liability (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Financial Instruments Measurements
Exercise price of warrants (in dollars per share)	$ 9.30
Derivative warrant liability was valued based on significant inputs not observable in the market, which represents a Level 3
Public offering issuance costs in accrued expenses	$ 120	$ 100

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 175,530	$ 20,525
Short-term investments	71,000	205,912
Prepaid expenses and other current assets	4,412	1,253
Total current assets	250,942	227,690
Right-of-use asset	363	948
Other assets	3,361	1,995
Total assets	254,666	230,633
Current liabilities:
Accounts payable	1,513	788
Accrued expenses	9,708	7,690
Current portion of operating lease liabilities	329	582
Total current liabilities	11,550	9,060
Long term portion of operating lease liabilities		357
Total liabilities	11,550	9,417
Commitments (Note 6)
Stockholders' equity:
Common stock, $0.001 par value per share, 150,000,000 shares authorized; 41,034,797 and 27,501,340 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively	41	28
Additional paid-in capital	728,285	632,512
Accumulated other comprehensive loss		(79)
Accumulated deficit	(580,534)	(507,643)
Total stockholders' equity	243,116	221,216
Total liabilities and stockholders' equity	254,666	230,633
Preferred stock
Stockholders' equity:
Preferred stock
Series X redeemable convertible preferred stock
Stockholders' equity:
Preferred stock	$ 95,324	$ 96,398

Defined Contribution Benefit Plan

12 Months Ended

Dec. 31, 2023

Defined Contribution Benefit Plan

Defined Contribution Benefit Plan

10. Defined Contribution Benefit Plan

The Company sponsors a 401(k) retirement plan, in which substantially all of its employees are eligible to participate. Participants may contribute a percentage of their annual compensation to this plan, subject to statutory limitations. The Company provided $0.2 million and $0.1 million in matching contributions during the years ended December 31, 2023 and 2022, respectively.

Commitments (Tables)

12 Months Ended

Dec. 31, 2023

Commitments

Schedule of future minimum payments required under the Company's Sublease agreement

Future minimum payments required under the Sublease as of December 31, 2023 are summarized as follows (in thousands):


Period Ending December 31,	Amount
2024	$	338
Total lease payments	$	338
Less: imputed interest	$	(9)
Total operating lease liabilities	$	329

Consolidated Statements Comprehensive Loss (Parenthetical) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)
Consolidated Statements Comprehensive Loss
Unrealized gain (loss) on short-term investments, net of tax	$ 0

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Operating expenses:
Research and development	$ 42,127	$ 34,264
General and administrative	25,704	19,239
Acquired in-process research and development	15,199
Total operating expenses	83,030	53,503
Loss from operations	(83,030)	(53,503)
Other income (expense):
Interest and investment income	10,201	1,724
Other expense, net	(62)	(55)
Total other income, net	10,139	1,669
Net loss	$ (72,891)	$ (51,834)
Net loss per share attributable to common shareholders - basic	$ (2.42)	$ (3.55)
Net loss per share attributable to common shareholders - diluted	$ (2.42)	$ (3.55)
Weighted-average common shares outstanding used in net loss per share - basic	30,123,316	14,620,618
Weighted-average common shares outstanding used in net loss per share - diluted	30,123,316	14,620,618

Summary of Significant Accounting Policies - Stock-Based Compensation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Summary of Significant Accounting Polices
Stock-based compensation expense	$ 6,314	$ 4,554
Tax benefits recognized from stock-based compensation expense	0	0
Research and development
Summary of Significant Accounting Polices
Stock-based compensation expense	1,304	1,318
General and administrative
Summary of Significant Accounting Polices
Stock-based compensation expense	$ 5,010	$ 3,236

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2023

Summary of Significant Accounting Policies

Schedule of anti-dilutive common stock equivalents excluded from the calculation of diluted net loss per share


	Year Ended December 31,
	2023	2022
Series X Preferred Stock	5,184,591	5,242,501
Stock options	3,553,969	2,253,431
Common stock warrants	7,700,596	1,530,176
	16,439,156	9,026,108

Schedule of condensed consolidated statement of cash flows

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):


	December 31,
	2023		2022
Cash and cash equivalents	$	175,530	$	20,525
Restricted cash (1)		163		163
Total	$	175,693	$	20,688

(1)Included as a component of prepaid expenses and other current assets at December 31, 2023 and other long-term assets at December 31, 2022.

Schedule of stock-based compensation expense

During the years ended December 31, 2023 and 2022, 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):


	Year Ended December 31,
	2023		2022
Research and development	$	1,304	$	1,318
General and administrative		5,010		3,236
Total	$	6,314	$	4,554

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

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


	December 31,
	2023		2022
Cash and cash equivalents	$	175,530	$	20,525
Restricted cash (1)		163		163
Total	$	175,693	$	20,688

(1)Included as a component of prepaid expenses and other current assets at December 31, 2023 and other long-term assets at December 31, 2022.

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.

At each reporting date, the Company performs an evaluation of impairment to determine if any unrealized losses are the result of credit losses. Impairment is assessed at the individual security level. Factors considered in determining whether a loss resulted from a credit loss or other factors include the Company’s intent and ability to hold the investment until the recovery of its amortized cost basis,

the extent to which the fair value is less than the amortized cost basis, the length of time and extent to which fair value has been less than the cost basis, the financial condition of the issuer, any historical failure of the issuer to make scheduled interest or principal payments, any changes to the rating of the security by a rating agency, any adverse legal or regulatory events affecting the issuer or issuer’s industry, and any significant deterioration in economic conditions.

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, 2023 and 2022, due to their short-term nature. There have been no changes to the valuation methods during the years ended December 31, 2023 and 2022. 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, 2023 and 2022.

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, 2023.

Accrued and Prepaid Research and Development Costs

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 trials, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates are made in determining the accrued balances and prepaid 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.


	Year Ended December 31,
	2023		2022
Research and development	$	1,304	$	1,318
General and administrative		5,010		3,236
Total	$	6,314	$	4,554

No related tax benefits were recognized for the years ended December 31, 2023 and 2022.

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. The Company has included pre-funded warrants to purchase 1,571,093 shares of common stock at an exercise price of $0.001 in its computation of basic net loss per share. 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:


	Year Ended December 31,
	2023	2022
Series X Preferred Stock	5,184,591	5,242,501
Stock options	3,553,969	2,253,431
Common stock warrants	7,700,596	1,530,176
	16,439,156	9,026,108

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 option to deduct research and development expenditures and requires taxpayers to amortize expense incurred in the United States over five years, and expense incurred outside of the United States over fifteen years. The United States 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 “License Agreement” below in this Note 2 for a more detailed description of the accounting policy utilized for the recent asset acquisition.

Preferred Stock Discount

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, 2023, $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, 2023 and December 31, 2022.

Recent Accounting Pronouncements – 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.

In June 2016, the FASB issued Accounting Standards Update 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 standard effective for annual reporting periods beginning after December 15, 2022 for

smaller reporting companies. Early adoption was permitted. The Company adopted this standard on January 1, 2023 with no material impact on the consolidated financial statements.

Recent Accounting Pronouncements – Not Yet Adopted

In August 2020, the FASB issued Accounting Standards Update 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 for the fiscal year beginning on January 1, 2024, with early adoption permitted. The Company plans to adopt this standard on January 1, 2024 with no material impact on the consolidated financial statements expected.

In November 2023, the FASB issued Accounting Standards Update 2023-07, Segment Reporting (Topic 280: Improvements to Reportable Segment Disclosures (“ASU 2023-07”). The amendments in this update improve reportable segment disclosure requirements through enhanced disclosures about significant segment expenses. All disclosure requirements of the update are required for entities with a single reportable segment. The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and should be applied on a retrospective basis to all periods presented. The Company will adopt this standard as of January 1, 2024 with no material impact on the consolidated financial statements expected.

License Agreement

On October 4, 2023, the Company entered into the License Agreement, with Ichnos as discussed in Note 1, “Organization and Operations”. Under the terms of the License Agreement, the Company paid Ichnos a one-time upfront license fee of $15.0 million in October 2023. The Company concluded that the License Agreement was not the acquisition of a business, as substantially all of the fair value of the gross assets acquired was concentrated in a single identifiable asset “ISB 830-X8”, referred to by the Company as the STAR-0310 candidate. STAR-0310 is STAR-0310 candidate engineered with YTE half-life extension technology.

The Company determined that the cost to acquire the Licensed Intellectual Property assets was $15.2 million, primarily based on the fair value of the upfront license fee of $15.0 million and external legal fees of $0.2 million attributable to the acquired IPR&D. As the STAR-0310 candidate had not, at the time of the License Agreement, received regulatory approval in any territory, the cost attributable to the IPR&D was expensed in the Company’s consolidated statements of operations and comprehensive loss for the year ended December 31, 2023 as the acquired IPR&D had no alternative future use, as determined by the Company in accordance with U.S. GAAP.

Subsequent Events

12 Months Ended

Dec. 31, 2023

Subsequent Events

Subsequent Events

11. Subsequent Events

Operating Lease

On January 3, 2024, the Company entered into a sublease agreement (the “Sublease Agreement”) with Duck Creek Technologies LLC, a Delaware limited liability company (the “Sublandlord”), pursuant to which the Company will sublease approximately 30,110 square feet of office space located at 22 Boston Wharf Road, Boston, Massachusetts 02210 (the “Premises”). The Premises is the subject of a lease, dated as of August 7, 2017, by and between MEPT Seaport 13 Stillings LLC, a Delaware limited liability company (the “Landlord”), and the Sublandlord, as tenant (the “Lease”). The term of the sublease of the Premises to the Company under the Sublease Agreement is scheduled to commence on the later to occur of (i) June 1, 2024 and (ii) the date that the Landlord grants its consent to the Sublease Agreement and will end on November 30, 2028 (or on such earlier date as the term may sooner cease or expire as set forth in the Sublease Agreement). The Sublease Agreement will increase the future minimum lease payments described in Note 6 from approximately $0.3 million to approximately $6.9 million.

At-the-Market Offerings

On January 5, 2024, the Company sold an aggregate of 2,945,806 shares of common stock under the Jefferies ATM Program for gross proceeds of $20.6 million and net proceeds of $20.0 million which completed the sale of all available amounts under the Jefferies ATM Program.

February 2024 Financing

On February 1, 2024, the Company announced the closing of an underwritten public offering of 10,340,000 shares of our common stock at a price of $12.09 per share (the “February 2024 Financing”). The gross proceeds of the February 2024 Financing were approximately $125.0 million, and net proceeds were approximately $117.1 million.

Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 2023

Accrued Expenses

Schedule of accrued expenses

Accrued expenses consisted of the following (in thousands):


	December 31,		December 31,
	2023		2022
Accrued contracted costs	$	3,861	$	2,822
Accrued compensation		4,047		3,373
Accrued professional fees		1,485		588
Accrued other		315		407
Accrued milestones		—		500
Total	$	9,708	$	7,690

Stockholders' Equity - Preferred Stock (Details)	Dec. 31, 2023 series $ / shares shares	Dec. 31, 2022 $ / shares shares
Preferred Stock
Preferred stock, authorized	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	91,380	91,380
Preferred stock, par value (in dollars per share) \| $ / shares	$ 0.001	$ 0.001
Preferred stock, outstanding (in shares)	31,107	31,455
Number of shares of common stock into which each share of series X preferred stock may be converted	166.67
Common stock issuable upon conversion of the series X preferred stock	5,184,591

Stock Incentive Plans

12 Months Ended

Dec. 31, 2023

Stock Incentive Plans

Stock Incentive Plans

8. 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 1, 2023, the Company issued stock options exercisable for 855,000 shares of common stock to certain officers of the Company subject to stockholder approval of the authorization of additional shares of common stock for issuance under the 2015 Plan on or before January 31, 2024. On June 2, 2023, the Company’s stockholders approved the addition of 4,300,000 shares of common stock to the shares of common stock authorized for issuance under the 2015 Plan, which satisfied the grant condition on such officer grants. As of December 31, 2023, 755,000 of these options remain outstanding.

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. On January 31, 2023, the Company’s Board of Directors approved an amendment to the Inducement Plan to increase the number of shares of common stock authorized for issuance thereunder from 300,000 shares of common stock to 700,000 shares of common stock. On December 14, 2023, the Company’s Board of Directors approved an additional amendment to the Inducement Plan to increase the number of shares of common stock authorized for issuance thereunder from 700,000 shares of common stock to 1,700,000 shares of 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, 2023, options to purchase 687,900 shares of common stock have been granted under the Inducement Plan, which are included in the table above.

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, 2022	2,253,431	$	15.43	8.57	$	9,733
Granted	1,906,050	$	12.01
Exercised	(78,050)	$	5.37
Cancelled or forfeited	(526,939)	$	16.80
Expired	(523)	$	138.60
Outstanding at December 31, 2023	3,553,969	$	13.59	8.39	$	1,912
Vested and exercisable at December 31, 2023	1,107,936	$	18.62	7.42	$	821
Vested and expected to vest at December 31, 2023	3,553,969	$	13.59	8.39	$	1,912

The total intrinsic value of options exercised in the years ended December 31, 2023 and 2022 was $0.5 million and $0.2 million respectively. The total grant date fair value of stock options vested for the year ended December 31, 2023 and 2022 was $4.4 million and $5.6 million, respectively. The weighted-average grant date fair value of options granted to employees and non-employees for the years ended December 31, 2023 and 2022 was $7.20 and $3.82, respectively.

At December 31, 2023, the total unrecognized compensation expense related to unvested stock option awards was $13.8 million. The Company expects to recognize that cost over a weighted-average period of approximately 2.5 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,
	2023	2022
Weighted-average expected volatility	65.86%-73.68%	65.60-70.22%
Expected term (in years)	5.5-6.25	5-6.25
Risk-free interest rate	3.42%-4.67%	1.48-4.17%
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 sufficient relevant historical data to support its expected volatility. As such, the Company has used a weighted average of expected volatility based on a combination of the Company’s own historical volatility and 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 the weighted average of the Company’s own historical volatility and 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 sufficient 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.

Defined Contribution Benefit Plan (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
401(k) retirement Plan
Defined Contribution Benefit Plan
Contribution amount provided by the company	$ 0.2	$ 0.1

Summary of Significant Accounting Policies - Net Loss Per Share (Details) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Summary of Significant Accounting Polices
Anti-dilutive securities excluded from the calculation of diluted net loss per share (in shares)	16,439,156	9,026,108
Exercise price of warrants (in dollars per share)	$ 9.30
Series X Preferred Stock
Summary of Significant Accounting Polices
Anti-dilutive securities excluded from the calculation of diluted net loss per share (in shares)	5,184,591	5,242,501
Employee Stock Option
Summary of Significant Accounting Polices
Anti-dilutive securities excluded from the calculation of diluted net loss per share (in shares)	3,553,969	2,253,431
Common stock warrants
Summary of Significant Accounting Polices
Anti-dilutive securities excluded from the calculation of diluted net loss per share (in shares)	7,700,596	1,530,176
Pre-funded warrants
Summary of Significant Accounting Polices
Number of warrants to purchase common stock	1,571,093
Exercise price of warrants (in dollars per share)	$ 0.001

Income Taxes - Deferred tax assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Deferred tax assets
Net operating loss carryforwards	$ 85,734	$ 80,136
Tax credit carryforwards	14,576	12,073
Capitalized research and development	16,927	8,094
Capitalized licenses	4,041
Capitalized legal expenses	918	964
Lease liability	90	257
Other differences	2,587	2,365
Total gross deferred tax assets	124,873	103,889
Less valuation allowance	(124,774)	(103,630)
Net deferred tax assets	99	259
Deferred tax liabilities
ROU asset	(99)	(259)
Net deferred taxes	0	0
Deferred tax assets research and development	16,900	8,100
Increase in valuation allowance	$ 21,100	$ 14,600

Short-Term Investments (Tables)

12 Months Ended

Dec. 31, 2023

Short-Term Investments

Schedule of the short-term investments

The following tables summarize the short-term investments held at December 31, 2023 and 2022 (in thousands):


			Gross Unrealized		Gross Unrealized
	Amortized Cost		Gains		Losses		Fair Value
December 31, 2023
Reverse repurchase agreements	$	71,000	$	—	$	—	$	71,000
Total	$	71,000	$	—	$	—	$	71,000


			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

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Preferred stock, par value (in dollars per share)	$ 0.001
Preferred stock, authorized	5,000,000
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, authorized	150,000,000	150,000,000
Common stock, issued	41,034,797	27,501,340
Common stock, outstanding	41,034,797	27,501,340
Preferred stock
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, authorized	4,908,620	4,908,620
Preferred stock, issued	0	0
Preferred stock, outstanding	0	0
Series X redeemable convertible preferred stock
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, authorized	91,380	91,380
Preferred stock, issued	31,107	31,455
Preferred stock, outstanding	31,107	31,455

Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2023	Feb. 29, 2024	Jun. 30, 2023
Document and Entity Information
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2023
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
Document Financial Statement Error Correction [Flag]	false
Entity Public Float			$ 279,504,972
Entity Common Stock, Shares Outstanding		54,903,061
Entity Central Index Key	0001454789
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
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

Summary of Significant Accounting Policies - Preferred Stock Discount (Details) - Private Placement - Series X redeemable convertible preferred stock - USD ($) $ in Millions	1 Months Ended	12 Months Ended
	Feb. 28, 2021	Dec. 31, 2023
Summary of Significant Accounting Polices
Beneficial conversion feature	$ 19.6
Deferred stock issuance costs for Underwriting Agreement	$ 5.7
Non-cash dividend		$ 24.4
Stock conversion amount to be recognized		$ 0.9

Accrued Expenses

12 Months Ended

Dec. 31, 2023

Accrued Expenses

Accrued Expenses

5. Accrued Expenses

Accrued expenses consisted of the following (in thousands):


	December 31,		December 31,
	2023		2022
Accrued contracted costs	$	3,861	$	2,822
Accrued compensation		4,047		3,373
Accrued professional fees		1,485		588
Accrued other		315		407
Accrued milestones		—		500
Total	$	9,708	$	7,690

Stock Incentive Plans - Inducement plan (Details) - shares			12 Months Ended
	Jun. 02, 2023	Feb. 01, 2023	Dec. 31, 2023	Dec. 15, 2023	Dec. 14, 2023	Jan. 31, 2023	Jan. 30, 2023	Feb. 17, 2022
2022 Inducement Stock Incentive Plan
Stock Incentive Plans
Number of shares authorized				1,700,000	700,000	700,000	300,000	300,000
Number of grants issued			687,900
2015 Plan
Stock Incentive Plans
Number of shares issued		855,000
Number of additional shares authorized	4,300,000
Number of stock options remain outstanding			755,000

- Definition

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

+ References

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+ Details

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Income Taxes

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


	Year Ended December 31,
	2023		2022
Federal income tax (benefit) at statutory rate	21.00	%	21.00	%
Permanent differences	(0.12)		(0.66)
Federal research and development credits and adjustments	3.44		3.88
State income tax, net of federal benefit	6.25		5.67
Stock compensation	(1.61)		(1.25)
Other	0.05		(0.58)
Change in valuation allowance	(29.01)		(28.11)
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,
	2023		2022
Deferred tax assets
Net operating loss carryforwards	$	85,734	$	80,136
Tax credit carryforwards		14,576		12,073
Capitalized research and development		16,927		8,094
Capitalized licenses		4,041		—
Capitalized legal expenses		918		964
Lease liability		90		257
Other differences		2,587		2,365
Total gross deferred tax assets		124,873		103,889
Less valuation allowance		(124,774)		(103,630)
Net deferred tax assets		99		259
Deferred tax liabilities
ROU asset		(99)		(259)
Net deferred taxes	$	—	$	—

Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	Common stock Series X Preferred Stock	Common stock	Additional paid-in capital	Accumulated deficit	Accumulated other comprehensive loss	Total
Beginning balance at Dec. 31, 2021	$ 96,398	$ 13	$ 481,709	$ (455,809)	$ 0	$ 122,311
Beginning balance (in shares) at Dec. 31, 2021	31,455	13,016,955
Increase (Decrease) in Shareholders' Equity
Expense related to warrants inherited in acquisition of Quellis			1,542			1,542
Issuance of common stock and warrants pursuant to an Underwriting Agreement, net of underwriter's discount and issuance costs		$ 10	107,636			107,646
Issuance of common stock and warrants pursuant to an Underwriting Agreement, net of underwriter's discount and issuance costs (in shares)		10,445,050
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
Issuance of common stock upon exericse of options		$ 1	84			85
Issuance of common stock upon exercise of options (in shares)		27,332
Stock-based compensation expense			4,554			4,554
Unrealized gain (loss) on short-term investments					(79,000)	(79)
Net Income (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
Series X redeemable convertible preferred stock
Issuance of common stock upon the conversion of preferred stock	$ (1,074)		1,074
Issuance of common stock upon the conversion of preferred stock (shares)	(348)	57,910
Increase (Decrease) in Shareholders' Equity
Issuance of common stock and warrants pursuant to an Underwriting Agreement, net of underwriter's discount and issuance costs		$ 8	59,472			59,480
Issuance of common stock and warrants pursuant to an Underwriting Agreement, net of underwriter's discount and issuance costs (in shares)		8,253,895
Issuance of common stock for at-the-market offerings, net of issuance costs		$ 5	28,493			28,498
Issuance of common stock for at-the-market offerings, net of issuance costs (in shares)		4,738,606
Issuance of common stock upon the conversion of preferred stock	$ (1,074)		1,074
Stock-based compensation expense			6,314			6,314
Issuance of common stock upon exercise of options and warrants			420			420
Issuance of common stock upon exercise of options and warrants (in shares)		483,046
Unrealized gain (loss) on short-term investments					$ 79,000	79
Net Income (Loss)				(72,891)		(72,891)
Ending balance at Dec. 31, 2023	$ 95,324	$ 41	$ 728,285	$ (580,534)		$ 243,116
Ending balance (in shares) at Dec. 31, 2023	31,107	41,034,797

Short-Term Investments

12 Months Ended

Dec. 31, 2023

Short-Term Investments

Short-Term Investments

4. Short-Term Investments

The following tables summarize the short-term investments held at December 31, 2023 and 2022 (in thousands):


			Gross Unrealized		Gross Unrealized
	Amortized Cost		Gains		Losses		Fair Value
December 31, 2023
Reverse repurchase agreements	$	71,000	$	—	$	—	$	71,000
Total	$	71,000	$	—	$	—	$	71,000


			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

The contractual maturities of all short-term investments held at December 31, 2023 and December 31, 2022 were one year or less. There were no short-term investments in an unrealized loss position at December 31, 2023. 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.

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, 2023 and 2022 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, 2023 and 2022.

Stock Incentive Plans (Tables)

12 Months Ended

Dec. 31, 2023

Stock Incentive Plans

Schedule of stock option activity


				Weighted
		Weighted-		Average	Aggregate
		Average		Remaining	Intrinsic
		Exercise		Contractual	Value
	Shares	Price		Term (years)	(in thousands)
Outstanding at December 31, 2022	2,253,431	$	15.43	8.57	$	9,733
Granted	1,906,050	$	12.01
Exercised	(78,050)	$	5.37
Cancelled or forfeited	(526,939)	$	16.80
Expired	(523)	$	138.60
Outstanding at December 31, 2023	3,553,969	$	13.59	8.39	$	1,912
Vested and exercisable at December 31, 2023	1,107,936	$	18.62	7.42	$	821
Vested and expected to vest at December 31, 2023	3,553,969	$	13.59	8.39	$	1,912

Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]


	Year Ended December 31,
	2023	2022
Weighted-average expected volatility	65.86%-73.68%	65.60-70.22%
Expected term (in years)	5.5-6.25	5-6.25
Risk-free interest rate	3.42%-4.67%	1.48-4.17%
Expected dividend yield	0%	0%

Stockholders' Equity - Common Stock Outstanding Warrants (Details)	12 Months Ended
	Dec. 31, 2023 $ / shares shares
Stockholders' Equity
Warrants Outstanding (in shares) \| shares	7,700,596
Exercise price (in dollars per share) \| $ / shares	$ 9.30
Weighted average life (in years)	4 years 7 months 6 days
Warrants Issued in 2019 \| Common stock warrants
Stockholders' Equity
Warrants Outstanding (in shares) \| shares	331,858
Exercise price (in dollars per share) \| $ / shares	$ 37.50
Warrants Issued In 2023 \| Common stock warrants
Stockholders' Equity
Warrants Outstanding (in shares) \| shares	7,368,738
Exercise price (in dollars per share) \| $ / shares	$ 8.03
Pre-funded warrants
Stockholders' Equity
Warrants Outstanding (in shares) \| shares	1,571,093
Exercise price (in dollars per share) \| $ / shares	$ 0.001

Organization and Operations - December 2022 Financing (Details) - USD ($) $ / shares in Units, $ in Millions				12 Months Ended
	Dec. 19, 2023	Dec. 19, 2022	Dec. 15, 2022	Dec. 31, 2023	Dec. 31, 2022
Common stock
December 2022 Financing
Issuance of common stock pursuant to an underwriting agreement (in shares)	10,445,050			8,253,895	10,445,050
December 2022 Financing
December 2022 Financing
Number of shares issued			1,362,397
Proceeds from public offering, net of issuance costs		$ 115.0
Net proceeds from issuance of common stock		$ 107.6
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

Summary of Significant Accounting Polices (Polices)

12 Months Ended

Dec. 31, 2023

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, Cash Equivalents and Restricted Cash

Cash and Cash Equivalents and Restricted Cash


	December 31,
	2023		2022
Cash and cash equivalents	$	175,530	$	20,525
Restricted cash (1)		163		163
Total	$	175,693	$	20,688

(1)Included as a component of prepaid expenses and other current assets at December 31, 2023 and other long-term assets at December 31, 2022.

Short-Term Investments

Fair Value of Financial Instruments

Impairment of Long-Lived Assets

Accrued and Prepaid Research and Development Costs

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.


	Year Ended December 31,
	2023		2022
Research and development	$	1,304	$	1,318
General and administrative		5,010		3,236
Total	$	6,314	$	4,554

No related tax benefits were recognized for the years ended December 31, 2023 and 2022.

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:


	Year Ended December 31,
	2023	2022
Series X Preferred Stock	5,184,591	5,242,501
Stock options	3,553,969	2,253,431
Common stock warrants	7,700,596	1,530,176
	16,439,156	9,026,108

Acquired In-Process Research and Development

Preferred Stock Discount

Financing Costs

Recent Accounting Pronouncements - Adopted

Recent Accounting Pronouncements – Adopted

smaller reporting companies. Early adoption was permitted. The Company adopted this standard on January 1, 2023 with no material impact on the consolidated financial statements.

Recent Accounting Pronouncements - Not Yet Adopted

Recent Accounting Pronouncements – Not Yet Adopted

License Agreement

Stockholders' Equity - Common Stock (Details) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Common Stock
Common stock, authorized (in shares)	150,000,000	150,000,000
Par value of common stock (in dollars per share)	$ 0.001	$ 0.001
Common stock, issued	41,034,797	27,501,340
Common Stock, outstanding (in shares)	41,034,797	27,501,340

Stock Incentive Plans - Summary of Plans (Details) - Employee Stock Option	12 Months Ended
	Dec. 31, 2023
Stock Incentive Plans
Vesting period	4 years
Cliff period for vesting	1 year
Expiration period	10 years

- Definition

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

+ References

+ Details

Organization and Operations - License Agreement (Details) - License agreement $ in Millions	Oct. 04, 2023 USD ($)
Organization and Operations
Upfront license fee paid	$ 15.0
License fee payable in milestone	305.0
License fee payable related to clinical development milestones	$ 20.0
Maximum number of indications under clinical development milestones	70.0
License fee payable related to regulatory approval and commercial sales milestones	$ 215.0
Underwritten public offering
Organization and Operations
Maximum number of indications under regulatory approval and commercial sales milestones	3.0

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
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Reference 2: http://www.xbrl.org/2003/role/recommendedDisclosureRef
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+ Details

Fair Value Measurements - Fair value hierarchy (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Financial Instruments Measurements
Transfers between Level 1, Level 2 and Level 3	$ 0	$ 0
Fair Value, Recurring [Member]
Summary of assets measured at fair value on a recurring basis
Total	78,709	207,856
Fair Value, Recurring [Member] \| Level 1
Summary of assets measured at fair value on a recurring basis
Total	7,709	7,924
Fair Value, Recurring [Member] \| Level 2
Summary of assets measured at fair value on a recurring basis
Total	71,000	199,932
Fair Value, Recurring [Member] \| Money market funds
Summary of assets measured at fair value on a recurring basis
Cash and cash equivalents	7,709	1,944
Fair Value, Recurring [Member] \| Money market funds \| Level 1
Summary of assets measured at fair value on a recurring basis
Cash and cash equivalents	7,709	1,944
Fair Value, Recurring [Member] \| Corporate debt securities
Summary of assets measured at fair value on a recurring basis
Short-term investments:		16,445
Fair Value, Recurring [Member] \| Corporate debt securities \| Level 2
Summary of assets measured at fair value on a recurring basis
Short-term investments:		16,445
Fair Value, Recurring [Member] \| Yankee securities
Summary of assets measured at fair value on a recurring basis
Short-term investments:		1,999
Fair Value, Recurring [Member] \| Yankee securities \| Level 2
Summary of assets measured at fair value on a recurring basis
Short-term investments:		1,999
Fair Value, Recurring [Member] \| Bonds
Summary of assets measured at fair value on a recurring basis
Short-term investments:		2,988
Fair Value, Recurring [Member] \| Bonds \| Level 2
Summary of assets measured at fair value on a recurring basis
Short-term investments:		2,988
Fair Value, Recurring [Member] \| Treasury bills
Summary of assets measured at fair value on a recurring basis
Short-term investments:		5,980
Fair Value, Recurring [Member] \| Treasury bills \| Level 1
Summary of assets measured at fair value on a recurring basis
Short-term investments:		5,980
Fair Value, Recurring [Member] \| Reverse repurchase agreements
Summary of assets measured at fair value on a recurring basis
Short-term investments:	71,000	178,500
Fair Value, Recurring [Member] \| Reverse repurchase agreements \| Level 2
Summary of assets measured at fair value on a recurring basis
Short-term investments:	$ 71,000	$ 178,500

Organization and Operations - October 2023 Financing (Details) - USD ($)	Oct. 16, 2023	Dec. 31, 2023
October 2023 Financing
Class Of Warrant Or Right Outstanding		7,700,596
October 2023 Financing [Member]
October 2023 Financing
Proceeds from public offering, net of issuance costs	$ 59,500,000
Gross proceeds	$ 64,000,000.0
October 2023 Financing [Member] \| Pre-funded warrants
October 2023 Financing
Number of warrants to purchase common stock	1,571,093
October 2023 Financing [Member] \| Pre-funded warrants \| Jefferies LLC and Evercore Group LLC [Member]
October 2023 Financing
Number of shares issued	1,571,093
October 2023 Financing [Member] \| Common stock
October 2023 Financing
Number of shares issued	8,253,895
Number of warrants to purchase common stock	6,190,418
Gross proceeds	$ 1,178,320
October 2023 Financing [Member] \| Common stock \| Jefferies LLC and Evercore Group LLC [Member]
October 2023 Financing
Number of shares issued	2,727,340
October 2023 Financing [Member] \| Warrants \| Jefferies LLC and Evercore Group LLC [Member]
October 2023 Financing
Number of shares issued	3,223,824

Stockholders' Equity - Shares Reserved for Future Issuance (Details) - shares	Dec. 31, 2023	Dec. 31, 2022
Reserved for Future Issuance
Number of shares reserved for future issuance	23,387,610	10,076,610
Warrants for the purchase of common stock
Reserved for Future Issuance
Number of shares reserved for future issuance	9,271,689	1,530,176
Reserve under the 2015 Stock Incentive Plan and the 2022 Inducement Stock Incentive Plan
Reserved for Future Issuance
Number of shares reserved for future issuance	5,334,301	1,013,520
Series X Preferred Stock
Reserved for Future Issuance
Number of shares reserved for future issuance	5,184,591	5,242,501
Options outstanding to purchase common stock
Reserved for Future Issuance
Number of shares reserved for future issuance	3,553,969	2,253,431
Shares reserved for the employee stock purchase plan
Reserved for Future Issuance
Number of shares reserved for future issuance	43,060	36,982

- Definition

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

+ References

+ Details

Summary of Significant Accounting Policies - License Agreement (Details) $ in Millions	Oct. 04, 2023 USD ($)
Summary of Significant Accounting Polices
Licensed intellectual property assets	$ 15.2
Legal Fees	0.2
License agreement
Summary of Significant Accounting Polices
Upfront license fee paid	15.0
fair value of the upfront license fee	$ 15.0