0001193125-24-081994 | 10-K | XBRL Viewer

Stockholders' Equity

12 Months Ended

Dec. 31, 2023

10. Stockholders’ Equity

The Company’s Certificate of Incorporation authorizes the issuance of 120,000,000 shares of common stock, $0.0001 par value per share and 30,000,000 shares of undesignated preferred stock, $0.0001 par value per share. As of December 31, 2023 and 2022, there were 21,407,510 shares and 21,242,884 shares of common stock outstanding, respectively, and no shares of preferred stock outstanding.

During the year ended December 31, 2021, 275,000 private warrants were exercised for approximately $3.2 million. No private warrants were exercised during the years ended December 31, 2023 and December 31, 2022.

During the years ended December 31, 2023 and 2022, 161,668 shares and 183,366 shares, respectively, were issued pursuant to the Company’s Employee Stock Purchase Program (“ESPP”) (see Note 11) for approximately $112,000 and $278,000 in proceeds, respectively.

Restricted Shares

Between July and August 2019, Legacy Vincera Pharma issued 471,850 shares (826,510 shares prior to the effects of the Merger) of restricted stock at par value to certain management persons. All amounts owed for the issuance of these restricted shares were settled in cash in July 2020. The grant date fair value of this restricted stock was approximately $6,000.

In May 2020, Legacy Vincera Pharma issued an additional 173,552 shares (304,000 shares prior to the effects of the Merger) of restricted stock at a fair value of $0.07 per share in exchange for services. Pursuant to these restricted share agreements, the term vesting represents the expiration of the Company’s repurchase right for the underlying shares. As of December 31, 2023, there was approximately $1,600 of unrecognized stock-based compensation related to restricted stock that will be amortized in 0.4 years.

A summary of restricted stock activity for the years ended December 31, 2023 and 2022 is presented below:


	Number of Shares			Weighted Average Grant Date Fair Value per Share
Nonvested at January 1, 2022		182,686		$	0.045
Vested		(115,684	)		—

Nonvested at December 31, 2022		67,002		$	0.065
Vested		(48,940	)		—

Nonvested at December 31, 2023		18,062		$	0.103

Warrants

As of December 31, 2023, there were 3,295,000 private warrants to purchase common stock outstanding. After the redemption described above, no public warrants remained outstanding at December 31, 2021.

The private warrants are identical to the previously outstanding public warrants except that (i) each private warrant is exercisable for one share of common stock at an exercise price of $11.50 per share and (ii) such private warrants will be exercisable for cash (even if a registration statement covering the shares of common stock issuable upon exercise of such private warrants is not effective) or on a cashless basis, at the holder’s option (except with respect to 500,000 of the private warrants held by Rosedale Park, LLC and 500,000 of the private warrants held by LifeSci Holdings LLC, which were amended to remove the cashless exercise provision), and will not be redeemable by the Company (except with respect to 500,000 of the private warrants held by Rosedale Park, LLC and 500,000 of the private warrants held by LifeSci Holdings LLC, which were amended to include a redemption provision substantially identical to that of the public warrants; provided, however, that such redemption rights may not be exercised during the first 12 months following the closing of the Business Combination unless the last sales price of the Company’s common stock has been equal to or greater than $20.00 per share for any 20 trading days within a 30 trading day period ending on the third business day prior to the date on which notice of redemption is given), in each case so long as they are still held by the initial purchasers or their affiliates. The private warrants purchased by Rosedale Park, LLC, will expire on March 5, 2025, provided that once the private warrants are not beneficially owned by Chardan Capital Markets, LLC or any of its related persons anymore, the private warrants may not be exercised five years following the completion of the Business Combination.

The previously outstanding public warrants and the private warrants issued to LifeSci Holdings LLC that were amended as described above were determined to be equity classified in accordance with ASC 815, Derivatives and Hedging. The remaining private warrants were determined to be liability classified in accordance with ASC 815, Derivatives and Hedging (see Note 6).

- Definition

The entire disclosure for equity.

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+ Details

Insider Trading Arrangements - Additional Information (Details)	3 Months Ended
	Dec. 31, 2023
Insider Trading Arrangements [Abstract]
Rule 10b5-1 Arrangement Adopted [Flag]	false
Non-Rule 10b5-1 Arrangement Adopted [Flag]	false
Rule 10b5-1 Arrangement Terminated [Flag]	false
Non-Rule 10b5-1 Arrangement Terminated [Flag]	false

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Schedule of Income (Loss) before Provision for Income Taxes

Income (loss) before provision for income taxes consisted of the following (amounts in thousands):


	For the Year Ended December 31,
	2023			2022
United States	$	(35,281	)	$	(58,708	)
International		(4,876	)		(4,276	)

	$	(40,157	)	$	(62,984	)

Schedule of Effective Income Tax Rate Reconciliation

The effective tax rate of the Company’s provision (benefit) for income taxes differs from the federal statutory rate as follows:


	For the Year Ended December 31,
	2023			2022
Statutory federal income tax rate		21.0	%		21.0	%
State taxes, net of federal tax benefit		0.1	%		0.7	%
Change in fair value of warrant liabilities		—	%		2.0	%
Research and development		2.0	%		(0.7	%)
Other		0.5	%		(0.1	%)
Change in valuation allowance		(23.6	%)		(22.9	%)

Income taxes provision (benefit)		0.0	%		0.0	%

Schedule of Net Deferred Tax Assets

Significant components of the Company’s net deferred tax assets as of December 31, 2023 and 2022, are as follows (amounts in thousands):


	As of December 31,
	2023			2022
Deferred tax assets:
Net operating loss	$	15,475		$	9,639
Stock-based compensation		5,235			5,025
Depreciation and amortization		—			4,198
Capitalized research and development		14,734			7,314
Research and development credit		2,231			1,635
Accruals and reserves		137			471
Lease liability		462			722

Total deferred income tax assets		38,274			29,004
Less: Valuation allowances		(37,748	)		(28,360	)

Deferred tax assets, net of valuation allowances	$	526		$	644

Deferred tax liabilities:
Right of use asset		(526	)		(644	)

Total deferred income tax liabilities	$	(526	)	$	(644	)

Net deferred taxes	$	—		$	—

Schedule of Income Tax Contingencies

The following table summarizes activity related to the Company’s gross unrecognized tax benefits (amounts in thousands):


	Total
Balance as of December 31, 2021	$	518
Increase/decrease due to prior year positions		(164	)
Increase/decrease due to current year positions		625

Balance as of December 31, 2022		979
Increase/decrease due to prior year positions		—
Increase/decrease due to current year positions		259

Balance as of December 31, 2023	$	1,238

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 12,782	$ 11,663
Restricted cash	72	70
Short-term marketable securities	0	40,796
Prepaid expenses	51	134
Grant receivable	1,044	1,372
Other current assets	784	1,929
Total current assets	14,733	55,964
Right-of-use assets, net	2,201	3,064
Property, plant and equipment, net	125	177
Other assets	1,158	81
Total assets	18,217	59,286
Current liabilities
Accounts payable	2,497	4,065
Accrued expenses	1,755	3,923
Lease liability	1,162	1,024
Common stock warrant liabilities	191	144
Total current liabilities	5,605	9,156
Lease liability, net of current portion	1,340	2,412
Other noncurrent liabilities	50	50
Total liabilities	6,995	11,618
Commitments and contingencies (Note 9)
Stockholders' equity
Preferred stock, $0.0001 par value; 30,000,000 shares authorized, none issued and outstanding as of December 30, 2023 and 2022	0	0
Common stock, $0.0001 par value; 120,000,000 shares authorized; 21,407,510 shares and 21,242,884 shares issued and outstanding as of December 31, 2023 and 2022, respectively	2	2
Additional paid-in capital	170,324	166,647
Accumulated other comprehensive income (loss)	8	(26)
Accumulated deficit	(159,112)	(118,955)
Total stockholders' equity	11,222	47,668
Total liabilities and stockholders' equity	$ 18,217	$ 59,286

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Cash Flows from Operating Activities
Net loss	$ (40,157)	$ (62,984)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	52	54
Stock-based compensation	3,563	10,056
Amortization of right-of-use assets	863	885
Change in fair value of warrant liability	47	(6,303)
Net amortization of discounts on marketable securities	(630)	(292)
Changes in operating assets and liabilities:
Prepaid and other current assets	1,228	(3,158)
Grant receivable	328	200
Other assets	(1,077)	1,372
Accounts payable	(1,568)	1,046
Accrued expenses	(2,168)	208
Lease liabilities	(934)	(738)
Other noncurrent liabilities	0	50
Net cash used in operating activities	(40,453)	(59,604)
Cash Flows from Investing Activities:
Purchases of marketable securities	(11,821)	(42,978)
Sales and maturities of marketable securities	53,321	2,400
Net cash provided by (used in) investing activities	41,500	(40,578)
Cash Flows from Financing Activities:
Proceeds from issuance of common stock from employee stock plans	114	280
Net cash provided by financing activities	114	280
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(40)	71
Net increase (decrease) in cash, cash equivalents and restricted cash	1,121	(99,831)
Cash, cash equivalents and restricted cash at beginning of year	11,733	111,564
Cash, cash equivalents and restricted cash at end of year	12,854	11,733
Supplemental disclosure of cash flow information:
Cash paid for interest	0	0
Cash paid for taxes	$ 0	$ 0

Available-For Sale Securities - Additional Information (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Available-for-Sale Securities [Member]
Debt Securities, Available-for-Sale [Line Items]
Marketable securities	$ 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.

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+ Details

Stock-Based Compensation

12 Months Ended

Dec. 31, 2023

Share-based Payment Arrangement [Abstract]

Stock-Based Compensation

11. Stock-Based Compensation

Equity Incentive Plans

In connection with the Business Combination, the stockholders approved the 2020 Plan, which became effective upon the closing of the Business Combination on December 23, 2020. As of December 31, 2023, the Company had 5,600,152 shares of common stock reserved for issuance under the 2020 Plan.

The 2020 Plan allows for the grant of stock options and rights to acquire restricted stock to employees, directors and consultants of the Company. The terms and conditions of specific awards are set at the discretion of the Company’s board of directors. Options granted under the 2020 Plan expire no later than 10 years from the date of grant. Unvested common shares obtained upon early exercise of options are subject to repurchase by the Company at the original issue price.

Stock option activity under the Plan is as follows (amounts in thousands, except per share amount):


	Stock Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in years)		Aggregate Intrinsic Value
Outstanding at January 1, 2022		3,408		$	18.74		10.0	$	—
Options granted		2,509			3.30		—		—
Options exercised		(2	)		0.82		—		—
Options cancelled		(1,562	)		15.89		—		—

Outstanding at December 31, 2022		4,353			10.87		8.6		—
Options granted		1,131			1.22		—		—
Options exercised		(3	)		0.82		—		—
Options cancelled		(262	)		11.74		—		—

Outstanding at December 31, 2023		5,219		$	8.74		8.1	$	134

Options vested and exercisable at December 31, 2023		3,628		$	11.25		7.8	$	73

Stock-based compensation expense is based on the grant-date fair value. The Company recognizes compensation expense for all stock-based awards on a straight-line basis over the requisite service period of the awards, which is generally the option vesting term of either

two

or three years.

As of December 31, 2023, the Company had stock-based compensation of approximately $0.7 million related to unvested stock options not yet recognized that are expected to be recognized over an estimated weighted average period of 0.6 years.

The following weighted average assumptions were used as inputs to the Black-Scholes option valuation model in determining the estimated grant-date fair value of the Company’s stock options granted during the years ended December 31, 2023 and 2022:


	For the years ended December 31,
	2023			2022
Exercise price	$	0.90		$	3.30
Expected term (years)		5.6			5.8
Volatility (annual)		89.5	%		85.1	%
Risk-free rate		4.0	%		2.8	%
Dividend yield (per share)		0	%		0	%

Total stock-based compensation expense recognized in the accompanying consolidated statements of operations and comprehensive loss for stock option awards is as follows (amounts in thousands):


	For the years ended December 31,
	2023		2022
Research and development	$	1,712	$	4,988
General and administrative		1,851		4,621
Restructuring		—		447

Total stock-based compensation expense	$	3,563	$	10,056

Employee Stock Purchase Plan

The Company’s 2021 Employee Stock Purchase Plan (the “ESPP”) became effective in May 2021 upon stockholder approval and is intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code. 200,000 of the Company’s authorized but unissued or reacquired shares of common stock have been reserved for issuance under the ESPP, plus an additional number of shares to be reserved annually on the first day of each fiscal year from January 1, 2022 through January 1, 2031, equal to the least of (i) one percent (1%) of the outstanding shares of the Company’s common stock on such date, (ii) 500,000 shares, or (iii) a lesser amount determined by the compensation committee or the Company’s board.

The ESPP allows eligible employees to purchase shares of the Company’s common stock at a discount of up to 15% of their eligible compensation through payroll deductions, subject to any plan limitations. The ESPP consists of a series of offerings of purchase rights to eligible employees, each with a duration of not more than 12 months and purchase dates every six months. The purchase price cannot, under the terms of the ESPP, be less than 85% of the fair market value per share of the Company’s common stock on either the offering date or on the purchase date, whichever is less. If the fair market value of a share of the Company’s common stock on any purchase date within a particular offering period is less than or equal to the fair market value on the start date of that offering period, then the offering period will automatically terminate and the employees in that offering period will automatically be transferred and enrolled in a new offering period which will begin on the next day following such purchase date.

As of December 31, 2023, 241,484 shares of common stock were reserved for future issuance under the ESPP. Shares issued under the ESPP were 161,668 and 183,366 shares for the years ended December 31, 2023 and 2022, respectively. The Company recorded approximately $133,000 and $278,000 of stock-based compensation expense for the years ended December 31, 2023 and 2022, respectively, related to the ESPP.

Income Taxes - Schedule of Income Tax Contingencies (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Uncertainties [Abstract]
Unrecognized Tax Benefits	$ 979	$ 518
Unrecognized Tax Benefits, Increase Decrease Resulting From Prior Period Tax Positions	0	(164)
Unrecognized Tax Benefits, Increase Decrease Resulting From Current Period Tax Positions	259	625
Unrecognized Tax Benefits	$ 1,238	$ 979

Income Taxes - Schedule of Income (Loss) before Provision for Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest [Abstract]
United States	$ (35,281)	$ (58,708)
International	(4,876)	(4,276)
Total	$ (40,157)	$ (62,984)

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

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+ Details

Nature of Business	12 Months Ended
Nature of Business	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Business	1. Nature of Business LSAC was initially formed on December 19, 2018 as a Delaware corporation for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses. In December 2020, the Merger Sub merged with and into Legacy Vincera Pharma, with Legacy Vincera Pharma surviving the Merger as a wholly- owned subsidiary of LSAC. In connection with the Business Combination, LSAC changed its name to Vincera Pharma, Inc., and subsequently in January 2021, changed its name to Vincerx Pharma, Inc. (together with its consolidated subsidiaries, the “Company”). The Company is a clinical-stage biopharmaceutical company focused on leveraging its extensive development and oncology expertise to advance new therapies intended to address unmet medical needs for the treatment of cancer. The Company’s current pipeline is entirely derived from the Bayer License Agreement (see Note 4), pursuant to which the Company has been granted an exclusive, royalty-bearing, worldwide license under certain Bayer patents and know-how to develop, use, manufacture, commercialize, sublicense, and distribute a clinical-stage and follow-on small molecule drug program and a preclinical stage bioconjugation platform, which includes next-generation antibody-drug conjugates and small molecule drug conjugates. The Company intends to use these product candidates to treat various cancers in a patient-specific, targeted approach. The Company’s business operations, and those of third parties with whom the Company conducts business, have been, and could continue to be, adversely affected by health pandemics and epidemics, including COVID-19, and by economic, business and political events, including inflation and the wars in Ukraine and Israel. The extent to which these factors could continue to impact the Company’s business and operations will depend on future developments that are highly uncertain and cannot be predicted with confidence. Management continues to evaluate the impact of these factors on the Company’s current operations and future plans and intends to take appropriate measures to help alleviate their impact, but there can be no assurance that these efforts will be successful and that these factors will not continue to have a negative effect on the Company’s financial position and results of its operations.

Balance Sheet Details - Summary Of Property Plant And Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 256	$ 256
Less: accumulated depreciation	(131)	(79)
Total property, plant and equipment, net	125	177
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 236	236
Property plant and equipment, useful life	5 years
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 20	$ 20
Computer Equipment [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment, useful life	5 years
Computer Equipment [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment, useful life	3 years

Commitments and Contingencies - Summary of Future Minimum Lease Payments (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Contractual Obligation, Fiscal Year Maturity [Abstract]
Year ended December 31, 2024	$ 1,320
Year ended December 31, 2025	1,372
Year ended December 31, 2026	28
Total	2,720
Less present value discount	(218)
Operating lease liabilities included in the Consolidated Balance Sheet at December 31, 2022	$ 2,502

Summary of Significant Accounting Policies - Summary of Impact of Restatement on The Balance Sheet of The Company (Parenthetical) (Details) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Impact Of Restatement On The Balance Sheet Of The Company [Abstract]
Preferred stock par value	$ 0.0001	$ 0.0001
Common stock par value	$ 0.0001	$ 0.0001

Balance Sheet Details (Tables)

12 Months Ended

Dec. 31, 2023

Balance Sheet Related Disclosures [Abstract]

Summary of Other Current Assets

Other current assets consist of the following at December 31, 2023 and 2022 (in thousands):


	December 31, 2023		December 31, 2022
Clinical related vendor prepayments	$	407	$	1,560
Payroll tax refund receivable		250		—
Other		127		369

	$	784	$	1,929

Summary Of Property Plant And Equipment

Property, plant and equipment, net consist of the following at December 31, 2023 and 2022 (in thousands):


	December 31, 2023			December 31, 2022			Estimated Useful Life
Furniture and fixtures	$	236		$	236			5 years
Computers		20			20			3-5 years

Total		256			256
Less: accumulated depreciation		(131	)		(79	)

Total property, plant and equipment, net	$	125		$	177

Summary Of Accrued Expenses

The following table sets forth the components of accrued expenses at December 31, 2023 and 2022, respectively (in thousands):


	December 31, 2023		December 31, 2022
Accrued payroll	$	332	$	297
Accrued bonus		—		2,042
Accrued benefits		918		923
Accrued manufacturing, clinical trial and related		505		661

	$	1,755	$	3,923

Fair Value Measurement - Summary of Liabilities Measured at Fair Value on Recurring Basis (Details) - Recurring [Member] - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Liabilities:
Liabilities fair value disclosure	$ 191	$ 144
Level 1 [Member]
Liabilities:
Liabilities fair value disclosure	0	0
Level 2 [Member]
Liabilities:
Liabilities fair value disclosure	0	0
Level 3 [Member]
Liabilities:
Liabilities fair value disclosure	191	144
Common Stock Warrant Liabilities Restates [Member]
Liabilities:
Liabilities fair value disclosure	191	144
Common Stock Warrant Liabilities Restates [Member] \| Level 1 [Member]
Liabilities:
Liabilities fair value disclosure	0	0
Common Stock Warrant Liabilities Restates [Member] \| Level 2 [Member]
Liabilities:
Liabilities fair value disclosure	0	0
Common Stock Warrant Liabilities Restates [Member] \| Level 3 [Member]
Liabilities:
Liabilities fair value disclosure	$ 191	$ 144

Restructuring (Tables)

12 Months Ended

Dec. 31, 2023

Restructuring and Related Activities [Abstract]

Schedule of Accrued Restructuring and Accrued Expenses

The activity in the accrued restructuring balance, included within accrued expenses on the consolidated balance sheet, was as follows for the year ended December 31, 2022 (in thousands):


	Restructuring liabilities at January 1, 2022		Charges		Cash payments			Restructuring liabilities at December 31, 2022
Workforce reduction	$	—	$	2,022	$	(2,022	)	$	—

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Basis of Presentation

The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). They include the accounts of Vincerx and its wholly-owned subsidiaries, VNRX Corp., Vincerx Pharma GmbH and Vincerx Pharma Australia Pty Limited. All intercompany accounts and transactions have been eliminated.

Liquidity and Going Concern

As of December 31, 2023, the Company had approximately $12.8

million in cash and cash equivalents. The Company has incurred recurring operating losses and negative cash flows from operating activities since its inception and expects to continue to incur operating losses and negative cash flows in the future. Based on current business plans and assumptions, the Company believes that its existing cash and cash equivalents will be sufficient to fund its operating expenses and capital expenditure requirements into early third quarter 2024, although this estimate is based on plans and assumptions that may prove to be wrong, and the Company could use its available capital resources sooner than it currently expects. Accordingly, the Company will need to raise additional capital through public or private equity offerings, debt financings, collaborations and licensing arrangements, or other

sources, and such additional capital may not be available on favorable terms or at all, particularly in light of the current economic and market conditions. Market volatility resulting from pandemics or other epidemics, inflation and other economic and market conditions, the wars in Ukraine and Israel, the inability to maintain the listing on The Nasdaq Capital Market of the Company’s common stock, and other factors could also adversely impact the Company’s ability to raise additional capital. The failure to raise additional capital as and when needed or on acceptable terms would have a negative impact on the Company’s financial condition and the ability to pursue its business strategy, and the Company may have to reduce its workforce or delay, reduce the scope of, suspend, or eliminate one or more preclinical programs, clinical trials, or future commercialization efforts, or curtail its business operations.

In accordance with Accounting Standards Update (“ASU”)

2014-15,

Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic

205-40),

the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern for a period of one year after the date that its audited consolidated financial statements are issued. In light of the Company’s existing cash resources and current and expected operating losses and negative cash flows, the Company

ill

need additional capital prior to the

one-year

anniversary of the issuance of its consolidated financial statements, and such additional capital may not be available as and when needed on acceptable terms or at all. As a result, the Company has concluded that these circumstances and the uncertainties associated with its ability to obtain additional capital raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year after the date that its audited consolidated financial statements are issued.

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business, and do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described above.

Revision of Previously Reported Consolidated Financial Statements

In connection with the preparation of the consolidated financial statements as of and for the year ended December 31, 2023, the Company identified an error in the computation of stock-based compensation that resulted in an overstatement of stock-based compensation of approximately $2.4 million for the year ended December 31, 2022. This error resulted from the erroneous inclusion of unvested forfeited awards that should have been excluded in the calculation of stock-based compensation. As a result, net loss for the year ended December 31, 2022 and the balances of accumulated deficit and additional paid in capital at December 31, 2022 were also overstated. The error did not impact the Company’s cash flows from operating activities, financing activities and investing activities.

Management assessed the materiality of this presentation on prior period consolidated financial statements in accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” codified in ASC 250,

Accounting Changes and Error Corrections

(“ASC 250”). Based on this assessment, management concluded that this error did not have a material impact on the prior period stated above. However, the amount of the prior period error in 2022 would have been material to the consolidated financial statements for fiscal year 2023 if the correction of the error was recognized in fiscal year 2023 or left uncorrected. Therefore, the Company has revised the prior

period financial statements impacted for this error. The impact of the revision on the 2022 consolidated financial statements is as follows:


	As of December 31, 2022
	As Previously Reported			Revision			As Revised
Balance Sheet
Stockholders’ equity
Preferred stock - $ 0.0001 par value	$	—		$	—		$	—
Common stock - $ 0.0001 par value		2			—			2
Additional paid-in-capital		169,030			(2,383	)		166,647
Accumulated other comprehensive loss		(26	)					(26	)
Accumulated deficit		(121,338	)		2,383			(118,955	)

Total stockholders’ equity		47,668			—			47,668

Total liabilities and stockholders’ equity	$	59,286		$	—		$	59,286


	Year Ended December 31, 2022
	As Previously Reported			Revision			As Revised
	(In thousands, except per share amounts)
Statement of Operations and Comprehensive Loss
Operating expenses	$	73,574		$	(2,383	)	$	71,191

Loss from operations		(73,574	)		2,383			(71,191	)

Other income (expense):
Change in fair value of warrant liabilities		6,303			—			6,303
Interest income		664			—			664
Other income (expense), net		1,240			—			1,240

Total other income		8,207			—			8,207

Net loss	$	(65,367	)	$	2,383		$	(62,984	)

Comprehensive loss	$	(65,372	)	$	2,383		$	(62,989	)

Net loss per common share, basic and diluted	$	(3.11	)	$	(0.11	)	$	(3.00	)
Weighted average common shares outstanding, basic and diluted		21,029			—			21,029

The impact of the revision on quarterly unaudited consolidated financial statements is as follows

stock-based compensation expense for the second and third quarters of 2022 were overstated by approximately $2.2 million and $0.3 million, respectively

, and understated by approximately $0.1 million in the fourth quarter of 2022.

Stock-based compensation for the first

second quarters of 2023 were understated by approximately $0.3 million

$0.4 million

respectively

, and overstated by approximately $0.7 million in the third quarter of 2023

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to

non-emerging

growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of

consolidated

financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of commitments and contingencies at the date of the

onsolidated

financial statements as well as reported amounts of expenses during the reporting periods. Estimates made by the Company include, but are not limited to, common stock warrant liabilities and stock-based compensation. The Company bases these estimates on historical experie

nce

and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ materially from those estimates.

Reclassifications

Certain previously reported financial information has been reclassified to conform to the current period presentation. The impact of reclassifications was not significant to the prior year’s overall presentation. These reclassifications had no effect on the reported results of operations.

Concentrations of Credit Risk

The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

The Company is subject to risks common to companies in the biotechnology industry, including, but not limited to, development by the Company or its competitors of technological innovations, risks of failure of clinical studies, dependence on key personnel, protection of proprietary technology, compliance with government regulations, and ability to transition from preclinical manufacturing to commercial production of products.

The Company’s future product candidates will require approvals from the U.S. Food and Drug Administration and comparable foreign regulatory agencies prior to commercial sales in their respective jurisdictions. There can be no assurance that any product candidates will receive the necessary approvals. If the Company was denied approval, approval was delayed or the Company was unable to maintain approval for any product candidate, it could have a material adverse impact on the Company.

Cash and Cash Equivalents

Management considers all highly liquid investments with an insignificant interest rate risk and original maturities of three months or less to be cash equivalents.

Restricted Cash

Restricted cash represents cash deposits with a financial institution in support of the Company’s corporate credit card program.

Marketable Securities

The Company generally invests its excess cash in money market funds and investment grade short-term to intermediate-term fixed income securities. Such investments are included in cash and cash equivalents, short-term marketable securities or long-term marketable securities on the consolidated balance sheets. Marketable securities with a maturity date greater than 90 days and less than one year at each consolidated balance sheet date are classified as short-term. Marketable securities with a maturity date greater than one year, if any, are classified as long-term. All of the Company’s marketable securities are considered

available-for-sale

and are reported at fair value with unrealized gains and losses included as a component of stockholders’ equity. The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity, which is included in interest income on the consolidated statements of operations and comprehensive loss. Realized gains and losses and declines in value judged to be other-than-temporary, if any, on marketable securities are included in interest income on the consolidated statements of operations and comprehensive loss. The cost of securities sold is determined using specific identification.

The Company periodically evaluates whether declines in the fair values of its marketable securities below their amortized cost are other-than-temporary. This evaluation consists of several qualitative and quantitative factors regarding the severity and duration of the unrealized loss, as well as the Company’s ability and intent to hold the marketable security until a forecasted recovery occurs. Additionally, the Company assesses whether it has plans to sell the marketable security or it is more likely than not it will be required to sell any marketable securities before recovery of its amortized cost basis. Factors considered include quoted market prices, recent financial results and operating trends, implied values from any recent transactions or offers of investee securities, credit quality of debt instrument issuers, other publicly available information that may affect the value of the marketable security, duration and severity of the decline in value, and the Company’s strategy and intentions for holding the marketable security.

Property, Plant and Equipment

Property, plant and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation and amortization are provided for using straight-line methods, in amounts sufficient to charge the cost of depreciable assets to operations over their estimated service lives. Repairs and maintenance costs are charged to operations as incurred.

The Company assesses its long-lived assets for impairment whenever facts and circumstances indicate that the carrying amounts may not be fully recoverable. To analyze recoverability, the Company projects undiscounted net future cash flows over the remaining lives of such assets. If these projected undiscounted net future cash flows are less than the carrying amounts, an impairment loss would be recognized, resulting in a write-down of the assets with a corresponding charge to earnings. The impairment loss is measured based upon the difference between the carrying amounts and the fair values of the assets. There has been no impairment loss as of December 31, 2023.

Fair Value Measurement

The Company applies fair value accounting for all financial assets and liabilities measured on a recurring and nonrecurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The accounting guidance

established a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, used to determine the fair value of its financial instruments. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

Level 1—Quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.

Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets and liabilities.

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities.

Private Warrant Liability

As of December 31, 2023 and 2022, there were 3,295,000 private warrants to purchase common stock outstanding. As of December 31, 2020, there were 10,133,767 warrants outstanding, consisting of 6,563,767 public warrants (which included 2,744,586 public warrants constituting part of the units) and 3,570,000 private warrants. Each unit consisted of one share of common stock and one public warrant exercisable for

one-half

of one share of common stock.

Each public warrant entitled the registered holder to purchase

one-half

(1/2) of a share of common stock at a price of $11.50 per whole share of common stock, subject to adjustment as discussed below, at any time commencing on the later of one year after the closing of the initial public offering of LSAC or the consummation of a business combination.

The private warrants are identical to the warrants underlying the units except that (i) each private warrant is exercisable for one share of common stock at an exercise price of $11.50 per share and (ii) such private warrants will be exercisable for cash (even if a registration statement covering the shares of common stock issuable upon exercise of such private warrants is not effective) or on a cashless basis, at the holder’s option (except with respect to 500,000 of the private warrants held by Rosedale Park, LLC and 500,000 of the private warrants held by LifeSci Holdings LLC, which were amended to remove the cashless exercise provision), and will not be redeemable by the Company (except with respect to 500,000 of the private warrants held by Rosedale Park, LLC and 500,000 of the private warrants held by LifeSci Holdings LLC, which were amended to include a redemption provision substantially identical to that of the public warrants, provided that such redemption rights could not be exercised during the first 12 months following the closing of the Business Combination unless the sales price of the Company’s common stock had been equal to or greater than $20.00 per share for any 20 trading days within a 30 trading day period ending on the third business day prior to the notice of redemption), in each case so long as they are still held by the initial purchasers or their affiliates. The private warrants purchased by Rosedale Park, LLC will expire on March 5, 2025, provided that once the private warrants are not beneficially owned by Chardan Capital Markets, LLC or any of its related persons anymore, the private warrants may not be exercised five years following the completion of the Business Combination.

The Company evaluated the public and private warrants under ASC

815-40,

Derivatives and Hedging—Contracts in Entity’s Own Equity, and concluded that certain of the private warrants do not meet the criteria to be classified in stockholders’ equity. Because post Business Combination, these private warrants could be transferred to a

non-permitted

transferee and become public warrants (i.e., become subject to redemption and no longer have a cashless exercise feature), the settlement value of the private warrants is dependent, in part, on the holder of these private warrants at the time of settlement. Because the holder of an instrument is not an input into the pricing of a

fixed-for-fixed

option on the Company’s common stock, these private warrants fail the indexation guidance in ASC

815-40.

This conclusion excludes the 500,000 private warrants held by LifeSci

Holdings LLC, which were amended in connection with the Business Combination to remove the cashless exercise provision and include a redemption provision, as described above.

Since these private warrants meet the definition of a derivative under ASC 815, the Company recorded these warrants as liabilities on the consolidated balance sheets at fair value, with subsequent changes in their respective fair values recognized in the consolidated statements of operations and comprehensive loss at each reporting date. The estimated fair value of the private warrants is determined with Level 3 inputs using Black-Scholes and Monte Carlo simulations.

Leases

The

Company adopted FASB ASC Topic 842, “Leases” (“ASC 842”), using the required modified retrospective approach and utilizing the effective date as its date of initial application, for which prior periods are presented in accordance with the previous guidance in ASC 840, “Leases”.

At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present in the arrangement. Most leases with a term greater than one year are recognized on the balance sheet as

right-of-use

assets and short-term and long-term lease liabilities, as applicable. The Company has elected not to recognize on the balance sheet leases with terms of 12 months or less. The Company typically only includes an initial lease term in its assessment of a lease arrangement. Options to renew a lease are not included in the Company’s assessment unless there is reasonable certainty that the Company will renew.

Operating lease liabilities and their corresponding

right-of-use

assets are recorded based on the present value of lease payments over the expected remaining lease term. Certain adjustments to the

right-of-use

assets may be required for items such as incentives received. The interest rate implicit in the Company’s leases is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rate, which reflects the fixed rate at which the Company could borrow on a collateralized basis the amount of the lease payments in the same currency, for a similar term and in a similar economic environment (see Note 9).

In accordance with ASC 842, components of a lease should be allocated between lease components (e.g., land, building) and

non-lease

components (e.g., common area maintenance, consumables). The fixed and

in-substance

fixed contract consideration (including any consideration related to

non-components)

must be allocated based on the respective relative fair values to the lease components and

non-lease

components.

Segments

Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business as a single operating segment.

Research and Development Costs

The Company expenses research and development costs as operating expenses as incurred. These expenses include acquired

in-process

research and development expenses for which there is no alternative future use, salaries for research and development personnel, consulting fees, product development,

pre-clinical

studies, clinical trial costs, and other fees and costs related to the development of the technology.

Stock-Based Compensation

The Company measures and recognizes compensation expense for all stock-based awards made to employees, directors, and

non-employees,

including stock options and restricted shares, based on estimated fair values recognized over the requisite service period.

The fair value of options granted is estimated on the grant date using the Black-Scholes option valuation model. This valuation model for stock-based compensation expense requires the Company to make assumptions and judgments about the variables used in the calculation, including the expected term (weighted-average period of time that the options granted are expected to be outstanding), the volatility of the Company’s common stock, and an assumed risk-free interest rate. The Company accounts for forfeitures when they occur. The Company uses the simplified calculation of the expected life, which takes into consideration the grant’s contractual life and vesting period and assumes that all options will be exercised between the vesting date and the contractual term of the option. No awards have been issued with a market condition or other

non-standard

terms.

The estimate for volatility is based on an average of the historical volatilities of the common stock of several entities with characteristics similar to those of the Company. Since these comparable companies operate in the same industry segment, the Company expects that it would share similar characteristics, such as risk profiles, volatility, capital intensity and market growth patterns and drivers.

The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option.

Income Taxes

Income taxes are recorded in accordance with ASC 740, “Income Taxes” (“ASC 740”), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse, and net operating loss carryforwards and research and development tax credit (“R&D Credit”) carryforwards. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company has recorded a full valuation allowance to reduce its net deferred income tax assets to zero. In the event the Company were to determine that it would be able to realize some or all its deferred income tax assets in the future, an adjustment to the deferred income tax asset valuation allowance would increase income in the period such determination was made.

The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. 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. At December 31, 2023 and 2022, the Company had no liability for income tax associated with uncertain tax positions. The Company would recognize any corresponding interest and penalties associated with its income tax positions in income tax expense. There was no income tax interest or penalties incurred in 2023 or 2022.

German Grant Income

In accordance with ASC 958, the

Company recognizes grant income in the period when the underlying eligible expenses are incurred. The German government grant program provides for tax refunds or direct reimbursements of eligible

research expenses

of up to 1.0 million euros per year over a period of six years. The grant was approved in 2022 and is retroactive to 2021. Grant income for the years ended December 31, 2023 and 2022 has been recorded in other income (expense), net on the consolidated statements of operations and comprehensive loss. The corresponding receivable is included within current assets and other assets, $1.0 million and $1.0 million, respectively, at December 31, 2023 on the consolidated balance sheet depending upon expectations for collection within twelve months of the balance sheet date.

Foreign Currency Translation and Transactions

The consolidated financial statements are presented in U.S. dollars. The functional currency for the Company’s foreign subsidiaries is the local currency. Expenses, gains and losses for this entity are translated into U.S. dollars using average currency exchange rates for the period. Assets and liabilities are translated using exchange rates in effect at the balance sheet date. Foreign currency translation adjustments are recorded as a component of accumulated other comprehensive loss on the Company’s consolidated balance sheets. Foreign currency transaction gains and losses on transactions not denominated in the functional currency are recorded in other income (expense), net, on the consolidated statements of operations and comprehensive loss.

Comprehensive Income or Loss

Comprehensive loss is equal to net loss, net foreign currency translation gain (loss), and net unrealized gain (loss) on marketable securities as presented in the accompanying consolidated statements of operations and comprehensive loss.

Net Loss per Share of Common Stock

Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period.

Diluted earnings per share adjusts basic earnings per share for the potentially dilutive impact of stock options and warrants. As the Company has reported losses for all periods presented, all potentially dilutive securities including stock options and warrants, are antidilutive and accordingly, basic net loss per share equals diluted net loss per share.

Recent Accounting Pronouncements

In November 2023, Financial Accounting Standards Board (“FASB”) issued ASU

No. 2023-07

“Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” ASU

2023-07

requires incremental annual and quarterly disclosures about segment measures of profit or loss as well as significant segment expenditures. It also requires public entities with a single reportable segment to provide all segment disclosures required by the amendments in the update and all existing segment disclosures in Topic 280. The Company expects to adopt this guidance on January 1, 2025 on a retrospective basis and has yet to assess the impact to the consolidated financial statements.

In December 2023, FASB issued ASU

No. 2023-09

“Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” ASU

2023-09

requires incremental annual disclosures around income tax rate reconciliations, income taxes paid and other related disclosures. This guidance requires prospective application and permits retrospective application to prior periods presented. The Company expects to adopt this guidance on January 1, 2025. The Company expects the adoption of this standard to result in increased disclosures in its notes to consolidated financial statements.

Restructuring - Schedule Of Accrued Restructuring and Accrued Expenses (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Restructuring Cost and Reserve [Line Items]
Charges	$ 0	$ 2,469
Workforce Reduction [Member]
Restructuring Cost and Reserve [Line Items]
Beginning balance	$ 0	0
Charges		2,022
Cash payments		(2,022)
Ending balance		$ 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 + Details

Commitments and Contingencies - Summary of Quantitative Information About the Company's Operating Leases (Details) - USD ($) $ in Thousands		12 Months Ended
	Dec. 23, 2020	Dec. 31, 2023	Dec. 31, 2022
Lease cost
Operating lease cost		$ 1,196	$ 1,196
Variable lease cost		0	0
Total operating lease expense	$ 1,200	1,196	1,196
Operating cash flows from operating leases		1,270	1,048
Right-of-use assets obtained in exchange for operating lease liabilities		$ 0	$ 0
Weighted-average remaining lease term—operating leases		2 years	2 years 10 months 24 days
Weighted-average discount rate—operating leases		8.00%	8.00%

Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total cash equivalents and marketable securities		$ 50,590
Marketable Securities [Member] \| Debt Securities [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total cash equivalents and marketable securities	$ 0

Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands		1 Months Ended	12 Months Ended
	Dec. 23, 2020	Jul. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Loss Contingencies [Line Items]
Duration of lease agreement	5 years
Date of lease Commencement	Jan. 01, 2021
Annual lease rent	$ 1,200		$ 1,196	$ 1,196
Operating lease liabilities			2,502
Operating Right of Use Assets			2,201	3,064
Lessee Operating Sub Lease Term Of Contract		18 months
Lessee, operating sub lease, rent amount		$ 50,000
Sublease Income			600	$ 300
Other Noncurrent Liabilities [Member]
Loss Contingencies [Line Items]
Lease Deposit Liability			$ 50,000

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2023

Statement of Financial Position [Abstract]

Summary of Impact of Restatement on The Balance Sheet of The Company


	As of December 31, 2022
	As Previously Reported			Revision			As Revised
Balance Sheet
Stockholders’ equity
Preferred stock - $ 0.0001 par value	$	—		$	—		$	—
Common stock - $ 0.0001 par value		2			—			2
Additional paid-in-capital		169,030			(2,383	)		166,647
Accumulated other comprehensive loss		(26	)					(26	)
Accumulated deficit		(121,338	)		2,383			(118,955	)

Total stockholders’ equity		47,668			—			47,668

Total liabilities and stockholders’ equity	$	59,286		$	—		$	59,286

Summary of Tabular Form of Impact of Restatement on The Income Statement


	Year Ended December 31, 2022
	As Previously Reported			Revision			As Revised
	(In thousands, except per share amounts)
Statement of Operations and Comprehensive Loss
Operating expenses	$	73,574		$	(2,383	)	$	71,191

Loss from operations		(73,574	)		2,383			(71,191	)

Other income (expense):
Change in fair value of warrant liabilities		6,303			—			6,303
Interest income		664			—			664
Other income (expense), net		1,240			—			1,240

Total other income		8,207			—			8,207

Net loss	$	(65,367	)	$	2,383		$	(62,984	)

Comprehensive loss	$	(65,372	)	$	2,383		$	(62,989	)

Net loss per common share, basic and diluted	$	(3.11	)	$	(0.11	)	$	(3.00	)
Weighted average common shares outstanding, basic and diluted		21,029			—			21,029

Net Loss per Share Applicable to Common Stockholders - Schedule of Potential Common Stock Outstanding that was excluded from the Computation of Diluted Net Loss Per Share of Common Stock (Details) - shares shares in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	8,532	7,715
Option Outstanding [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	5,219	4,353
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	3,295	3,295
Restricted Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	18	67

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)	$ (40,157)	$ (62,984)

- Definition

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

+ References

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

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

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 28
-Subparagraph (f)
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147483443/250-10-50-9

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
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-URI https://asc.fasb.org//1943274/2147483443/250-10-50-4

Reference 13: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
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-Section 55
-Paragraph 10
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-URI https://asc.fasb.org//1943274/2147480167/946-830-55-10

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

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
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Reference 27: http://www.xbrl.org/2003/role/disclosureRef
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Reference 28: http://www.xbrl.org/2003/role/disclosureRef
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Reference 29: http://www.xbrl.org/2003/role/disclosureRef
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Reference 36: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

+ Details

Fair Value Measurement - Summary of Fair Value Of Private Warrants was Re-measured Based on the Assumptions (Details)	12 Months Ended
	Dec. 31, 2023 $ / shares	Dec. 31, 2022 $ / shares
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Exercise price	$ 0.9	$ 3.3
Option term (years)	5 years 7 months 6 days	5 years 9 months 18 days
Volatility (annual)	89.50%	85.10%
Risk-free rate	4.00%	2.80%
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Dividend yield (per share)	0	0
Measurement Input, Share Price [Member] \| Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Stock price	$ 1.18	$ 1.02
Measurement Input, Exercise Price [Member] \| Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Exercise price	$ 11.5	$ 11.5
Measurement Input, Expected Term [Member] \| Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Option term (years)	2 years	3 years
Measurement Input, Price Volatility [Member] \| Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Volatility (annual)	90.90%	73.70%
Measurement Input, Risk Free Interest Rate [Member] \| Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Risk-free rate	4.20%	4.10%

Stock-Based Compensation - Additional Information (Details) - USD ($)		12 Months Ended
	May 31, 2020	Dec. 31, 2023	Dec. 31, 2022	Jan. 31, 2023	May 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized stock based compensation		$ 700,000
Amotization period of unrecognized stock based compensation		7 months 6 days
Share-based Payment Arrangement, Expense		$ 3,563,000	$ 10,056,000
Employee Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Payment Arrangement, Expense		$ 500,000
Employee Stock Option [Member] \| Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period		3 years
Employee Stock Option [Member] \| Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period		2 years
Twenty Thousand Twenty Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares of common stock reserved for issuance				5,600,152
Employee Stock Purchase Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares of common stock reserved for issuance		241,484			200,000
Employee stock purchase plan annual increase shares percentage		1.00%
Employee stock purchase plan annual increase shares, shares					500,000
Share based compensation arrangement by share based payment award, discount from market price	15.00%
Purchase price of common stock expressed as a percentage of its fair value	85.00%
Stock issued during period shares employee stock purchase plans		161,668	183,366
Share-based Payment Arrangement, Expense		$ 133,000	$ 278,000

Stockholders' Equity - Schedule of Restricted Stock Activity (Details) - Restricted Stock [Member] - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Beginning balance, Shares	67,002	182,686
Vested, Shares	(48,940)	(115,684)
Ending balance, Shares	18,062	67,002
Beginning balance, Weighted Average	$ 0.065	$ 0.045
Vested, Weighted Average	0	0
Ending balance, Weighted Average	$ 0.103	$ 0.065

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Business Combination	12 Months Ended
Business Combination	Dec. 31, 2023
Business Combinations [Abstract]
Business Combination	3. Business Combination As discussed in Note 1, on December 23, 2020, the Company consummated the Business Combination, with Legacy Vincera Pharma surviving the merger as a wholly-owned subsidiary of the Company. Immediately prior to the effective time of the Business Combination, each share of Legacy Vincera Pharma Common Stock was canceled, and the Legacy Holders received (i) 0.570895 shares of common stock, for each share of Legacy Vincera Pharma Common Stock held by them immediately prior to the effective time of the Business Combination and (ii) certain rights to Earnout Shares after the closing of the Business Combination. The Legacy Holders are entitled to receive Earnout Shares if the daily volume-weighted average price of the Company’s common stock equals or exceeds the following prices for any 20 trading days within any 30 trading-day period following the closing of the Business Combination: (1) during any such trading period prior to the 42 month anniversary of the closing of the Business Combination, upon achievement of a daily volume-weighted average price of at least $20.00 per share, such number of shares of the Company’s common stock as equals the quotient of $20.0 million divided by the Closing Price Per Share; (2) during any such trading period prior to the six year anniversary of the closing, upon achievement of a daily volume-weighted average price of at least $35.00 per share, such number of shares of the Company’s common stock as equals the quotient of $20.0 million divided by the Closing Price Per Share; and (3) during any such trading period prior to the eight year anniversary of the closing, upon achievement of a daily volume-weighted average price of at least $45.00 per share, such number of shares of the Company’s common stock as equals the quotient of $20.0 million divided by the Closing Price Per Share. A total of 90.6% of (rounded to the nearest whole share) of the Earnout Shares then earned and issuable shall be issued to the Legacy Holders on a pro-rata basis based on the percentage of the number of shares of Vincera Pharma Common Stock owned by them immediately prior to the closing of the Business Combination, and the remaining Earnout Shares that would otherwise have been issuable shall not be issuable to the Legacy Holders but in lieu thereof the number of authorized shares available for issuance under the Company’s 2020 Stock Incentive Plan (the “2020 Plan”) shall be automatically increased by an equivalent n u mber of shares of the Company’s common stock.

Summary of Significant Accounting Policies - Additional Information (Details) $ / shares in Units, $ in Thousands, € in Millions	3 Months Ended						12 Months Ended
	Sep. 30, 2023 USD ($)	Jun. 30, 2023 USD ($)	Mar. 31, 2023 USD ($)	Dec. 31, 2022 USD ($) shares	Sep. 30, 2022 USD ($)	Jun. 30, 2022 USD ($)	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2023 EUR (€)	Dec. 31, 2022 USD ($) shares	Jan. 31, 2023 $ / shares shares	Dec. 31, 2021 shares	Dec. 31, 2020 shares
Summary Of Significant Accounting Policies [Line Items]
No of Warrants outstanding				3,295,000			3,295,000		3,295,000			10,133,767
Cash equivalents \| $							$ 12,800
Federal depository insurance coverage amount \| $							250,000
German grant income \| €								€ 1.0
Share-based Payment Arrangement, Expense \| $							$ 3,563		$ 10,056
Government Assistance, Statement of Income or Comprehensive Income [Extensible Enumeration]							Research and Development Expense (Excluding Acquired in Process Cost)	Research and Development Expense (Excluding Acquired in Process Cost)
Current asset [Member]
Summary Of Significant Accounting Policies [Line Items]
German grant income \| $							$ 1,000
Other Assets [Member]
Summary Of Significant Accounting Policies [Line Items]
German grant income \| $							1,000
Revision of Prior Period, Adjustment [Member]
Summary Of Significant Accounting Policies [Line Items]
Share-based Payment Arrangement, Expense \| $	$ 700	$ 400	$ 300	$ 100	$ 300	$ 2,200
Share Based Payments [Member]
Summary Of Significant Accounting Policies [Line Items]
Share-based Payment Arrangement, Expense \| $							$ 2,400
Public Warrant [Member]
Summary Of Significant Accounting Policies [Line Items]
No of Warrants outstanding				0					0		6,563,767
No of Warrants outstanding											2,744,586
Shares Issued, Price Per Share \| $ / shares										$ 11.5
Class of warrant or right redemption threshold trading days							20 days	20 days
Private Warrants [Member]
Summary Of Significant Accounting Policies [Line Items]
No of Warrants outstanding							3,295,000				3,570,000
Shares Issued, Price Per Share \| $ / shares										$ 11.5
Class of warrants exercised											275,000
Warrant expiration term										5 years
Class of warrant or right redemption threshold trading days							20 days	20 days
Class of warrant or right redemption threshold consecutive trading days							30 days	30 days
Class of Warrant Or Right Excludes The Warrants Post Business Combination To Remove Cashless Exercise Provision Shares										500,000
Private Warrants [Member] \| Common Stock [Member]
Summary Of Significant Accounting Policies [Line Items]
Share redemption trigger price \| $ / shares							$ 20			$ 20
Private Warrants [Member] \| Rosedale Park LLC [Member]
Summary Of Significant Accounting Policies [Line Items]
Class of warrants exercised							500,000			500,000
Warrents expiration date							Mar. 05, 2025	Mar. 05, 2025
Private Warrants [Member] \| LifeSci Holdings LLC [Member]
Summary Of Significant Accounting Policies [Line Items]
Class of warrants exercised							500,000			500,000

Net Loss per Share Applicable to Common Stockholders (Tables)

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Summary of Earnings Per Share, Basic and Diluted

The following table sets forth the computation of loss per share for the years ended December 31, 2023 and 2022, respectively (amounts in thousands, except per share number):


	For the years ended December 31,
	2023			2022
Numerator:
Net loss	$	(40,157	)	$	(62,984	)

Denominator:
Weighted average common shares outstanding, basic and diluted		21,295			21,029

Net loss per common share, basic and diluted	$	(1.89	)	$	(3.00	)

Summary of Potential Common Stock Outstanding that was excluded from the Computation of Diluted Net Loss Per Share of Common Stock

The following table presents the potential common stock outstanding that was excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would have been antidilutive:


	For the years ended December 31,
	2023		2022
Options outstanding		5,219		4,353
Warrants		3,295		3,295
Restricted stock		18		67

Total		8,532		7,715

Available-For-Sale Securities - Summary of Available For Sale Securities (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	$ 40,869
Gross Unrealized Gain	0
Gross Unrealized Loss	(73)
Fair Value	40,796
Short-term marketable securities [Member] \| Commercial paper [Member]
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	15,608
Gross Unrealized Gain	0
Gross Unrealized Loss	(21)
Fair Value	15,587
Short-term marketable securities [Member] \| U.S. government treasuries [Member]
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	1,007
Gross Unrealized Gain	0
Gross Unrealized Loss	(2)
Fair Value	1,005
Short-term marketable securities [Member] \| U.S. government agency securities [Member]
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	16,105
Gross Unrealized Gain	0
Gross Unrealized Loss	(36)
Fair Value	16,069
Short-term marketable securities [Member] \| Corporate debt securities [Member]
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	8,149
Gross Unrealized Gain	0
Gross Unrealized Loss	(14)
Fair Value	$ 8,135

Nature of Business - Additional Information (Details)	12 Months Ended
Nature of Business - Additional Information (Details)	Dec. 31, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Incorporation date	Dec. 19, 2018

Commitments and Contingencies

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

9. Commitments and Contingencies

Litigation

The Company is not currently a party to any material legal proceedings and is not aware of any pending or threatened claims. From time to time, the Company may be subject to various legal proceedings and claims that arise in the ordinary course of its business activities.

Leases

On December 23, 2020, the Company entered into a five-year term lease agreement which commenced on January 1, 2021. In April and May, 2021, the lease was amended to include additional space. The annual rent expense is approximately $1.2 million.

At December 31, 2023, the Company had operating lease liabilities of approximately $2.5 million and right of use assets of approximately $2.2 million, which were included in the consolidated balance sheets.

In connection with the Company’s strategic plan and workforce reduction (see

ote 5), the Company has consolidated its leased office space at its corporate headquarters location. Effective July 2022, the Company subleased substantially all of its unused office space for a term of 18 months at a base rent of $50,000 per month. The Company has not been legally released from its primary obligations under the original lease and subsequent amendments and, therefore, continues to account for the original lease according to Accounting Standard Codification (“ASC”) Topic 842, “Leases.” The Company records both fixed and variable payments received from the sublessee in its consolidated statements of operations and comprehensive loss on a straight-line basis as an offset to rent expense. Such payments received in the years ended December 31, 2023 and 2022 were $0.6 million and $0.3 million, respectively. The Company also received a $50,000 deposit, recorded as a noncurrent liability in the consolidated balance sheet at December 31, 2023.

The following summarizes quantitative information about the Company’s operating leases (dollars in thousands):


	For the years ended
	December 31, 2023			December 31, 2022
Lease cost
Operating lease cost	$	1,196		$	1,196
Variable lease cost		—			—

Total operating lease expense	$	1,196		$	1,196

Other information
Operating cash flows from operating leases	$	1,270		$	1,048
Right-of-use assets obtained in exchange for operating lease liabilities	$	—		$	—
Weighted-average remaining lease term—operating leases		2.0			2.9
Weighted-average discount rate—operating leases		8	%		8	%

As of December 31, 2023, future minimum payments during the next three years are as follows (in thousands):


Year ended December 31, 2024	$	1,320
Year ended December 31, 2025		1,372
Year ended December 31, 2026		28

Total		2,720
Less present value discount		(218	)

Operating lease liabilities included in the Consolidated Balance Sheet at December 31, 2023	$	2,502

Stock-Based Compensation - Schedule of Weighted-Average Assumptions Used to Estimate Fair Value of Stock Options and Restricted Stock Awards using Black-Scholes Option Valuation Model (Details) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-based Payment Arrangement [Abstract]
Exercise price	$ 0.9	$ 3.3
Expected term (years)	5 years 7 months 6 days	5 years 9 months 18 days
Volatility (annual)	89.50%	85.10%
Risk-free rate	4.00%	2.80%
Dividend yield (per share)	0.00%	0.00%

Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Other Comprehensive Income (Loss) [Member]	Accumulated Deficit [Member]
Beginning Balance at Dec. 31, 2021	$ 100,321	$ 2	$ 156,311	$ (21)	$ (55,971)
Beginning Balance, Shares at Dec. 31, 2021		21,057
Issuance of common stock from employee stock plans	280		280
Issuance of common stock from employee stock plans, Shares		186
Stock-based compensation	10,056		10,056
Cumulative translation adjustment	69			69
Unrealized gain (loss) on marketable securities	(74)			(74)
Net loss	(62,984)				(62,984)
Ending Balance at Dec. 31, 2022	47,668	$ 2	166,647	(26)	(118,955)
Ending Balance, Shares at Dec. 31, 2022		21,243
Issuance of common stock from employee stock plans	114		114
Issuance of common stock from employee stock plans, Shares		165
Stock-based compensation	3,563		3,563
Cumulative translation adjustment	(40)			(40)
Unrealized gain (loss) on marketable securities	74			74
Net loss	(40,157)				(40,157)
Ending Balance at Dec. 31, 2023	$ 11,222	$ 2	$ 170,324	$ 8	$ (159,112)
Ending Balance, Shares at Dec. 31, 2023		21,408

- Definition

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

+ References

+ Details

- Definition

Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest.

+ References

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+ Details

Stock-Based Compensation - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Jan. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding, Stock Options	4,353	3,408
Options granted, Stock Options	1,131,000	2,509,000
Options exercised, Stock Options	(3,000)	(2,000)
Options cancelled, Stock Options	(262,000)	(1,562,000)
Outstanding, Stock Options	5,219	4,353	3,408
Options vested and exercisable, Stock Options				3,628,000
Outstanding, Weighted Average Exercise Price	$ 10.87	$ 18.74
Options granted, Weighted Average Exercise Price	1.22	3.3
Options exercised, Weighted Average Exercise Price	0.82	0.82
Options cancelled, Weighted Average Exercise Price	11.74	15.89
Outstanding, Weighted Average Exercise Price	$ 8.74	$ 10.87	$ 18.74
Options vested and exercisable, Weighted Average Exercise Price (in years)				$ 11.25
Outstanding, Outstanding, Weighted Average Remaining Contractual Life (in years)	8 years 1 month 6 days	8 years 7 months 6 days	10 years
Outstanding, Outstanding, Weighted Average Remaining Contractual Life (in years)	8 years 1 month 6 days	8 years 7 months 6 days	10 years
Options vested and exercisable, Weighted Average Remaining Contractual Life (in years)	7 years 9 months 18 days
Outstanding, Aggregate Intrinsic Value	$ 134
Options vested and exercisable, Aggregate Intrinsic Value				$ 73

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2023

Share-based Payment Arrangement [Abstract]

Summary of Stock Option Activity

Stock option activity under the Plan is as follows (amounts in thousands, except per share amount):


	Stock Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in years)		Aggregate Intrinsic Value
Outstanding at January 1, 2022		3,408		$	18.74		10.0	$	—
Options granted		2,509			3.30		—		—
Options exercised		(2	)		0.82		—		—
Options cancelled		(1,562	)		15.89		—		—

Outstanding at December 31, 2022		4,353			10.87		8.6		—
Options granted		1,131			1.22		—		—
Options exercised		(3	)		0.82		—		—
Options cancelled		(262	)		11.74		—		—

Outstanding at December 31, 2023		5,219		$	8.74		8.1	$	134

Options vested and exercisable at December 31, 2023		3,628		$	11.25		7.8	$	73

Summary of Weighted-Average Assumptions Used to Estimate Fair Value of Stock Options and Restricted Stock Awards using Black-Scholes Option Valuation Model


	For the years ended December 31,
	2023			2022
Exercise price	$	0.90		$	3.30
Expected term (years)		5.6			5.8
Volatility (annual)		89.5	%		85.1	%
Risk-free rate		4.0	%		2.8	%
Dividend yield (per share)		0	%		0	%

Summary of Stock Based Compensation Expense

Total stock-based compensation expense recognized in the accompanying consolidated statements of operations and comprehensive loss for stock option awards is as follows (amounts in thousands):


	For the years ended December 31,
	2023		2022
Research and development	$	1,712	$	4,988
General and administrative		1,851		4,621
Restructuring		—		447

Total stock-based compensation expense	$	3,563	$	10,056

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2023

Contractual Obligation, Fiscal Year Maturity [Abstract]

Summary of Quantitative Information About the Company's Operating Leases

The following summarizes quantitative information about the Company’s operating leases (dollars in thousands):


	For the years ended
	December 31, 2023			December 31, 2022
Lease cost
Operating lease cost	$	1,196		$	1,196
Variable lease cost		—			—

Total operating lease expense	$	1,196		$	1,196

Other information
Operating cash flows from operating leases	$	1,270		$	1,048
Right-of-use assets obtained in exchange for operating lease liabilities	$	—		$	—
Weighted-average remaining lease term—operating leases		2.0			2.9
Weighted-average discount rate—operating leases		8	%		8	%

Summary of Future Minimum Lease Payments

As of December 31, 2023, future minimum payments during the next three years are as follows (in thousands):


Year ended December 31, 2024	$	1,320
Year ended December 31, 2025		1,372
Year ended December 31, 2026		28

Total		2,720
Less present value discount		(218	)

Operating lease liabilities included in the Consolidated Balance Sheet at December 31, 2023	$	2,502

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

Stock-Based Compensation - Schedule of Employee Service Share Based Compensation Allocation of Recognized Period Costs (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Payment Arrangement, Expense	$ 3,563	$ 10,056
Research and Development [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Payment Arrangement, Expense	1,712	4,988
General and Administrative [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Payment Arrangement, Expense	1,851	4,621
Restructuring [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Payment Arrangement, Expense	$ 0	$ 447

- 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

Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Summary of Restricted Stock Activity

A summary of restricted stock activity for the years ended December 31, 2023 and 2022 is presented below:


	Number of Shares			Weighted Average Grant Date Fair Value per Share
Nonvested at January 1, 2022		182,686		$	0.045
Vested		(115,684	)		—

Nonvested at December 31, 2022		67,002		$	0.065
Vested		(48,940	)		—

Nonvested at December 31, 2023		18,062		$	0.103

Income Taxes

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Income Taxes

13. Income Taxes

The Company has no provision for income taxes for the years ended December 31, 2023 and 2022. The Company has no current tax expense from losses and no deferred expense from the valuation allowance.

Income (loss) before provision for income taxes consisted of the following (amounts in thousands):


	For the Year Ended December 31,
	2023			2022
United States	$	(35,281	)	$	(58,708	)
International		(4,876	)		(4,276	)

	$	(40,157	)	$	(62,984	)

The effective tax rate of the Company’s provision (benefit) for income taxes differs from the federal statutory rate as follows:


	For the Year Ended December 31,
	2023			2022
Statutory federal income tax rate		21.0	%		21.0	%
State taxes, net of federal tax benefit		0.1	%		0.7	%
Change in fair value of warrant liabilities		—	%		2.0	%
Research and development		2.0	%		(0.7	%)
Other		0.5	%		(0.1	%)
Change in valuation allowance		(23.6	%)		(22.9	%)

Income taxes provision (benefit)		0.0	%		0.0	%

Significant components of the Company’s net deferred tax assets as of December 31, 2023 and 2022, are as follows (amounts in thousands):


	As of December 31,
	2023			2022
Deferred tax assets:
Net operating loss	$	15,475		$	9,639
Stock-based compensation		5,235			5,025
Depreciation and amortization		—			4,198
Capitalized research and development		14,734			7,314
Research and development credit		2,231			1,635
Accruals and reserves		137			471
Lease liability		462			722

Total deferred income tax assets		38,274			29,004
Less: Valuation allowances		(37,748	)		(28,360	)

Deferred tax assets, net of valuation allowances	$	526		$	644

Deferred tax liabilities:
Right of use asset		(526	)		(644	)

Total deferred income tax liabilities	$	(526	)	$	(644	)

Net deferred taxes	$	—		$	—

ASC 740 requires that the tax benefit of net operating losses, temporary differences and credit carryforwards be recorded as an asset to the extent that management assesses that realization is “more likely than not.” Realization of the future tax benefits is dependent on the Company’s ability to generate sufficient taxable income within the carryforward period. Because of the Company’s recent history of operating losses, management believes that recognition of the deferred tax assets arising from the above-mentioned future tax benefits is currently not likely to be realized and, accordingly, has provided a valuation allowance. The Company’s valuation allowance increased by $9.4 million and $12.9 million for the years ended December 31, 2023 and 2022, respectively.

Effective for tax years beginning after December 31, 2021, taxpayers are required to capitalize any expenses incurred that are considered incidental to research and experimentation (R&E) activities under IRC Section 174. While taxpayers historically had the option of deducting these expenses under IRC Section 174, the December 2017 Tax Cuts and Jobs Act mandates capitalization and amortization of R&E expenses for tax years beginning after December 31, 2021. Expenses incurred in connection with R&E activities in the U.S. must be amortized over a five-year period and over a fifteen-year period if incurred outside the U.S. R&E activities are broader in scope than qualified research activities considered under IRC Section 41 (relating to the research tax credit). For the year ended December 31, 2023, the Company performed an analysis based on available guidance and determined that it will continue to be in a loss position even after the required capitalization and amortization of its R&E expenses. The Company will continue to monitor this issue for future developments, but it does not expect R&E capitalization and amortization to require it to pay cash taxes now or in the near future.

At December 31, 2023, the Company had federal and state net operating loss carryforwards of approximately $59.2 million and $0.7 million, respectively. The federal net operating loss carryforwards can be carried forward indefinitely, with certain limitations. A portion of the state net operating loss carryforwards will expire beginning in 2039, if not utilized.

As of December 31, 2023, the Company also has Federal and California research and development credits of $2.6 million and $1.1 million, respectively. The federal tax credit carryforwards will expire beginning in 2039, if not utilized. The state tax credit carryforwards do not expire.

The following table summarizes activity related to the Company’s gross unrecognized tax benefits (amounts in thousands):


	Total
Balance as of December 31, 2021	$	518
Increase/decrease due to prior year positions		(164	)
Increase/decrease due to current year positions		625

Balance as of December 31, 2022		979
Increase/decrease due to prior year positions		—
Increase/decrease due to current year positions		259

Balance as of December 31, 2023	$	1,238

The unrecognized tax benefits, if recognized, would not have an impact on the Company’s effective tax rate due to the valuation allowance. The Company does not expect a significant change to its unrecognized tax benefits over the next twelve months. The Company files income tax returns in the United States, California and Germany jurisdictions and is not currently under examination by federal, state or local taxing authorities for any open tax years. The tax years 2019 through 2023 remain open to examination by the major taxing authorities. In addition, net operating losses arising from prior years are also subject to examination at the time they are utilized in future years. The Company records interest related to uncertain tax positions as interest, and any penalties are recorded as income tax expense in its consolidated statements of operations and comprehensive loss.

Utilization of net operating losses and tax credit carryforwards may be limited by the “ownership change” rules, as defined in Section 382 of the Internal Revenue Code (any such limitation, a “Section 382 limitation”). Similar rules may apply under state tax laws. The Company has not performed an analysis to determine whether an “ownership change” occurred from inception to December 31, 2023. If a change

ownership were to have occurred, additional net operating loss and tax credit carryforwards could be eliminated or restricted. If eliminated, the related asset would be removed from the deferred tax asset schedule with a corresponding reduction in the valuation allowance.

ASC

740-10,

“Income Taxes”, prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of uncertain tax positions taken or expected to be taken in the Company’s income tax return and also provides guidance on

de-recognition,

classification, interest and penalties, accounting in interim periods, disclosure, and transition.

- 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

Net Loss per Share Applicable to Common Stockholders

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Net Loss per Share Applicable to Common Stockholders

12. Net Loss per Share Applicable to Common Stockholders

Basic loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the reporting period. Diluted loss per common share is computed similarly to basic loss per common share except that it reflects the potential dilution that could occur if dilutive securities or other obligations to issue common stock were exercised or converted into common stock.

The following table sets forth the computation of loss per share for the years ended December 31, 2023 and 2022, respectively (amounts in thousands, except per share number):


	For the years ended December 31,
	2023			2022
Numerator:
Net loss	$	(40,157	)	$	(62,984	)

Denominator:
Weighted average common shares outstanding, basic and diluted		21,295			21,029

Net loss per common share, basic and diluted	$	(1.89	)	$	(3.00	)


	For the years ended December 31,
	2023		2022
Options outstanding		5,219		4,353
Warrants		3,295		3,295
Restricted stock		18		67

Total		8,532		7,715

Income Taxes - Additional Information (Details) - USD ($)		12 Months Ended
	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Jan. 31, 2023
Operating Loss Carryforwards [Line Items]
Provision for income tax		$ 0	$ 0
Current tax expense		0
Deferred tax assets valuation allowance	$ 0	0	0	$ 0
Increase in valuation allowance		$ 9,400,000	$ 12,900,000
Tax credit carry forward expiration year		2039 days
Minimum [Member]
Operating Loss Carryforwards [Line Items]
Open Tax Year	2019
Maximum [Member]
Operating Loss Carryforwards [Line Items]
Open Tax Year	2023
U.S. Federal [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carryforward		$ 59,200,000
State [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carry forward expiration year		2039 days
Net operating loss carryforward		$ 700,000
Research [Member] \| U.S. Federal [Member]
Operating Loss Carryforwards [Line Items]
Tax carry forward		2,600,000
Research [Member] \| State [Member]
Operating Loss Carryforwards [Line Items]
Tax carry forward		$ 1,100,000

Cover Page - USD ($) $ in Millions	12 Months Ended
Cover Page - USD ($) $ in Millions	Dec. 31, 2023	Mar. 26, 2024	Jun. 30, 2023
Document Information [Line Items]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Entity Registrant Name	Vincerx Pharma, Inc.
Entity Central Index Key	0001796129
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Interactive Data Current	Yes
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Entity Public Float			$ 23.0
Entity Common Stock, Shares Outstanding		21,413,389
Entity Shell Company	false
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity File Number	001-39244
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	83-3197402
Entity Address, Address Line One	260 Sheridan Avenue, Suite 400
Entity Address, City or Town	Palo Alto
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94306
City Area Code	650
Local Phone Number	800-6676
Document Annual Report	true
Document Transition Report	false
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	VINC
Security Exchange Name	NASDAQ
ICFR Auditor Attestation Flag	false
Auditor Name	WithumSmith+Brown, PC
Auditor Firm ID	100
Auditor Location	East Brunswick, New Jersey
Documents Incorporated by Reference	Portions of the registrant’s definitive proxy statement for its 2024 Annual Meeting of Stockholders, which will be filed with the United States Securities and Exchange Commission within 120 days of December 31, 2023, are incorporated by reference into Part III of this Annual Report on Form 10-K.
Document Financial Statement Error Correction [Flag]	true
Document Financial Statement Restatement Recovery Analysis [Flag]	false

Bayer License Agreement - Additional Information (Details) - USD ($) $ in Millions		12 Months Ended
	Jan. 05, 2021	Dec. 31, 2023	Dec. 31, 2022
Bayer License Agreement [Line Items]
Date of licence agreement with Bayer		Oct. 07, 2020
Licence fee payable to Bayer		$ 1.0	$ 1.0
Licence fee paid to Bayer	$ 5.0
Aggregate milestone payments Payable to Bayer		1,000.0
Maximum [Member]
Bayer License Agreement [Line Items]
Milestone payments payables per licenced product to Bayer		318.0
Minimum [Member]
Bayer License Agreement [Line Items]
Milestone payments payables per licenced product to Bayer		$ 110.0

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Preferred stock par value	$ 0.0001	$ 0.0001
Preferred stock shares authorized	30,000,000	30,000,000
Preferred stock shares issued	0	0
Preferred stock shares outstanding	0	0
Common stock par value	$ 0.0001	$ 0.0001
Common stock shares authorized	120,000,000	120,000,000
Common stock shares issued	21,407,510	21,242,884
Common stock shares outstanding	21,407,510	21,242,884

Fair Value Measurement - Summary of Changes in Level 3 Warrant liabilities measured at fair value (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair Value, Net Derivative Asset (Liability), Recurring Basis, Still Held, Unrealized Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Marketable Securities, Unrealized Gain (Loss)	Marketable Securities, Unrealized Gain (Loss)
Level 3 [Member] \| Warrant [Member]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning balance	$ 144	$ 6,447
Change in fair value	47	(6,303)
Ending balance	$ 191	$ 144

Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Operating expenses:
General and administrative	$ 13,636	$ 18,885
Research and development	28,973	49,837
Restructuring	0	2,469
Total operating expenses	42,609	71,191
Loss from operations	(42,609)	(71,191)
Other income (expense)
Change in fair value of warrant liabilities	(47)	6,303
Interest income	1,251	664
Other income (expense), net	1,248	1,240
Total other income (expense)	2,452	8,207
Net loss	(40,157)	(62,984)
Other comprehensive income (loss):
Net foreign currency translation gain (loss)	(40)	69
Net unrealized gain (loss) on marketable securities	74	(74)
Comprehensive loss	$ (40,123)	$ (62,989)
Net loss per common share, basic	$ (1.89)	$ (3)
Net loss per common share, diluted	$ (1.89)	$ (3)
Weighted average common shares outstanding, basic	21,295	21,029
Weighted average common shares outstanding, diluted	21,295	21,029

Balance Sheet Details - Summary of Other Current Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Jan. 31, 2023	Dec. 31, 2022
Disclosure Of Balance Sheet Details [Line Items]
Other current assets	$ 784		$ 1,929
Other Current Assets [Member]
Disclosure Of Balance Sheet Details [Line Items]
Clinical related vendor prepayments	407		1,560
Payroll tax refund receivable	250	$ 0
Other	$ 127		$ 369

Bayer License Agreement	12 Months Ended
Bayer License Agreement	Dec. 31, 2023
Bayer License Agreement [Abstract]
Bayer License Agreement	4. Bayer License Agreement On October 7, 2020, Legacy Vincerx Pharma entered into the Bayer License Agreement, which became effective on December 23, 2020 upon the closing of the Business Combination. Pursuant to the Bayer License Agreement, Legacy Vincerx Pharma has an exclusive, worldwide, royalty-bearing license under certain Bayer patents and know-how to develop, use, manufacture, commercialize, sublicense and distribute (i) a clinical-stage and follow-on small molecule drug platform, including a P-TEFb inhibitor compound, and (ii) a preclinical stage bioconjugation platform, which includes next-generation antibody-drug conjugates and innovative small molecule drug conjugates. Following the closing of the Business Combination, the Company paid Bayer a $5.0 million upfront license fee on January 5, 2021. During 2022 and 2023, the Company recorded $1.0 million in development milestones payable to Bayer in connection with the Company’s IND filings for VIP236 and VIP943, respectively. Each of these milestone obligations were expensed as incurred. If the Company achieves all of the development and commercial sales milestones for license products under the Bayer License Agreement for each of the countries and disease indications, the Company would be obligated to pay milestone payments that range from $110.0 million to up to $318.0 million per licensed product, and upon successful commercialization of at least five licensed products, the Company could be required to pay aggregate milestone payments in excess of $1 billion. In addition to milestone payments, the Company is also required to pay Bayer under the Bayer License Agreement ongoing royalties in the single digit to low double-digit percentage range on net commercial sales of licensed products.

Balance Sheet Details - Summary Of Accrued Expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Accrued payroll	$ 332	$ 297
Accrued bonus	0	2,042
Accrued benefits	918	923
Accrued manufacturing, clinical trial and related	505	661
Total Accrued Liabilities	$ 1,755	$ 3,923

Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($)	Dec. 31, 2023	Jan. 31, 2023	Dec. 31, 2022
Deferred tax assets:
Net operating loss	$ 15,475,000		$ 9,639,000
Stock-based compensation	5,235,000		5,025,000
Depreciation and amortization	0		4,198,000
Capitalized research and development	14,734,000		7,314,000
Research and development credit	2,231,000		1,635,000
Accruals and reserves	137,000		471,000
Lease liability	462,000		722,000
Total deferred income tax assets	38,274,000		29,004,000
Less: Valuation allowances	(37,748,000)		(28,360,000)
Deferred tax assets, net of valuation allowances	526,000		644,000
Deferred tax liabilities:
Right of use asset	(526,000)		(644,000)
Total deferred income tax liabilities	(526,000)		(644,000)
Net deferred taxes	$ 0	$ 0	$ 0

Balance Sheet Details

12 Months Ended

Dec. 31, 2023

Balance Sheet Related Disclosures [Abstract]

Balance Sheet Details

8. Balance Sheet Details

Other current assets consist of the following at December 31, 2023 and 2022 (in thousands):


	December 31, 2023		December 31, 2022
Clinical related vendor prepayments	$	407	$	1,560
Payroll tax refund receivable		250		—
Other		127		369

	$	784	$	1,929

Property, plant and equipment, net consist of the following at December 31, 2023 and 2022 (in thousands):


	December 31, 2023			December 31, 2022			Estimated Useful Life
Furniture and fixtures	$	236		$	236			5 years
Computers		20			20			3-5 years

Total		256			256
Less: accumulated depreciation		(131	)		(79	)

Total property, plant and equipment, net	$	125		$	177

Depreciation expense was approximately $52,000 and $54,000 for the years ended December 31, 2023 and 2022, respectively.

The following table sets forth the components of accrued expenses at December 31, 2023 and 2022, respectively (in thousands):


	December 31, 2023		December 31, 2022
Accrued payroll	$	332	$	297
Accrued bonus		—		2,042
Accrued benefits		918		923
Accrued manufacturing, clinical trial and related		505		661

	$	1,755	$	3,923

Stockholders' Equity - Additional Information (Details) - USD ($)			2 Months Ended	12 Months Ended
	May 31, 2020	Jul. 31, 2019	Aug. 31, 2019	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Jan. 31, 2023	Dec. 31, 2020
Class Of Stock [Line Items]
Preferred stock shares authorized				30,000,000	30,000,000
Preferred stock par value				$ 0.0001	$ 0.0001
Preferred stock shares outstanding				0	0
Common stock shares authorized				120,000,000	120,000,000
Common stock par value				$ 0.0001	$ 0.0001
Unrecognized stock based compensation				$ 700,000
Amotization period of unrecognized stock based compensation				7 months 6 days
No of Warrents outstanding				3,295,000	3,295,000			10,133,767
Common stock shares outstanding				21,407,510	21,242,884
Employee Stock Purchase Plan [Member]
Class Of Stock [Line Items]
Stock issued during period shares employee stock purchase plans				161,668	183,366
Stock issued during period value employee stock purchase plans				$ 112,000	$ 278,000
Private Placement [Member]
Class Of Stock [Line Items]
Shares issued price per warrant				$ 11.5
Public Warrant [Member]
Class Of Stock [Line Items]
No of Warrents outstanding					0	6,563,767
Shares issued price per warrant							$ 11.5
Class of warrant or right redemption threshold trading days				20 days
Private Warrants [Member]
Class Of Stock [Line Items]
No of Warrents outstanding				3,295,000		3,570,000
Common stock conversion				each private warrant is exercisable for one share of common stock at an exercise price of $11.50
Shares issued price per warrant							$ 11.5
Class of warrents exercised						275,000
Class of warrant or right redemption threshold trading days				20 days
Class of warrant or right redemption threshold consecutive trading days				30 days
Warrant expiration term				5 years
Proceeds from Issuance of Common Stock						$ 3,200,000
ClassOfWarrantOrRightExercisedDuringThePeriod				0	0
Private Warrants [Member] \| Rosedale Park LLC [Member]
Class Of Stock [Line Items]
Class of warrents exercised				500,000			500,000
Warrants expiration date				Mar. 05, 2025
Private Warrants [Member] \| LifeSci Holdings LLC [Member]
Class Of Stock [Line Items]
Class of warrents exercised				500,000			500,000
Restricted Stock [Member]
Class Of Stock [Line Items]
Unrecognized stock based compensation				$ 1,600
Amotization period of unrecognized stock based compensation				4 months 24 days
Stock Issued During Period, Shares, Reverse Stock Splits		(826,510)
Issuance of restricted stock, Shares			471,850
Fair value of restricted stock			$ 6,000
Stock issued for services	173,552
Stock issued per share	$ 0.07
Restricted Stock [Member] \| Vincera Pharma [Member]
Class Of Stock [Line Items]
Stock Issued During Period, Shares, Reverse Stock Splits	(304,000)
Common Stock [Member] \| Private Warrants [Member]
Class Of Stock [Line Items]
Share redemption trigger price				$ 20			$ 20

Net Loss per Share Applicable to Common Stockholders - Schedule of Earnings Per Share Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Earnings Per Share [Abstract]
Net loss	$ (40,157)	$ (62,984)
Denominator:
Weighted Average Number of Shares Outstanding, Diluted	21,295	21,029
Earnings Per Share, Basic	$ (1.89)	$ (3)
Earnings Per Share, Diluted	$ (1.89)	$ (3)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

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- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

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+ Details

- Definition

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

+ References

+ Details

Available-For-Sale Securities (Tables)

12 Months Ended

Dec. 31, 2023

Debt Securities, Available-for-Sale [Abstract]

Summary of Available For Sale Securities

All marketable securities were considered

available-for-sale

at December 31, 2022. There were no marketable securities at December 31, 2023.

The amortized cost, gross unrealized holding gains or losses, and fair value of the Company’s marketable securities by major security type at December 31, 2022 are summarized in the table below (amounts in thousands):


	December 31, 2022
	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss			Fair Value
Assets:
Short-term marketable securities:
Commercial paper	$	15,608	$	—	$	(21	)	$	15,587
U.S. government treasuries		1,007		—		(2	)		1,005
U.S. government agency securities		16,105		—		(36	)		16,069
Corporate debt securities		8,149		—		(14	)		8,135

Total marketable securities	$	40,869	$	—	$	(73	)	$	40,796

- Definition

Tabular disclosure of investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale).

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
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-Subparagraph (a)
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+ Details

Summary of Significant Accounting Policies - Summary of Tabular Form of Impact of Restatement on The Income Statement (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Disclosure In Tabular Form Of Impact Of Restatement On The Income Statement [Line Items]
Operating expenses	$ 42,609	$ 71,191
Loss from operations	(42,609)	(71,191)
Other income (expense):
Change in fair value of warrant liabilities	(47)	6,303
Interest income	1,251	664
Other income (expense), net	1,248	1,240
Total other income (expense)	2,452	8,207
Net loss	(40,157)	(62,984)
Comprehensive loss	$ (40,123)	$ (62,989)
Net loss per common share, basic	$ (1.89)	$ (3)
Net loss per common share, diluted	$ (1.89)	$ (3)
Weighted average common shares outstanding, basic	21,295	21,029
Weighted average common shares outstanding, diluted	21,295	21,029
Scenario Previously Reported [Member]
Disclosure In Tabular Form Of Impact Of Restatement On The Income Statement [Line Items]
Operating expenses		$ 73,574
Loss from operations		(73,574)
Other income (expense):
Change in fair value of warrant liabilities		6,303
Interest income		664
Other income (expense), net		1,240
Total other income (expense)		8,207
Net loss		(65,367)
Comprehensive loss		$ (65,372)
Net loss per common share, basic		$ (3.11)
Net loss per common share, diluted		$ (3.11)
Weighted average common shares outstanding, basic		21,029
Weighted average common shares outstanding, diluted		21,029
Restatement Adjustment [Member]
Disclosure In Tabular Form Of Impact Of Restatement On The Income Statement [Line Items]
Operating expenses		$ (2,383)
Loss from operations		2,383
Other income (expense):
Change in fair value of warrant liabilities		0
Interest income		0
Other income (expense), net		0
Total other income (expense)		0
Net loss		2,383
Comprehensive loss		$ 2,383
Net loss per common share, basic		$ (0.11)
Net loss per common share, diluted		$ (0.11)
Weighted average common shares outstanding, basic		0
Weighted average common shares outstanding, diluted		0

Restructuring

12 Months Ended

Dec. 31, 2023

Restructuring and Related Activities [Abstract]

Restructuring

5. Restructuring

On June 4, 2022, the Board of Directors of the Company approved a strategic plan to prioritize and focus its resources on certain of its enitociclib

clinical studies and its next generation bioconjugation platform and streamline and realign its resources to support these prioritized studies. This plan included a reduction of the Company’s full-time employees by 33% and other cost reduction measures. Affected employees were offered separation benefits, including severance payments, payments to cover premiums for continuation of healthcare coverage for a limited period and in some cases vesting acceleration on certain outstanding stock options.

The Company incurred approximately $2.5 million of severance and related expenses during 2022, which includes approximately $0.5 million of stock-based compensation expense related to the acceleration of stock options to certain affected employees.

The activity in the accrued restructuring balance, included within accrued expenses on the consolidated balance sheet, was as follows for the year ended December 31, 2022 (in thousands):


	Restructuring liabilities at January 1, 2022		Charges		Cash payments			Restructuring liabilities at December 31, 2022
Workforce reduction	$	—	$	2,022	$	(2,022	)	$	—

The Company does not expect to incur additional restructuring charges or cash expenditures associated with this restructuring.

Fair Value Measurement

12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurement

6. Fair Value Measurement

The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used for such measurements were as follows (amounts in thousands):


	Fair Value Measured as of December 31, 2023
	Level 1		Level 2		Level 3		Total
Assets:
Cash Equivalents:
Money market funds	$	4,682	$	—	$	—	$	4,682
U.S. government treasuries		6,233		—		—		6,233
U.S. government agency securities		—		999		—		999

Total cash equivalents	$	10,915	$	999	$	—	$	11,914


	Fair Value Measured as of December 31, 2022
	Level 1		Level 2		Level 3		Total
Assets:
Cash Equivalents:
Money market funds	$	2,266	$	—	$	—	$	2,266
Commercial paper		—		4,496		—		4,496
Corporate debt securities		—		3,032		—		3,032
Short-term marketable securities:
Commercial paper		—		15,587		—		15,587
U.S. government treasuries		1,005		—		—		1,005
U.S. government agency securities		—		16,069		—		16,069
Corporate debt securities		—		8,135		—		8,135

Total cash equivalents and marketable securities	$	3,271	$	47,319	$	—	$	50,590

There were no marketable securities at December 31, 2023. The Company’s Level 2 securities are valued using third-party pricing sources. The pricing services utilize industry standard valuation models, including both income and market-based approaches, for which all significant inputs are observable, either directly or indirectly. There were no transfers of assets between Level 1, Level 2, or Level 3 during the years ended December 31, 2023 and 2022.


	Fair Value Measured as of December 31, 2023
	Level 1		Level 2		Level 3		Total
Liabilities:
Common stock warrant liabilities	$	—	$	—	$	191	$	191

Total fair value	$	—	$	—	$	191	$	191


	Fair Value Measured as of December 31, 2022
	Level 1		Level 2		Level 3		Total
Liabilities:
Common stock warrant liabilities	$	—	$	—	$	144	$	144

Total fair value	$	—	$	—	$	144	$	144

The estimated fair value of the warrant liability for the private warrants at December 31, 2023 and 2022 was determined using Level 3 inputs. Inherent in a Monte Carlo options pricing model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on its historical volatility for a time period that approximates the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury

zero-coupon

yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. There were no changes to the number of private warrants underlying the Level 3 financial instruments during the year ended December 31, 2023. There were no transfers between Level 1, 2, or 3 during the years ended December 31, 2023 and 2022.

The following table presents changes in Level 3 liabilities measured at fair value for the years ended December 31, 2023 and 2022. Both observable and unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. Unrealized gains and losses associated with liabilities within the Level 3 category include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long-dated volatilities) inputs (in thousands).


	Warrant Liability
Balance – January 1, 2022	$	6,447
Change in fair value		(6,303	)

Balance – December 31, 2022		144
Change in fair value		47

Balance – December 31, 2023	$	191

A summary of the weighted average (in aggregate) significant unobservable inputs (Level 3 inputs) used in measuring the Company’s warrant liabilities that are categorized within Level 3 of the fair value hierarchy as of December 31, 2023 and 2022 is as follows:


	As of December 31, 2023			As of December 31, 2022
Stock price	$	1.18		$	1.02
Exercise price	$	11.50		$	11.50
Option term (years)		2.0			3.0
Volatility (annual)		90.9	%		73.7	%
Risk-free rate		4.2	%		4.1	%
Dividend yield (per share)		0	%		0	%

- Definition

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

+ References + Details

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Basis of Presentation

Liquidity and Going Concern

As of December 31, 2023, the Company had approximately $12.8

In accordance with Accounting Standards Update (“ASU”)

2014-15,

Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic

205-40),

ill

need additional capital prior to the

one-year

Revision of Previously Reported Consolidated Financial Statements

Accounting Changes and Error Corrections

period financial statements impacted for this error. The impact of the revision on the 2022 consolidated financial statements is as follows:


	As of December 31, 2022
	As Previously Reported			Revision			As Revised
Balance Sheet
Stockholders’ equity
Preferred stock - $ 0.0001 par value	$	—		$	—		$	—
Common stock - $ 0.0001 par value		2			—			2
Additional paid-in-capital		169,030			(2,383	)		166,647
Accumulated other comprehensive loss		(26	)					(26	)
Accumulated deficit		(121,338	)		2,383			(118,955	)

Total stockholders’ equity		47,668			—			47,668

Total liabilities and stockholders’ equity	$	59,286		$	—		$	59,286


	Year Ended December 31, 2022
	As Previously Reported			Revision			As Revised
	(In thousands, except per share amounts)
Statement of Operations and Comprehensive Loss
Operating expenses	$	73,574		$	(2,383	)	$	71,191

Loss from operations		(73,574	)		2,383			(71,191	)

Other income (expense):
Change in fair value of warrant liabilities		6,303			—			6,303
Interest income		664			—			664
Other income (expense), net		1,240			—			1,240

Total other income		8,207			—			8,207

Net loss	$	(65,367	)	$	2,383		$	(62,984	)

Comprehensive loss	$	(65,372	)	$	2,383		$	(62,989	)

Net loss per common share, basic and diluted	$	(3.11	)	$	(0.11	)	$	(3.00	)
Weighted average common shares outstanding, basic and diluted		21,029			—			21,029

The impact of the revision on quarterly unaudited consolidated financial statements is as follows

stock-based compensation expense for the second and third quarters of 2022 were overstated by approximately $2.2 million and $0.3 million, respectively

, and understated by approximately $0.1 million in the fourth quarter of 2022.

Stock-based compensation for the first

second quarters of 2023 were understated by approximately $0.3 million

$0.4 million

respectively

, and overstated by approximately $0.7 million in the third quarter of 2023

Emerging Growth Company

non-emerging

Use of Estimates

The preparation of

consolidated

onsolidated

nce

Reclassifications

Concentration of Credit Risk

Concentrations of Credit Risk

Cash and Cash Equivalents

Management considers all highly liquid investments with an insignificant interest rate risk and original maturities of three months or less to be cash equivalents.

Restricted Cash

Restricted cash represents cash deposits with a financial institution in support of the Company’s corporate credit card program.

Marketable Securities

available-for-sale

Property, Plant and Equipment

Fair Value Measurement

Level 1—Quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities.

Private Warrant Liability

one-half

of one share of common stock.

Each public warrant entitled the registered holder to purchase

one-half

The Company evaluated the public and private warrants under ASC

815-40,

non-permitted

fixed-for-fixed

option on the Company’s common stock, these private warrants fail the indexation guidance in ASC

815-40.

This conclusion excludes the 500,000 private warrants held by LifeSci

Holdings LLC, which were amended in connection with the Business Combination to remove the cashless exercise provision and include a redemption provision, as described above.

Leases

The

right-of-use

Operating lease liabilities and their corresponding

right-of-use

assets are recorded based on the present value of lease payments over the expected remaining lease term. Certain adjustments to the

right-of-use

In accordance with ASC 842, components of a lease should be allocated between lease components (e.g., land, building) and

non-lease

components (e.g., common area maintenance, consumables). The fixed and

in-substance

fixed contract consideration (including any consideration related to

non-components)

must be allocated based on the respective relative fair values to the lease components and

non-lease

components.

Segments

Research and Development Costs

The Company expenses research and development costs as operating expenses as incurred. These expenses include acquired

in-process

research and development expenses for which there is no alternative future use, salaries for research and development personnel, consulting fees, product development,

pre-clinical

studies, clinical trial costs, and other fees and costs related to the development of the technology.

Stock-Based Compensation

The Company measures and recognizes compensation expense for all stock-based awards made to employees, directors, and

non-employees,

including stock options and restricted shares, based on estimated fair values recognized over the requisite service period.

non-standard

terms.

The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option.

Income Taxes

German Grant Income

In accordance with ASC 958, the

Company recognizes grant income in the period when the underlying eligible expenses are incurred. The German government grant program provides for tax refunds or direct reimbursements of eligible

research expenses

Foreign Currency Translation and Transactions

Comprehensive Income or Loss

Net Loss per Share of Common Stock

Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period.

Recent Accounting Pronouncements

In November 2023, Financial Accounting Standards Board (“FASB”) issued ASU

No. 2023-07

“Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” ASU

2023-07

In December 2023, FASB issued ASU

No. 2023-09

“Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” ASU

2023-09

Balance Sheet Details - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Balance Sheet Details [Abstract]
Depreciation Expense	$ 52,000	$ 54,000

Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Statutory federal income tax rate	21.00%	21.00%
State taxes, net of federal tax benefit	0.10%	0.70%
Change in fair value of warrant liabilities	0.00%	2.00%
Research and development	2.00%	(0.70%)
Other	0.50%	(0.10%)
Change in valuation allowance	(23.60%)	(22.90%)
Income taxes provision (benefit)	0.00%	0.00%

Fair Value Measurement (Tables)

12 Months Ended

Dec. 31, 2023

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Summary of Fair Value Assets Measured on Recurring Basis

The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used for such measurements were as follows (amounts in thousands):


	Fair Value Measured as of December 31, 2023
	Level 1		Level 2		Level 3		Total
Assets:
Cash Equivalents:
Money market funds	$	4,682	$	—	$	—	$	4,682
U.S. government treasuries		6,233		—		—		6,233
U.S. government agency securities		—		999		—		999

Total cash equivalents	$	10,915	$	999	$	—	$	11,914


	Fair Value Measured as of December 31, 2022
	Level 1		Level 2		Level 3		Total
Assets:
Cash Equivalents:
Money market funds	$	2,266	$	—	$	—	$	2,266
Commercial paper		—		4,496		—		4,496
Corporate debt securities		—		3,032		—		3,032
Short-term marketable securities:
Commercial paper		—		15,587		—		15,587
U.S. government treasuries		1,005		—		—		1,005
U.S. government agency securities		—		16,069		—		16,069
Corporate debt securities		—		8,135		—		8,135

Total cash equivalents and marketable securities	$	3,271	$	47,319	$	—	$	50,590

Summary of Liabilities Measured at Fair Value on Recurring Basis


	Fair Value Measured as of December 31, 2023
	Level 1		Level 2		Level 3		Total
Liabilities:
Common stock warrant liabilities	$	—	$	—	$	191	$	191

Total fair value	$	—	$	—	$	191	$	191


	Fair Value Measured as of December 31, 2022
	Level 1		Level 2		Level 3		Total
Liabilities:
Common stock warrant liabilities	$	—	$	—	$	144	$	144

Total fair value	$	—	$	—	$	144	$	144

Summary of Changes in Level 3 Warrant liabilities measured at fair value


	Warrant Liability
Balance – January 1, 2022	$	6,447
Change in fair value		(6,303	)

Balance – December 31, 2022		144
Change in fair value		47

Balance – December 31, 2023	$	191

Private Warrant [Member]

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Summary of Fair Value of the Company's warrant liabilities


	As of December 31, 2023			As of December 31, 2022
Stock price	$	1.18		$	1.02
Exercise price	$	11.50		$	11.50
Option term (years)		2.0			3.0
Volatility (annual)		90.9	%		73.7	%
Risk-free rate		4.2	%		4.1	%
Dividend yield (per share)		0	%		0	%

Restructuring - Additional Information (Details) - USD ($) $ in Thousands		12 Months Ended
	Jun. 04, 2022	Dec. 31, 2023	Dec. 31, 2022
Percentage of employees reduction	33.00%
Restructuring costs expected to be incurred through the year		$ 2,500
Share-based Payment Arrangement, Expense		3,563	$ 10,056
Employee Stock Option [Member]
Share-based Payment Arrangement, Expense		$ 500

Summary of Significant Accounting Policies - Summary of Impact of Restatement on The Balance Sheet of The Company (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Stockholders' equity
Preferred stock - $ 0.0001 par value	$ 0	$ 0
Common stock - $ 0.0001 par value	2	2
Additional paid-in-capital	170,324	166,647
Accumulated other comprehensive loss	8	(26)
Accumulated deficit	(159,112)	(118,955)
Total stockholders' equity	11,222	47,668	$ 100,321
Total liabilities and stockholders' equity	$ 18,217	59,286
Previously Reported [Member]
Stockholders' equity
Preferred stock - $ 0.0001 par value		0
Common stock - $ 0.0001 par value		2
Additional paid-in-capital		169,030
Accumulated other comprehensive loss		(26)
Accumulated deficit		(121,338)
Total stockholders' equity		47,668
Total liabilities and stockholders' equity		59,286
Revision of Prior Period, Adjustment [Member]
Stockholders' equity
Preferred stock - $ 0.0001 par value		0
Common stock - $ 0.0001 par value		0
Additional paid-in-capital		(2,383)
Accumulated deficit		2,383
Total stockholders' equity		0
Total liabilities and stockholders' equity		$ 0

Business Combination - Additional Information (Details) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2023 USD ($) $ / shares
Business Acquisition [Line Items]
Business combination share issue ratio	0.570895
Vincera Pharma [Member]
Business Acquisition [Line Items]
Number of consecutive trading days	20 days
Number of trading days	30 days
Percentage of the earnout shares to be issued to the shareholders of the acquiree company	90.60%
Vincera Pharma [Member] \| Volume Weighted Average Price One [Member]
Business Acquisition [Line Items]
Daily volume weighted average price per share \| $ / shares	$ 20
Base amount for determining daily volume weighted average price per share \| $	$ 20.0
Vincera Pharma [Member] \| Volume Weighted Average Price Two [Member]
Business Acquisition [Line Items]
Daily volume weighted average price per share \| $ / shares	$ 35
Base amount for determining daily volume weighted average price per share \| $	$ 20.0
Vincera Pharma [Member] \| Volume Weighted Average Price Three [Member]
Business Acquisition [Line Items]
Daily volume weighted average price per share \| $ / shares	$ 45
Base amount for determining daily volume weighted average price per share \| $	$ 20.0

Available-For-Sale Securities

12 Months Ended

Dec. 31, 2023

Debt Securities, Available-for-Sale [Abstract]

Available-For-Sale Securities

Available-For-Sale

Securities

All marketable securities were considered

available-for-sale

at December 31, 2022. There were no marketable securities at December 31, 2023.


	December 31, 2022
	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss			Fair Value
Assets:
Short-term marketable securities:
Commercial paper	$	15,608	$	—	$	(21	)	$	15,587
U.S. government treasuries		1,007		—		(2	)		1,005
U.S. government agency securities		16,105		—		(36	)		16,069
Corporate debt securities		8,149		—		(14	)		8,135

Total marketable securities	$	40,869	$	—	$	(73	)	$	40,796

As of December 31, 2022, some of the Company’s marketable securities were in an unrealized loss position. The Company determined that it did have the ability and intent to hold all marketable securities that have been in a continuous loss position until maturity or recovery, thus there has been no recognition of any other-than-temporary impairment in the year ended December 31, 2022.

Fair Value Measurement - Summary of Fair Value Assets Measured on Recurring Basis (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash equivalents and marketable securities		$ 50,590
Cash Equivalents [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash equivalents and marketable securities	$ 11,914
Cash Equivalents [Member] \| Money market funds [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash equivalents and marketable securities	4,682	2,266
Cash Equivalents [Member] \| Commercial paper [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash equivalents and marketable securities		4,496
Cash Equivalents [Member] \| U.S. government treasuries [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash equivalents and marketable securities	6,233
Cash Equivalents [Member] \| U.S. government agency securities [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash equivalents and marketable securities	999
Cash Equivalents [Member] \| Corporate debt securities [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash equivalents and marketable securities		3,032
Short-term marketable securities [Member] \| Commercial paper [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash equivalents and marketable securities		15,587
Short-term marketable securities [Member] \| U.S. government treasuries [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash equivalents and marketable securities		1,005
Short-term marketable securities [Member] \| U.S. government agency securities [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash equivalents and marketable securities		16,069
Short-term marketable securities [Member] \| Corporate debt securities [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash equivalents and marketable securities		8,135
Level 1 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash equivalents and marketable securities		3,271
Level 1 [Member] \| Cash Equivalents [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash equivalents and marketable securities	10,915
Level 1 [Member] \| Cash Equivalents [Member] \| Money market funds [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash equivalents and marketable securities	4,682	2,266
Level 1 [Member] \| Cash Equivalents [Member] \| Commercial paper [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash equivalents and marketable securities		0
Level 1 [Member] \| Cash Equivalents [Member] \| U.S. government treasuries [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash equivalents and marketable securities	6,233
Level 1 [Member] \| Cash Equivalents [Member] \| U.S. government agency securities [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash equivalents and marketable securities	0
Level 1 [Member] \| Cash Equivalents [Member] \| Corporate debt securities [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash equivalents and marketable securities		0
Level 1 [Member] \| Short-term marketable securities [Member] \| Commercial paper [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash equivalents and marketable securities		0
Level 1 [Member] \| Short-term marketable securities [Member] \| U.S. government treasuries [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash equivalents and marketable securities		1,005
Level 1 [Member] \| Short-term marketable securities [Member] \| U.S. government agency securities [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash equivalents and marketable securities		0
Level 1 [Member] \| Short-term marketable securities [Member] \| Corporate debt securities [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash equivalents and marketable securities		0
Level 2 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash equivalents and marketable securities		47,319
Level 2 [Member] \| Cash Equivalents [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash equivalents and marketable securities	999
Level 2 [Member] \| Cash Equivalents [Member] \| Money market funds [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash equivalents and marketable securities	0	0
Level 2 [Member] \| Cash Equivalents [Member] \| Commercial paper [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash equivalents and marketable securities		4,496
Level 2 [Member] \| Cash Equivalents [Member] \| U.S. government treasuries [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash equivalents and marketable securities	0
Level 2 [Member] \| Cash Equivalents [Member] \| U.S. government agency securities [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash equivalents and marketable securities	999
Level 2 [Member] \| Cash Equivalents [Member] \| Corporate debt securities [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash equivalents and marketable securities		3,032
Level 2 [Member] \| Short-term marketable securities [Member] \| Commercial paper [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash equivalents and marketable securities		15,587
Level 2 [Member] \| Short-term marketable securities [Member] \| U.S. government treasuries [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash equivalents and marketable securities		0
Level 2 [Member] \| Short-term marketable securities [Member] \| U.S. government agency securities [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash equivalents and marketable securities		16,069
Level 2 [Member] \| Short-term marketable securities [Member] \| Corporate debt securities [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash equivalents and marketable securities		8,135
Level 3 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash equivalents and marketable securities		0
Level 3 [Member] \| Cash Equivalents [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash equivalents and marketable securities	0
Level 3 [Member] \| Cash Equivalents [Member] \| Money market funds [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash equivalents and marketable securities	0	0
Level 3 [Member] \| Cash Equivalents [Member] \| Commercial paper [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash equivalents and marketable securities		0
Level 3 [Member] \| Cash Equivalents [Member] \| U.S. government treasuries [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash equivalents and marketable securities	0
Level 3 [Member] \| Cash Equivalents [Member] \| U.S. government agency securities [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash equivalents and marketable securities	$ 0
Level 3 [Member] \| Cash Equivalents [Member] \| Corporate debt securities [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash equivalents and marketable securities		0
Level 3 [Member] \| Short-term marketable securities [Member] \| Commercial paper [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash equivalents and marketable securities		0
Level 3 [Member] \| Short-term marketable securities [Member] \| U.S. government treasuries [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash equivalents and marketable securities		0
Level 3 [Member] \| Short-term marketable securities [Member] \| U.S. government agency securities [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash equivalents and marketable securities		0
Level 3 [Member] \| Short-term marketable securities [Member] \| Corporate debt securities [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash equivalents and marketable securities		$ 0