0000950170-23-022228 | 10-Q | XBRL Viewer

Net Loss Per Share Attributable to Common Stockholders (Tables)

3 Months Ended

Mar. 31, 2023

Summary of Computation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders

The following table summarizes the computation of basic and diluted net loss per share attributable to common stockholders of the Company (in thousands except share and per share amounts).


	For the three months ended March 31,
	2023			2022
Net loss and net loss attributable to common stockholders	$	(22,497	)	$	(18,259	)
Net loss per share attributable to common stockholders, basic and diluted	$	(0.54	)	$	(0.45	)
Weighted average number of common shares outstanding used in computation of net loss per common share, basic and diluted		41,796,830			40,980,213

Summary of Potential Dilutive Securities Excluded From Calculation of Net Loss Per Share Due to Anti-dilutive Effect

The following potential dilutive securities, presented on an as converted basis, were excluded from the calculation of net loss per share due to their anti-dilutive effect:


	For the three months ended March 31,
	2023		2022
Options to purchase common stock		6,587,665		5,957,614
Restricted stock units		1,951,358		859,769
Restricted stock related to early exercise of options to purchase common stock		119,323		438,201
Stock appreciation rights		1,000,000		—
		9,658,346		7,255,584

Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Income (Loss)
Beginning balance at Dec. 31, 2021	$ 242,809	$ 4	$ 333,730	$ (90,847)	$ (78)
Beginning balance, shares at Dec. 31, 2021		40,913,049
Issuance of common stock upon exercise of stock options	131		131
Issuance of common stock upon exercise of stock options, shares		110,819
Stock-based compensation expense	2,197		2,197
Net loss	(18,259)			(18,259)
Unrealized (loss) gain on marketable securities	(848)				(848)
Ending balance at Mar. 31, 2022	226,030	$ 4	336,058	(109,106)	(926)
Ending balance, shares at Mar. 31, 2022		41,023,868
Beginning balance at Dec. 31, 2021	242,809	$ 4	333,730	(90,847)	(78)
Beginning balance, shares at Dec. 31, 2021		40,913,049
Net loss	(73,900)
Ending balance at Dec. 31, 2022	$ 180,055	$ 4	345,513	(164,741)	(721)
Ending balance, shares at Dec. 31, 2022	41,629,426	41,629,426
Issuance of common stock upon exercise of stock options	$ 92		92
Issuance of common stock upon exercise of stock options, shares	49,040	87,781
Vesting of restricted stock units		192,832
Stock-based compensation expense	$ 3,659		3,659
Net loss	(22,497)			(22,497)
Unrealized (loss) gain on marketable securities	422				422
Ending balance at Mar. 31, 2023	$ 161,731	$ 4	$ 349,264	$ (187,238)	$ (299)
Ending balance, shares at Mar. 31, 2023	41,910,130	41,910,039

- Definition

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

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+ Details

- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

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+ Details

Common Stock - Schedule of Common Stock Reserved (Details) - shares	Mar. 31, 2023	Dec. 31, 2022
Class of Stock [Line Items]
Outstanding common stock options	6,587,665	6,264,898
Restricted Stock Units
Class of Stock [Line Items]
Outstanding stock appreciation rights	1,951,358	1,144,994
Stock Appreciation Rights
Class of Stock [Line Items]
Outstanding stock appreciation rights	1,000,000
Common Stock
Class of Stock [Line Items]
Restricted stock related to early exercise of common stock options	119,323	158,154
Outstanding common stock options	6,587,665	6,264,898
Total	11,719,156	9,492,924
Common Stock \| Restricted Stock Units
Class of Stock [Line Items]
Total	1,951,358	1,144,994
Common Stock \| Stock Appreciation Rights
Class of Stock [Line Items]
Outstanding stock appreciation rights	1,000,000
Common Stock \| Equity Incentive Plans
Class of Stock [Line Items]
Shares reserved for issuance	476,491	758,434
Common Stock \| 2021 Employee Stock Purchase Plan
Class of Stock [Line Items]
Shares reserved for issuance	1,584,319	1,166,444

Marketable Securities (Tables)

3 Months Ended

Mar. 31, 2023

Marketable Securities [Abstract]

Summary of Company's Investments

The following table summarizes the Company’s investments (in thousands):


	March 31, 2023
	Amortized Cost		Unrealized Gain		Unrealized (Loss)			Estimated Fair Value
Commercial paper	$	111,739	$	6	$	(181	)	$	111,564
Government and agency securities		30,149		—		(124	)		30,025
Total	$	141,888	$	6	$	(305	)	$	141,589


	December 31, 2022
	Amortized Cost		Unrealized Gain		Unrealized (Loss)			Estimated Fair Value
Commercial paper	$	119,313	$	19	$	(365	)	$	118,967
Government and agency securities		43,016		—		(368	)		42,648
Corporate debt securities		6,004		—		(7	)		5,997
Total	$	168,333	$	19	$	(740	)	$	167,612

Prepaid and Other Current Assets (Tables)

3 Months Ended

Mar. 31, 2023

Prepaid Expense and Other Assets, Current [Abstract]

Summary of Prepaid and Other Current Assets

Prepaid and other current assets consisted of the following (in thousands):


	March 31,		December 31,
	2023		2022
Prepaid insurance	$	325	$	1,037
Prepaid research and development expenses		1,809		2,426
Other current assets		913		868
Total prepaid and other current assets	$	3,047	$	4,331

Summary of Significant Accounting Policies - Additional Information (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022	Jan. 01, 2022
Summary Of Significant Accounting Policies [Line Items]
Non-cash impairment expense	$ 2,700,000	$ 200,000
Expected dividend yield	0.00%
Right-of-use assets	$ 1,052,000	$ 2,643,000	$ 3,400,000
Operating lease liability	$ 1,272,000		$ 3,500,000
Leasehold Improvements
Summary Of Significant Accounting Policies [Line Items]
Property, plant and equipment, useful life	5 years
Property, plant and equipment, useful life	amortized over the shorter of the lease term or the five-year estimated useful life of the asset
Non-cash impairment expense	$ 300,000
Computer Equipment and Computer Software
Summary Of Significant Accounting Policies [Line Items]
Property, plant and equipment, useful life	3 years
Minimum \| Money Market Funds
Summary Of Significant Accounting Policies [Line Items]
Investment in assets	$ 1,000,000,000
Minimum \| Equipment and Furniture and Fixtures
Summary Of Significant Accounting Policies [Line Items]
Property, plant and equipment, useful life	5 years
Maximum \| Equipment and Furniture and Fixtures
Summary Of Significant Accounting Policies [Line Items]
Property, plant and equipment, useful life	7 years

Prepaid and Other Current Assets - Summary of Prepaid and Other Current Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Prepaid Expense and Other Assets, Current [Abstract]
Prepaid insurance	$ 325	$ 1,037
Prepaid research and development expenses	1,809	2,426
Other current assets	913	868
Total prepaid and other current assets	$ 3,047	$ 4,331

Marketable Securities - Additional Information (Details)	Mar. 31, 2023 USD ($)
Investments, Debt and Equity Securities [Abstract]
Available-for-sale securities, unrealized loss position	$ 125,000,000.0
Available-for-sale securities, allowance for credit losses	$ 0

Commitments and Contingencies (Tables)

3 Months Ended

Mar. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Minimum Rent Payments

The future minimum rent payments relating to all four of the Company’s ongoing facility operating leases under the terms and conditions existing as of March 31, 2023, as well as amendments the Company has entered into between the date of these financial statements and the date they were available to be issued, are summarized as follows (in thousands):


Years Ending December 31,
2023	$	700
2024		411
2025		232
Total lease payments	$	1,343
Less: imputed interest		(71	)
Present value of lease liabilities	$	1,272

Summary of Operating Lease Term and Discount Rate

The following table summarizes the operating lease term and discount rate as of March 31, 2023:


	2023
Weighted-average remaining lease term (years)		1.9
Weighted-average discount rate		6.9	%

Stock-Based Compensation - Schedule of Assumptions Used to Determine the Fair Values of Stock Options Granted (Details) - $ / shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected dividend yield	0.00%
Stock Option
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Volatility	90.40%
Volatility, minimum		82.70%
Volatility, maximum		82.90%
Risk-free interest rate	3.46%
Risk-free interest rate, minimum		1.46%
Risk-free interest rate, maximum		1.70%
Expected term (years)		6 years 3 months
Stock Option \| Minimum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected term (years)	5 years 6 months
Stock Option \| Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected term (years)	6 years 3 months
Common Stock \| Stock Option
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Fair value of common stock	$ 1.73
Common Stock \| Stock Option \| Minimum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Fair value of common stock		$ 7.58
Common Stock \| Stock Option \| Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Fair value of common stock		$ 16.56

Nature of Business and Liquidity - Additional Information (Details) $ / shares in Units, $ in Thousands			1 Months Ended	3 Months Ended		12 Months Ended
	May 11, 2021 USD ($) $ / shares shares	Apr. 30, 2021	Apr. 30, 2023 Employee	Mar. 31, 2023 USD ($) shares	Mar. 31, 2022 USD ($)	Dec. 31, 2022 USD ($)
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Preferred stock outstanding \| shares	0			0
Reverse stock split ratio		0.1869
Net loss				$ 22,497	$ 18,259	$ 73,900
Cash used for operation				16,902	$ 16,280	60,900
Accumulated deficit				187,238		164,741
Cash and cash equivalents				24,224		$ 13,670
Marketable securities				$ 141,600
Subsequent Event
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Number of termination of additional employees \| Employee			80
Percentage of remaining workforce			95.00%
Common Stock \| Initial Public Offering
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Number of shares issued and sold \| shares	8,825,000
Offering price \| $ / shares	$ 17.00
Gross proceeds from sale of shares	$ 150,000
Underwriting discounts and commissions and other expenses	$ 12,900

Commitments and Contingencies - Summary of Operating Lease Term and Discount Rate (Details)	Mar. 31, 2023
Lessee, Operating Lease, Description [Abstract]
Weighted-average remaining lease term (years)	1 year 10 months 24 days
Weighted-average discount rate	6.90%

Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Accrued Liabilities, Current [Abstract]
Compensation and benefit costs	$ 3,200	$ 3,566
Research and development expenses	1,768	1,978
Professional fees, consulting and other	1,076	1,121
Total accrued expenses	$ 6,044	$ 6,665

Subsequent Events

3 Months Ended

Mar. 31, 2023

Subsequent Events [Abstract]

Subsequent Events

13. Subsequent Events

The Company has evaluated subsequent events through May 15, 2023, the date the financial statements were available to be issued. The Company has concluded no subsequent events have occurred that require disclosure, except for those referenced below.

Reduction in Force

In April 2023, the Company announced the April Reduction in Force that is expected to result in the termination of approximately 95% of the Company's remaining workforce. The Company estimates that the April Reduction in Force will be substantially completed by May 2023.In connection with the April Reduction in Force, the following members of the Company’s executive team are leaving or have left the Company on the dates indicated: (i) Scott Requadt, President and Chief Executive Officer, effective May 26, 2023; (ii) Nancy Krieger, Chief Medical Officer, effective April 28, 2023; (iii) Michael Zdanowski, Chief Technology Officer, effective April 28, 2023; and (iv) Andrew Farnsworth, Chief Human Resources Officer, effective May 26, 2023. The Company plans to enter into a strategic advisory agreement with Mr. Requadt that will, among other things, provide compensation to him, in an amount and on terms yet to be determined.

On April 14, 2023, the Company and Mary Kay Fenton, the Company’s Chief Financial Officer, entered into a retention agreement (the “Retention Agreement”). Pursuant to the Retention Agreement, Ms. Fenton is eligible to receive a one-time cash retention bonus (the “Bonus”) from the Company in consideration for Ms. Fenton’s continued employment through and until the consummation of the Strategic Transaction (as defined in the Retention Agreement) or, in certain circumstances, upon liquidation or dissolution of the Company. The benefits provided to Ms. Fenton pursuant to the Retention Agreement are in addition to any payments she may become eligible for pursuant to the Company’s Amended and Restated Executive Severance and Change in Control Plan.

Affected employees were offered separation benefits, including severance payments. The Company estimates it will incur cash-based severance and other employee termination-related costs of approximately $5.8 million in the second quarter of 2023 related to the April Reduction in Force. The Company's estimates are subject to a number of assumptions, and actual costs may differ.

Balance Sheets (Unaudited) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 24,224	$ 13,670
Marketable securities	141,589	167,612
Prepaid and other current assets	3,047	4,331
Total current assets	168,860	185,613
Property and equipment, net	2,584	5,348
Right-of-use assets	1,052	2,643
Other assets	111	111
Total assets	172,607	193,715
Current liabilities:
Accounts payable	3,384	3,887
Accrued expenses	6,044	6,665
Lease liability, current	751	910
Total current liabilities	10,179	11,462
Share repurchase liability	162	208
Other liabilities	14	16
Lease liability, net of current	521	1,974
Total liabilities	10,876	13,660
Stockholders' equity
Common stock, $0.0001 par value, 140,000,000 shares authorized and 41,910,130 issued and outstanding and 10,000,000 non-voting shares authorized as of March 31, 2023 and 140,000,000 shares authorized and 41,629,426 issued and outstanding and 10,000,000 non-voting shares authorized as of December 31, 2022	4	4
Additional paid-in-capital	349,264	345,513
Accumulated deficit	(187,238)	(164,741)
Accumulated other comprehensive loss	(299)	(721)
Total stockholders' equity	161,731	180,055
Total liabilities and stockholders' equity	$ 172,607	$ 193,715

Stock-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2023

Share-Based Payment Arrangement [Abstract]

Schedule of Assumptions Used to Determine the Fair Values of Stock Options Granted

The assumptions used to determine the fair values of stock options granted to employees and directors are presented as follows:


	Three months ended March 31,
	2023	2022
Fair value of common stock	$1.73	$7.58 - 16.56
Dividend yield	—%	—%
Volatility	90.4%	82.7% - 82.9%
Risk-free interest rate	3.46%	1.46 % - 1.70%
Expected term (years)	5.5 - 6.25	6.25

Summary of Option Activity

The Company’s stock option activity regarding employees, directors, and nonemployees is summarized as follows (in thousands excepts share and per share amounts):


	Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (in years)		Aggregate intrinsic value
Options outstanding—December 31, 2022		6,264,898		$	6.92		8.43	$	42
Granted		1,000,000			1.73
Exercised		(49,040	)		0.94
Cancelled		(25,912	)		6.06
Forfeited		(602,281	)		7.06
Options outstanding—March 31, 2023		6,587,665		$	6.17		8.41	$	593
Options exercisable—March 31, 2023		2,567,969		$	6.31		7.72

Summary of Additional Information to Stock Option Activity Involving Employees and Directors

Additional information with regard to stock option activity involving employees and directors is as follows (in thousands except per share amounts):


	Three months ended March 31,
	2023		2022
Weighted-average grant-date fair value per option of total options granted	$	1.28	$	6.49
Aggregate intrinsic value of stock options exercised		47		76

Summary of RSU Activity

The following table summarizes the Company’s RSU activity for the three months ended March 31, 2023:


	Number of Restricted Stock Units			Weighted- Average Grant Date Fair Value
Outstanding at December 31, 2022		1,144,994		$	6.76
Granted		1,419,000			1.73
Vested		(192,832	)		9.09
Forfeited		(419,804	)		4.76
Outstanding at March 31, 2023		1,951,358		$	3.26

Schedule of Assumptions Used to Determine the Fair Values of Stock Appreciation Rights Granted

The assumptions used to determine the fair values of stock appreciation right ("SAR") awards granted to employees and directors under the 2021 Plan are presented as follows:


		Three months ended March 31,
		2023
Fair value		$1.73
Dividend yield		—%
Volatility		90.8%
Risk-free interest rate		3.46%
Expected term (years)		4.0

Summary of Stock Appreciation Rights Activity

The Company’s SAR grant activity regarding employees is summarized as follows (in thousands excepts share and per share amounts):


	Number of SARs		Weighted- Average Exercise Price per SAR		Weighted- Average Remaining Contractual Life (in years)		Aggregate intrinsic value
Outstanding—January 1, 2023		—	$	—		—	$	—
Granted		1,000,000		1.73
Exercised		—		—
Forfeited		—		—
Outstanding—March 31, 2023		1,000,000	$	1.73		9.85	$	150

Summary of Stock-based Compensation Expense

The Company recorded stock-based compensation expense regarding its employees, directors, and nonemployees as follows (in thousands):


	Three months ended March 31,
	2023		2022
Research and development expense	$	1,985	$	1,276
General and administrative expense		1,674		921
Total	$	3,659	$	2,197

Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Cash flows from operating activities:
Net loss	$ (22,497)	$ (18,259)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	436	297
Accretion and amortization of marketable securities, net	(1,285)	3
Amortization of right-of-use assets	203	191
Stock-based compensation expense	3,659	2,197
Asset impairment	2,712
Loss on disposal of assets	19
Changes in operating assets and liabilities:
Prepaid and other current assets	1,284	(346)
Other assets		(7)
Accounts payable	(414)	755
Accrued expenses	(793)	(1,054)
Operating lease liability	(224)	(129)
Other liabilities	(2)	72
Net cash used in operating activities	(16,902)	(16,280)	$ (60,900)
Cash flows from investing activities:
Purchases of property and equipment	(320)	(1,341)
Purchases of marketable securities	(25,270)	(39,982)
Maturities of marketable securities	53,000	61,750
Net cash provided by investing activities	27,410	20,427
Cash flows from financing activities:
Proceeds from exercise of stock options	46	30
Net cash provided by financing activities	46	30
Net increase in cash and cash equivalents	10,554	4,177
Cash and cash equivalents at beginning of period	13,670	18,614	18,614
Cash and cash equivalents at end of period	24,224	22,791	$ 13,670
Supplemental disclosure of non-cash investing and financing activities:
Property and equipment additions included in accounts payable and accrued expenses	$ 230	$ 667

Marketable Securities

3 Months Ended

Mar. 31, 2023

Marketable Securities [Abstract]

Marketable Securities

4. Marketable Securities

The fair value of the Company’s marketable securities as of March 31, 2023 and December 31, 2022 is based on level 1 and level 2 inputs. The Company’s investments consist mainly of U.S. government and agency securities, government-sponsored bond obligations and certain other corporate debt securities. Fair value is determined by taking into consideration valuations obtained from third-party pricing services. The third-party pricing services utilize industry standard valuation models, for which all significant inputs are observable, either directly or indirectly, to estimate fair value. These inputs include reported trades of and broker/dealer quotes on the same or similar securities; issuer credit spreads; benchmark securities; and other observable inputs. There were no transfers between levels within the hierarchy during the three months ended March 31, 2023 and the year ended December 31, 2022. The Company has assessed U.S. government treasuries as level 1 and all other marketable securities as level 2 within the fair value hierarchy of ASC 820. The Company classifies its entire investment portfolio as available-for-sale as defined in ASC 320, Debt Securities. Securities are carried at fair value with the unrealized gains (losses) reported in other comprehensive loss.

As of March 31, 2023 and December 31, 2022, none of the Company’s investments were determined to be other than temporarily impaired.

The following table summarizes the Company’s investments (in thousands):


	March 31, 2023
	Amortized Cost		Unrealized Gain		Unrealized (Loss)			Estimated Fair Value
Commercial paper	$	111,739	$	6	$	(181	)	$	111,564
Government and agency securities		30,149		—		(124	)		30,025
Total	$	141,888	$	6	$	(305	)	$	141,589


	December 31, 2022
	Amortized Cost		Unrealized Gain		Unrealized (Loss)			Estimated Fair Value
Commercial paper	$	119,313	$	19	$	(365	)	$	118,967
Government and agency securities		43,016		—		(368	)		42,648
Corporate debt securities		6,004		—		(7	)		5,997
Total	$	168,333	$	19	$	(740	)	$	167,612

The aggregate fair value of available-for-sale securities in an unrealized loss position as of March 31, 2023 was $125.0 million. The Company has reviewed its portfolio of available-for-sale debt securities and determined that the decline in fair value below cost did not result from credit-loss related factors. As such, no allowance for credit losses was recorded as of March 31, 2023.

Defined Contribution Plan - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Defined Contribution Plan Disclosure [Line Items]
Contribution amount	$ 0.2	$ 0.1
First 3% of Employee Contributions
Defined Contribution Plan Disclosure [Line Items]
Percentage of employee contributions	3.00%
First 3% of Employee Contributions \| Minimum
Defined Contribution Plan Disclosure [Line Items]
Defined contribution plan minimum service requirements percentage	100.00%
Next 2% of Employee Contributions
Defined Contribution Plan Disclosure [Line Items]
Percentage of employee contributions	2.00%
Next 2% of Employee Contributions \| Minimum
Defined Contribution Plan Disclosure [Line Items]
Defined contribution plan minimum service requirements percentage	50.00%

Accrued Expenses - Additional Information (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Accrued Expenses [Line Items]
Restructuring costs	$ 4,481
Severance and Termination
Accrued Expenses [Line Items]
Restructuring costs	1,800
Payments for restructuring	400
Accrued expense outstanding balance	$ 1,400

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2023	May 01, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Trading Symbol	TALS
Entity Registrant Name	TALARIS THERAPEUTICS, INC.
Entity Central Index Key	0001827506
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Common Stock, Shares Outstanding		42,166,025
Entity Current Reporting Status	Yes
Entity Shell Company	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Security Exchange Name	NASDAQ
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Entity File Number	001-40384
Entity Tax Identification Number	83-2377352
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	93 Worcester St.
Entity Address, City or Town	Wellesley
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02481
City Area Code	502
Local Phone Number	398-9250

Stock-Based Compensation - Summary of Additional Information to Stock Option Activity Involving Employees and Directors (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Additional Disclosures [Abstract]
Weighted-average grant-date fair value per option of total options granted	$ 1.28	$ 6.49
Aggregate intrinsic value of stock options exercised	$ 47	$ 76

Stock-Based Compensation

3 Months Ended

Mar. 31, 2023

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

10. Stock-Based Compensation

2021 Employee Stock Purchase Plan

On January 1, 2023, an additional 417,875 shares were added to the 2021 ESPP, representing 1% of total common shares outstanding at December 31, 2022, pursuant to the terms of the plan. The expense incurred under this plan for the three months ended March 31, 2023 and 2022 was immaterial to the financial statements. The amounts have been included in the total stock-based compensation line items in the accompanying financial statements and disclosures.

Equity Incentive Plans

On January 1, 2023 an additional 2,089,379 shares were added to the 2021 Plan, representing 5% of total common shares outstanding at December 31, 2022, pursuant to the terms of the plan.

As of March 31, 2023, 476,491 shares remained available for future grant under the 2021 Plan. 9,464,257 stock-based award units were outstanding under the 2021 Plan and 2018 Plan as of March 31, 2023.

The Company’s 2021 Plan provides for the Company to sell or issue common stock or restricted common stock or to grant incentive stock options or nonqualified stock options for the purchase of common stock, to employees, nonemployees and members of the board of directors of the Company. The 2021 Plan is administered by the board of directors or at the discretion of the board of directors by the compensation committee of the board. The exercise prices, vesting periods, and other restrictions are determined at the discretion of the compensation committee of the board of directors, except that the exercise price per share of stock options may not be less than 100% of the fair market value of the share of common stock on the date of grant and the contractual term of stock option may not be greater than 10 years. Stock options granted to date typically vest over four years.

Stock Option Valuation

The assumptions used to determine the fair values of stock options granted to employees and directors are presented as follows:


	Three months ended March 31,
	2023	2022
Fair value of common stock	$1.73	$7.58 - 16.56
Dividend yield	—%	—%
Volatility	90.4%	82.7% - 82.9%
Risk-free interest rate	3.46%	1.46 % - 1.70%
Expected term (years)	5.5 - 6.25	6.25

Summary of Option Activity

The Company’s stock option activity regarding employees, directors, and nonemployees is summarized as follows (in thousands excepts share and per share amounts):


	Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (in years)		Aggregate intrinsic value
Options outstanding—December 31, 2022		6,264,898		$	6.92		8.43	$	42
Granted		1,000,000			1.73
Exercised		(49,040	)		0.94
Cancelled		(25,912	)		6.06
Forfeited		(602,281	)		7.06
Options outstanding—March 31, 2023		6,587,665		$	6.17		8.41	$	593
Options exercisable—March 31, 2023		2,567,969		$	6.31		7.72

Additional information with regard to stock option activity involving employees and directors is as follows (in thousands except per share amounts):


	Three months ended March 31,
	2023		2022
Weighted-average grant-date fair value per option of total options granted	$	1.28	$	6.49
Aggregate intrinsic value of stock options exercised		47		76

As of March 31, 2023, total unrecognized compensation cost related to the unvested awards to employees, directors, and nonemployees is $16.0 million, which is expected to be recognized over a weighted-average period of 2.4 years.

Summary of Restricted Stock Unit Activity

The fair values of restricted stock units (“RSUs”) are based on the fair market value of the Company’s common stock on the date of grant. Each RSU represents a contingent right to receive one share of the Company’s common stock upon vesting. In general, RSUs vest (i) annually in four equal installments on the grant anniversary or (ii) incrementally over two years. The following table summarizes the Company’s RSU activity for the three months ended March 31, 2023:


	Number of Restricted Stock Units			Weighted- Average Grant Date Fair Value
Outstanding at December 31, 2022		1,144,994		$	6.76
Granted		1,419,000			1.73
Vested		(192,832	)		9.09
Forfeited		(419,804	)		4.76
Outstanding at March 31, 2023		1,951,358		$	3.26

As of March 31, 2023, total unrecognized compensation cost related to the unvested awards to employees is $6.4 million, which is expected to be recognized over a weighted-average period of 1.4 years.

Stock Appreciation Rights Valuation

The assumptions used to determine the fair values of stock appreciation right ("SAR") awards granted to employees and directors under the 2021 Plan are presented as follows:


		Three months ended March 31,
		2023
Fair value		$1.73
Dividend yield		—%
Volatility		90.8%
Risk-free interest rate		3.46%
Expected term (years)		4.0

Summary of Stock Appreciation Rights Activity

All SARs granted to date vest incrementally over two years. The Company’s SAR grant activity regarding employees is summarized as follows (in thousands excepts share and per share amounts):


	Number of SARs		Weighted- Average Exercise Price per SAR		Weighted- Average Remaining Contractual Life (in years)		Aggregate intrinsic value
Outstanding—January 1, 2023		—	$	—		—	$	—
Granted		1,000,000		1.73
Exercised		—		—
Forfeited		—		—
Outstanding—March 31, 2023		1,000,000	$	1.73		9.85	$	150

As of March 31, 2023, total unrecognized compensation cost related to unvested awards to employees is $0.9 million, which is expected to be recognized over a weighted-average period of 1.3 years.

Stock-Based Compensation

The Company recorded stock-based compensation expense regarding its employees, directors, and nonemployees as follows (in thousands):


	Three months ended March 31,
	2023		2022
Research and development expense	$	1,985	$	1,276
General and administrative expense		1,674		921
Total	$	3,659	$	2,197

Net Loss Per Share Attributable to Common Stockholders

3 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

Net Loss Per Share Attributable to Common Stockholders

11. Net Loss Per Share Attributable to Common Stockholders

The following table summarizes the computation of basic and diluted net loss per share attributable to common stockholders of the Company (in thousands except share and per share amounts).


	For the three months ended March 31,
	2023			2022
Net loss and net loss attributable to common stockholders	$	(22,497	)	$	(18,259	)
Net loss per share attributable to common stockholders, basic and diluted	$	(0.54	)	$	(0.45	)
Weighted average number of common shares outstanding used in computation of net loss per common share, basic and diluted		41,796,830			40,980,213

The Company’s potential dilutive securities, which include convertible preferred stock, contingent stock liabilities, restricted stock related to early exercise of common stock options and common stock options, have been excluded from the computation of diluted net loss per share as the effect would be antidilutive. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The following potential dilutive securities, presented on an as converted basis, were excluded from the calculation of net loss per share due to their anti-dilutive effect:


	For the three months ended March 31,
	2023		2022
Options to purchase common stock		6,587,665		5,957,614
Restricted stock units		1,951,358		859,769
Restricted stock related to early exercise of options to purchase common stock		119,323		438,201
Stock appreciation rights		1,000,000		—
		9,658,346		7,255,584

Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	140,000,000	140,000,000
Common stock, shares issued	41,910,130	41,629,426
Common stock, shares outstanding	41,910,130	41,629,426
Non-voting Shares
Common stock, shares authorized	10,000,000	10,000,000

Property and Equipment, Net

3 Months Ended

Mar. 31, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

6. Property and Equipment, Net

Property and equipment, net consisted of the following (in thousands):


	March 31,			December 31,
	2023			2022
Equipment	$	4,727		$	6,562
Leasehold improvements		918			1,191
Computer equipment		861			859
Furniture and fixtures		524			674
Construction in progress		63			242
Total property and equipment		7,093			9,528
Less accumulated depreciation		(4,509	)		(4,180	)
Property and equipment, net	$	2,584		$	5,348

Depreciation expense was $0.4 million and $0.3 million for the three months ended March 31, 2023 and 2022, respectively.

As of March 31, 2023, the Company reviewed the cumulative impact of its announcements in February, March and April of 2023 to discontinue its FREEDOM-1 and FREEDOM-2 clinical trials and initiate a reduction in force of 33% of its employees, pause enrollment in its FREEDOM-3 clinical trial and initiat a second reduction in force of 95% of its remaining employees, respectively, on the carrying value of certain of its long-lived assets. The analysis resulted in the Company determining a triggering event had occurred in relation to the long-lived assets used primarily in the Company's CMC operations with a net book value of $4.7 million as of March 31, 2023. The net book value of these assets consisted of $3.9 million of equipment, $0.5 million of leasehold improvements and $0.3 million of furniture and fixtures. The Company obtained third-party quotes to assess the current fair value of these assets and determine if an impairment had occurred. The value determined from these quotes was $2.0 million, resulting in the Company recording a non-cash impairment expense of $2.7 million for the assets. The impairment amount was allocated $2.2 million to equipment, $0.3 million to leasehold improvements and $0.2 million to furniture and fixtures. The $2.7 million impairment has been recorded in restructuring costs in the accompanying statement of operations and comprehensive loss.

In July 2022, the Company received a notice from a third-party vendor indicating the decommissioning of its software platform. As a result, the Company recorded a $0.2 million non-cash impairment expense in research and development operating expense in the statement of operations and comprehensive loss for the year ended December 31, 2022.

Common Stock

3 Months Ended

Mar. 31, 2023

Stockholders' Equity Note [Abstract]

Common Stock

9. Common Stock

Common Stock

On April 30, 2021, the Company’s stockholders approved the third amended and restated certificate of incorporation of the Company, which included the authorization of 10,000,000 shares of undesignated preferred stock with a par value of $0.0001, authorization of 140,000,000 shares of voting common stock and 10,000,000 shares of non-voting common stock. As of March 31, 2023, no undesignated preferred stock was outstanding.

Common Stock Reserved

The number of shares of common stock that have been reserved for outstanding stock-based awards granted and stock-based awards available for grant under the Company’s 2021 Stock Option and Incentive Plan (the “2021 Plan”) and the 2018 Equity Incentive Plan (the “2018 Plan”) and shares reserved for issuance under the Company’s 2021 Employee Stock Purchase Plan (the “2021 ESPP”) are as follows:


	March 31,		December 31,
	2023		2022
Restricted stock related to early exercise of common stock options		119,323		158,154
Restricted stock units outstanding		1,951,358		1,144,994
Outstanding common stock options		6,587,665		6,264,898
Outstanding stock appreciation rights		1,000,000		—
Shares reserved for issuance under equity incentive plans		476,491		758,434
Shares reserved for issuance under the 2021 Employee Stock Purchase Plan		1,584,319		1,166,444
Total		11,719,156		9,492,924

- Definition

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

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI https://asc.fasb.org/topic&trid=2208762

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI https://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (d)
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Section 50
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-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/extlink&oid=126731327&loc=SL126733271-114008

+ Details

Stock-Based Compensation - Additional Information (Details) $ in Millions		3 Months Ended	12 Months Ended
	Jan. 01, 2023 shares	Mar. 31, 2023 USD ($) Installment shares	Dec. 31, 2022 shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Options outstanding, shares		6,587,665	6,264,898
Contractual term of stock option		8 years 4 months 28 days	8 years 5 months 4 days
Unrecognized compensation cost \| $		$ 16.0
Unrecognized compensation cost, expected to be recognized period		2 years 4 months 24 days
2021 Equity Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Increment in number of shares authorized possible	2,089,379
Number of shares remained available for future grant		476,491
Percentage of shares issued and outstanding			5.00%
Options outstanding, shares		9,464,257
Percentage of fair market value of common stock		100.00%
Stock options vesting period		4 years
2021 Equity Incentive Plan \| Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Contractual term of stock option		10 years
2018 Equity Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Options outstanding, shares		9,464,257
2021 Employee Stock Purchase Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Increment in number of shares authorized possible	417,875
Percentage Of cumulative number of shares of common stock outstanding			1.00%
Restricted Stock Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized compensation cost \| $		$ 6.4
Unrecognized compensation cost, expected to be recognized period		1 year 4 months 24 days
Number of installments, vested \| Installment		4
Incremental period of vesting		2 years
Stock Appreciation Rights
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized compensation cost \| $		$ 0.9
Unrecognized compensation cost, expected to be recognized period		1 year 3 months 18 days
Incremental period of vesting		2 years

Stock-Based Compensation - Summary of SAR Activity (Details) - Stock Appreciation Rights $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($) $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted, Number of Stock Appreciation Rights \| shares	1,000,000
Outstanding, Number of Restricted Stock Units / Stock Appreciation Rights \| shares	1,000,000
Granted, Weighted - Average Exercise Price per SAR \| $ / shares	$ 1.73
Outstanding, Weighted - Average Exercise Price per SAR \| $ / shares	$ 1.73
Outstanding, Weighted-Average Remaining Contractual Life (in years)	9 years 10 months 6 days
Outstanding, Aggregate intrinsic value \| $	$ 150

Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Depreciation expense	$ 0.4	$ 0.3
Long-lived assets net book value	4.7
Long lived assets fair value from quotes	2.0
Non-cash impairment expense	$ 2.7		$ 0.2
Impairment, Long-Lived Asset, Held-for-Use, Statement of Income or Comprehensive Income [Extensible Enumeration]	Restructuring Charges		Research and Development Expense
FREEDOM-1 and FREEDOM-2 Clinical Trials
Property, Plant and Equipment [Line Items]
Percentage of reduction in employees	33.00%
FREEDOM-3 Clinical Trial
Property, Plant and Equipment [Line Items]
Percentage of reduction in employees	95.00%
Equipment
Property, Plant and Equipment [Line Items]
Long-lived assets net book value	$ 3.9
Non-cash impairment expense	2.2
Leasehold Improvements
Property, Plant and Equipment [Line Items]
Long-lived assets net book value	0.5
Non-cash impairment expense	0.3
Furniture and Fixtures
Property, Plant and Equipment [Line Items]
Long-lived assets net book value	0.3
Non-cash impairment expense	$ 0.2

Subsequent Events - Additional Information (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended
	Apr. 30, 2023	Jun. 30, 2023	Mar. 31, 2023
Subsequent Event [Line Items]
Estimated severance and termination-related costs			$ 4,481
Severance and Termination
Subsequent Event [Line Items]
Estimated severance and termination-related costs			$ 1,800
Scenario forcast \| Severance and Termination
Subsequent Event [Line Items]
Estimated severance and termination-related costs		$ 5,800
Subsequent Event
Subsequent Event [Line Items]
Percentage of remaining workforce	95.00%

Nature of Business and Liquidity

3 Months Ended

Mar. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature of Business and Liquidity

1. Nature of Business and Liquidity

Talaris Therapeutics, Inc. (“Talaris” or the “Company”) is a cell therapy company developing an innovative method of allogeneic hematopoietic stem cell transplantation (“allo-HSCT”), called Facilitated Allo-HSCT Therapy. The Company maintains corporate offices in Boston, Massachusetts, a laboratory in Houston, Texas and its cell processing facility in Louisville, Kentucky.

In February 2023, the Company announced the discontinuation of our FREEDOM-1 and FREEDOM-2 clinical trials evaluating FCR001’s ability to induce durable tolerance in living donor kidney transplant recipients. This decision was primarily attributable to the pace of enrollment and the associated timeline to critical milestones. In February 2023, the Company also announced a comprehensive review of strategic alternatives focused on maximizing shareholder value, including, but not limited to, an acquisition, merger, possible business combinations and/or a divestiture of the Company's cell therapy chemistry, manufacturing and controls ("CMC") capabilities. In March 2023, pending the outcome of the Company's review of strategic alternatives, the Company voluntarily paused enrollment in the FREEDOM-3 Phase 2 clinical trial evaluating FCR001's ability to induce tolerance in diffuse systemic scleroderma, a severe autoimmune disease, while continuing to evaluate patients for potential future enrollment.

In April 2023, the Company’s Board of Directors approved, and the Company announced a further reduction in force (the “April Reduction in Force”) that is expected to result in the termination of approximately 80 additional employees, or approximately 95% of the Company’s remaining workforce. The Company estimates that the April Reduction in Force will be substantially completed by May 26, 2023.

Initial Public Offering

The Company completed an initial public offering (“IPO”) on May 11, 2021 in which the Company issued and sold 8,825,000 shares of its common stock at a public offering price of $17.00 per share. The Company’s aggregate gross proceeds from the sale of shares in the IPO was $150.0 million before underwriting discounts and commissions and other expenses of approximately $12.9 million. Upon completion of the offering, the Company’s outstanding convertible preferred stock was automatically converted into shares of common stock and non-voting common stock. Following the IPO, there were no shares of preferred stock outstanding. Prior to the IPO, on April 30, 2021, the Company’s board of directors and shareholders approved a one-for-5.35 reverse share split of issued and outstanding common shares and incentive shares and a proportional adjustment to the existing conversion ratios for the Company’s convertible preferred stock.

Liquidity and Going Concern

The accompanying interim financial statements have been prepared assuming that the Company will continue as a going concern. Management has evaluated whether there are conditions and events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued. Since its inception, the Company has incurred net losses and negative cash flows from operations. During the three months ended March 31, 2023 and the year ended December 31, 2022, the Company incurred a net loss of $22.5 million and $73.9 million, respectively, and used $16.9 million and $60.9 million in cash for operations, respectively. In addition, as of March 31, 2023, the Company had an accumulated deficit of $187.2 million. The Company expects to continue to generate operating losses and negative cash flows for the foreseeable future.

The Company currently expects the cash and cash equivalents of $24.2 million and marketable securities of $141.6 million as of March 31, 2023, will be sufficient to fund its operating expenses and capital requirements for more than twelve months from the date the financial statements are available to be issued. However, due to consideration of certain qualitative factors, including the discontinuation or pause of all clinical trials, CMC operations and research activities, as well as workforce reduction of all but a few custodial employees, the Company has concluded there is substantial doubt regarding the ability to continue as a going concern for more than twelve months from the date that the financial statements are available to be issued. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The Company does not currently expect to progress any product candidate through clinical trials or commercial approval and it does not currently expect to generate any revenue from product sales. The Company does expect to devote substantial time and resources to exploring strategic alternatives that the board of directors believes will maximize stockholder value. Despite devoting significant efforts to identify and evaluate potential strategic alternatives, there can be no assurance that this strategic review process will result in the Company pursuing any transaction or that any transaction, if pursued, will be completed on attractive terms or at all. The Company has not set a timetable for completion of this strategic review process, and the board of directors has not approved a

definitive course of action. Additionally, there can be no assurances that any particular course of action, business arrangement or transaction, or series of transactions, will be pursued, successfully consummated or lead to increased stockholder value, or that the Company will make any additional cash distributions to stockholders.

Commitments and Contingencies - Summary of Future Minimum Rent Payments (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Jan. 01, 2022
Lessee, Operating Lease, Liability, to be Paid, Rolling Maturity [Abstract]
2023	$ 700
2024	411
2025	232
Total lease payments	1,343
Less: imputed interest	(71)
Present value of lease liabilities	$ 1,272	$ 3,500

Commitments and Contingencies

3 Months Ended

Mar. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

8. Commitments and Contingencies

Leases

The Company currently has four active lease agreements for office and laboratory space and related equipment. The Company's cell processing facility lease is located on the University of Louisville campus in Louisville, Kentucky (the “Louisville Lease”). This lease has a termination date in November 2023, with an option to extend for three additional one-year renewals at the Company’s discretion. In May 2020, the Company added additional office and laboratory space to the Louisville Lease. In March 2023, the Company entered into an amended lease agreement for the Louisville Lease that increased the successive one-year renewal terms from three to five and reduces the written notice period for the successive one-year renewals from six months in advance to three months in advance.

As of March 31, 2023, the Company reviewed the cumulative impact of its announcements in February, March and April of 2023 to discontinue its FREEDOM-1 and FREEDOM-2 clinical trials and initiate a reduction in force of 33% of its employees, pause enrollment in its FREEDOM-3 clinical trial and initiate a second reduction in force of 95% of its remaining employees, respectively, on its lease terms. Based on this analysis, the Company determined a triggering event had occurred and it is not reasonably certain to exercise its option to renew the Louisville Lease upon its original termination in November 2023. As a result of this determination, the Company remeasured the associated right-of-use asset and operating lease liability as of March 31, 2023. The Company prospectively modified the estimated useful lives of the existing leasehold improvements, which are included as a component of property and equipment, net on the accompanying balance sheet. These assets were subject to the non-cash impairment disclosed in Note 6 and the future depreciation expense is modified following the impairment allocation.

In September 2021, the Company entered into a sublease agreement for separate office space in Louisville, Kentucky. This sublease has a termination date in November 2023.

The Company maintains a lease for office space in Wellesley, Massachusetts (the "Boston Lease"), that had an original termination date in March 2021. In April 2021, the Company entered into an amended lease agreement providing for temporary space from April 2021 until an expansion of the Boston Lease was complete, from which the lease term extends 39 months from the expansion completion date. The expansion was completed in June 2022, resulting in the lease term extending to September 2025.

In July 2021, the Company entered into a lease agreement for laboratory space in Houston, Texas (the “Houston Lease”). The Houston Lease commenced in January 2022. The term of the lease is 36 months from the commencement date, terminating December 2024.


Years Ending December 31,
2023	$	700
2024		411
2025		232
Total lease payments	$	1,343
Less: imputed interest		(71	)
Present value of lease liabilities	$	1,272

The Company incurred rent expense of $0.2 million for the three months ended March 31, 2023 and 2022.

The following table summarizes the operating lease term and discount rate as of March 31, 2023:


	2023
Weighted-average remaining lease term (years)		1.9
Weighted-average discount rate		6.9	%

Cash paid for amounts included in the measurement of the Company's operating lease liability was $0.3 million and $0.2 million for the three months ended March 31, 2023 and 2022, respectively.

License Agreement

In October 2018, the Company entered an amended and restated exclusive license agreement with ULRF related to certain licensed patent rights and know-how related to human facilitating cells for its Facilitated Allo-HSCT Therapy approach. Pursuant to the ULRF License Agreement, ULRF granted the Company an exclusive, worldwide license under such patents and a nonexclusive royalty-bearing, worldwide license for such know-how to research, develop, commercialize and manufacture FCR001 and products containing FCR001 in all fields, without limitation. ULRF also granted the Company the right to grant sublicenses in accordance with the ULRF License Agreement. Under the terms of the agreement, the Company is obligated to compensate ULRF three percent of net sales of all licensed products sold, one third of any non-royalty sublicensing income, and up to $1.625 million in regulatory and sales milestones on each licensed product upon the occurrence of specific events as outlined in the license agreement; and annual license maintenance fees.

In addition, upon execution of the ULRF License Agreement, the Company granted contingent equity consideration equal to 65,186 shares of common stock to ULRF. Coincident with the completion of the Company’s IPO, the Company issued 48,889 shares of common stock to ULRF and provided a cash payment of approximately $0.3 million in lieu of issuing the remaining 16,297 shares of common stock.

The Company incurred $0.1 million in expense in January 2023 related to an annual maintenance fee pursuant to the ULRF License Agreement for the year ended December 31, 2023. The Company incurred $0.1 million in expense in February 2022 related to an annual maintenance fee pursuant to the license agreement for the year ended December 31, 2022.

Legal Proceedings

The Company is not currently a party to any material legal proceedings. At each reporting date, the Company evaluates whether a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company expenses the costs related to its legal proceedings as incurred.

The Company may be involved in litigation arising in the ordinary course of conducting business. The Company reviews all litigation on an ongoing basis when making accrual and disclosure decisions. The Company, in accordance with current accounting standards for loss contingencies and based upon information currently known by the Company, will establish reserves for litigation when it is probable that a loss associated with a claim or proceeding has been incurred and the amount of the loss or range of loss can be reasonably estimated. When no amount within the range of loss is a better estimate than any other amount, we accrue the minimum amount of the estimable loss. To the extent that such litigation against the Company may have an exposure to a loss in excess of the amount accrued, the Company believes that such excess would not be material to our financial condition, results of operations, or cash flows.

Stock-Based Compensation - Summary of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Stock-based compensation expense	$ 3,659	$ 2,197
Research and Development Expense
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Stock-based compensation expense	1,985	1,276
General and Administrative Expense
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Stock-based compensation expense	$ 1,674	$ 921

Common Stock (Table)

3 Months Ended

Mar. 31, 2023

Stockholders' Equity Note [Abstract]

Schedule of Common Stock Reserved


	March 31,		December 31,
	2023		2022
Restricted stock related to early exercise of common stock options		119,323		158,154
Restricted stock units outstanding		1,951,358		1,144,994
Outstanding common stock options		6,587,665		6,264,898
Outstanding stock appreciation rights		1,000,000		—
Shares reserved for issuance under equity incentive plans		476,491		758,434
Shares reserved for issuance under the 2021 Employee Stock Purchase Plan		1,584,319		1,166,444
Total		11,719,156		9,492,924

Stock-Based Compensation - Summary of RSU Activity (Details) - Restricted Stock Units	3 Months Ended
	Mar. 31, 2023 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Outstanding, Number of Restricted Stock Units / Stock Appreciation Rights \| shares	1,144,994
Granted, Number of Restricted Stock Units \| shares	1,419,000
Vested, Number of Restricted Stock Units \| shares	(192,832)
Forfeited, Number of Restricted Stock Units \| shares	(419,804)
Outstanding, Number of Restricted Stock Units / Stock Appreciation Rights \| shares	1,951,358
Outstanding, Weighted - Average Exercise Price per SAR \| $ / shares	$ 6.76
Granted, Weighted-Average Grant Date Fair Value \| $ / shares	1.73
Vested, Weighted-Average Grant Date Fair Value \| $ / shares	9.09
Forfeited, Weighted-Average Grant Date Fair Value \| $ / shares	4.76
Outstanding, Weighted - Average Exercise Price per SAR \| $ / shares	$ 3.26

Commitments and Contingencies - Additional Information (Details)		1 Months Ended				3 Months Ended
	Jul. 31, 2021	Jan. 31, 2023 USD ($)	Feb. 28, 2022 USD ($)	May 31, 2021 USD ($) shares	Oct. 31, 2018 USD ($) shares	Mar. 31, 2023 USD ($) Leaseagreement shares	Mar. 31, 2022 USD ($)	Dec. 31, 2022 shares
Loss Contingencies [Line Items]
Number of active lease agreements \| Leaseagreement						4
Lessee, operating lease, existence of option to extend						true
Lease option to extend						three additional one-year
Lease termination date						Nov. 30, 2023
Rent expense						$ 200,000	$ 200,000
Common stock issued \| shares						41,910,130		41,629,426
Annual maintenance fee pursuant to license agreement			$ 100,000
Annual maintenance fee pursuant to ULRF license agreement		$ 100,000
Cash paid for measurement of operating lease liability						$ 300,000	$ 200,000
ULRF
Loss Contingencies [Line Items]
Common stock issued \| shares				16,297
ULRF \| IPO
Loss Contingencies [Line Items]
Common stock issued \| shares				48,889
Cash payment for contingent equity settlement				$ 300,000
ULRF License Agreement \| ULRF
Loss Contingencies [Line Items]
Percentage of compensation on net sales of all licensed products sold					3.00%
Compensation on non-royalty sublicensing income						one third
ULRF License Agreement \| ULRF \| Contingent Equity Consideration
Loss Contingencies [Line Items]
Common stock issued \| shares					65,186
ULRF License Agreement \| ULRF \| Maximum
Loss Contingencies [Line Items]
Compensation on regulatory and sales milestones					$ 1,625,000
Massachusetts
Loss Contingencies [Line Items]
Lease termination date						Mar. 31, 2021
Lease term extension date						2025-09
Lease extension period						39 months
Houston, Texas
Loss Contingencies [Line Items]
Lease term period	36 months
Termination date	December 2024
FREEDOM-1 and FREEDOM-2 Clinical Trials
Loss Contingencies [Line Items]
Percentage of reduction in employees						33.00%
FREEDOM-3 Clinical Trial
Loss Contingencies [Line Items]
Percentage of reduction in employees						95.00%

Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Operating expenses
Research and development	$ 13,415	$ 14,196
General and administrative	6,182	4,218
Restructuring costs	4,481
Total operating expenses	24,078	18,414
Loss from operations	(24,078)	(18,414)
Interest and other income, net	1,581	155
Net loss	(22,497)	(18,259)
Unrealized gain (loss) on marketable securities	422	(848)
Total other comprehensive loss	422	(848)
Total comprehensive loss	(22,075)	(19,107)
Net loss	$ (22,497)	$ (18,259)
Net loss per common share, diluted	$ (0.54)	$ (0.45)
Net loss per common share, basic	$ (0.54)	$ (0.45)
Weighted average number of common shares outstanding used in computation of net loss per common share, basic	41,796,830	40,980,213
Weighted average number of common shares outstanding used in computation of net loss per common share, diluted	41,796,830	40,980,213

Net Loss Per Share Attributable to Common Stockholders - Summary of Potential Dilutive Securities Excluded From Calculation of Net Loss Per Share Due to Anti-dilutive Effect (Details) - shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Potential dilutive securities excluded from calculation of net loss per share due to anti-dilutive effect	9,658,346	7,255,584
Options to Purchase Common Stock
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Potential dilutive securities excluded from calculation of net loss per share due to anti-dilutive effect	6,587,665	5,957,614
Restricted Stock Units
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Potential dilutive securities excluded from calculation of net loss per share due to anti-dilutive effect	1,951,358	859,769
Restricted Stock Related to Early Exercise of Options to Purchase Common Stock
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Potential dilutive securities excluded from calculation of net loss per share due to anti-dilutive effect	119,323	438,201
Stock Appreciation Rights
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Potential dilutive securities excluded from calculation of net loss per share due to anti-dilutive effect	1,000,000

Property and Equipment, Net (Tables)

3 Months Ended

Mar. 31, 2023

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment, Net

Property and equipment, net consisted of the following (in thousands):


	March 31,			December 31,
	2023			2022
Equipment	$	4,727		$	6,562
Leasehold improvements		918			1,191
Computer equipment		861			859
Furniture and fixtures		524			674
Construction in progress		63			242
Total property and equipment		7,093			9,528
Less accumulated depreciation		(4,509	)		(4,180	)
Property and equipment, net	$	2,584		$	5,348

Stock-Based Compensation - Schedule of Assumptions Used to Determine the Fair Values of Stock Appreciation Rights Granted (Details)	3 Months Ended
	Mar. 31, 2023 $ / shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Dividend yield	0.00%
Stock Appreciation Rights \| 2021 Employee Stock Purchase Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Fair value	$ 1.73
Volatility	90.80%
Risk-free interest rate	3.46%
Expected term (years)	4 years

Prepaid and Other Current Assets

3 Months Ended

Mar. 31, 2023

Prepaid Expense and Other Assets, Current [Abstract]

Prepaid and Other Current Assets

5. Prepaid and Other Current Assets

Prepaid and other current assets consisted of the following (in thousands):


	March 31,		December 31,
	2023		2022
Prepaid insurance	$	325	$	1,037
Prepaid research and development expenses		1,809		2,426
Other current assets		913		868
Total prepaid and other current assets	$	3,047	$	4,331

Summary of Significant Accounting Policies (Policies)	3 Months Ended
Summary of Significant Accounting Policies (Policies)	Mar. 31, 2023
Summary Of Significant Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”).
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make judgments, assumptions, and estimates that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of financial statements, and the reported amounts of income and expense during the reporting period. The most significant estimates relate to the determination of the fair value of stock option grants and estimates related to the amount of prepaid and accrued research and development expenses as of the balance sheet date. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and makes adjustments when the facts and circumstances dictate. These estimates are based on information available as of the date of the financial statements; therefore, actual results could differ from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. As of March 31, 2023 and December 31, 2022, cash and cash equivalents consisted primarily of checking and savings deposits, money market fund holdings, and commercial paper.
Marketable Securities	Marketable Securities The Company classifies its marketable securities as available-for-sale securities, which are carried at their fair value based on the quoted market prices of the securities. Unrealized gains and losses are reported as accumulated other comprehensive loss, a separate component of stockholders’ deficit. Realized gains and losses on available-for-sale securities are included in net loss in the period earned or incurred.
Property and Equipment	Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation expense is recognized using the straight-line method over the estimated useful life of each asset. Equipment and furniture and fixtures are depreciated over five or seven year lives. Leasehold improvements are amortized over the shorter of the lease term or the five-year estimated useful life of the asset. Computer equipment and computer software are depreciated over three years. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in loss from operations. Expenditures for repairs and maintenance are expensed as incurred.
Impairment of Long-Lived Assets	Impairment of Long-Lived Assets The Company evaluates its long-lived assets, which consist primarily of property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. The Company determined a triggering event had occurred as of March 31, 2023 indicating the carrying amount of certain assets may not be recoverable. For additional disclosures regarding the $2.7 million non-cash impairment charge and accompanying analysis, refer to Note 6. During the year ended December 31, 2022, the Company recorded a $0.2 million non-cash impairment charge (see Note 6).
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash and cash equivalents. The Company’s investment policy includes guidelines regarding the quality of the financial institutions and financial instruments and defines allowable investments that it believes minimizes the exposure to concentration of credit risk. The Company may invest in money market funds (minimum of $1 billion in assets), U.S. Treasury securities, corporate debt, bank debt, U.S. government-related agency securities, other sovereign debt, municipal debt and commercial paper. These deposits may exceed federally insured limits. The Company has not experienced any losses historically in these accounts and believes that it is not exposed to significant credit risk as its deposits are held at financial institutions that management believes to be of high credit quality. On March 10, 2023, Silicon Valley Bank (“SVB”) was closed by the California Department of Financial Protection and Innovation, and the Federal Deposit Insurance Corporation (“FDIC”) was appointed as receiver. On March 27, 2023, SVB was acquired by First-Citizen BancShares, Inc ("First-Citizen"). Similarly, on May 1, 2023, First Republic Bank (“FRB”) was closed by the California Department of Financial Protection and Innovation and the FDIC was appointed as receiver. JPMorgan Chase Bank, National Association (N.A.) acquired all of FRB’s deposit accounts and substantially all of its assets. The Company historically did not and currently does not have banking relationships with SVB or FRB.
Fair Value of Financial Instruments	Fair Value of Financial Instruments Fair value is defined as the price that the Company would receive to sell an investment in a timely transaction or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. A framework is used for measuring fair value utilizing a three-tier hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 investments) and the lowest priority to unobservable inputs (Level 3 investments). The three levels of the fair value hierarchy are as follows: • Level 1 inputs: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; • Level 2 inputs: Quoted prices in markets that are not considered to be active or financial instrument valuations for which all significant inputs are observable, either directly or indirectly; and • Level 3 inputs: Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. Financial instruments are categorized in their entirety based on the lowest level of input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement requires judgment and considers factors specific to the investment. The Company’s money market funds and marketable securities are carried at fair value determined according to the fair value hierarchy described above (Level 1 and Level 2, respectively).
Research and Development Expenses	Research and Development Expenses Research and development expenses include (i) employee-related expenses, including salaries, benefits, travel and stock-based compensation expense; (ii) external research and development expenses incurred under arrangements with third parties, such as contract research organization agreements, investigational sites, and consultants; (iii) the cost of acquiring, developing, and manufacturing clinical study materials; (iv) costs associated with preclinical and clinical activities and regulatory operations; (v) costs incurred in development of intellectual property; and (vi) an allocated portion of facilities and other infrastructure costs associated with our research and development activities. Costs incurred in connection with research and development activities are expensed as incurred. The Company enters into consulting, research, and other agreements with commercial entities, researchers, universities, and others for the provision of goods and services. Such arrangements are generally cancelable upon reasonable notice and payment of costs incurred. Costs are considered incurred based on an evaluation of the progress to completion of specific tasks under each contract using information and data provided by the respective vendors, including the Company’s clinical sites. These costs consist of direct and indirect costs associated with specific projects, as well as fees paid to various entities that perform certain research on behalf of the Company. Depending upon the timing of payments to the service providers, the Company recognizes prepaid expenses or accrued expenses related to these costs. These accrued or prepaid expenses are based on management’s estimates of the work performed under service agreements, milestones achieved, and experience with similar contracts. The Company monitors each of these factors and adjusts estimates accordingly.
Stock-Based Compensation	Stock-Based Compensation The Company measures all stock options and other stock-based awards granted to employees, nonemployees, and directors based on the fair value on the date of the grant and recognizes stock-based compensation expense of those awards over the requisite service period, which is generally the vesting period of the respective award. Generally, the Company issues stock option, restricted stock unit, and stock appreciation right awards with only service-based vesting conditions and records the expense for these awards using the straight-line method. The Company’s policy is to account for forfeitures when they occur. The Company classifies stock-based compensation expense in its statement of operations in the same manner in which the award recipient’s payroll costs are classified or in which the award recipients’ service payments are classified. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The Company recently completed its IPO and lacks company-specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies and expects to continue to do so until it has adequate historical data regarding the volatility of its own traded stock price. The expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The expected term of stock options granted to non-employees is equal to the contractual term of the option award. The risk-free interest rate is determined by reference to the US Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is zero because the Company has never paid cash dividends on common stock and does not expect to pay any cash dividends in the foreseeable future. Prior to the Company’s IPO, the Company considered the estimated fair value of the common stock as of the measurement date in determining the exercise price for options granted. The estimated fair value of the common stock was determined at each grant date based upon a variety of factors, including the illiquid nature of the common stock, arm’s-length sales of the Company’s capital stock (including convertible preferred stock), the effect of the rights and preferences of the preferred shareholders, and the prospects of a liquidity event. Among other factors are the Company’s financial position and historical financial performance, forecasted future operations of the Company, an evaluation or benchmark of the Company’s competition, and the current business climate in the marketplace. Significant changes to the key assumptions underlying the factors used could result in different fair values of common stock at each valuation date. The fair value for options granted since the Company’s IPO are based on the closing stock price on grant date.
Income Taxes	Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the financial statements or in the Company’s tax returns. Deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The Company accounts for uncertainty in income taxes recognized in the financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more likely than not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties. The Company provides reserves for potential payments of tax to various tax authorities related to uncertain tax positions. These reserves are based on a determination of whether and how much of a tax benefit taken by the Company in its tax filings or positions is more likely than not to be realized following resolution of any potential contingencies present related to the tax benefit. Potential interest and penalties associated with such uncertain tax positions are recorded as a component of income tax expense. The Company had no significant uncertain tax positions as of March 31, 2023 and December 31, 2022.
Basic and Diluted Net Loss Per Share	Basic and Diluted Net Loss Per Share The Company calculates basic and diluted net loss per share using the two-class method. The two-class method requires income available to common stock as if all income for the period had been distributed. Accordingly, basic net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period, without consideration of potential dilutive securities. Diluted net loss per share is computed by dividing the net loss by the sum of the weighted average number of common shares outstanding during the period plus the dilutive effects of potentially dilutive securities outstanding during the period. Potentially dilutive securities include vested and unexercised stock options, restricted stock issued upon early exercise of stock options, convertible preferred shares and contingent stock liabilities. The dilutive effect of stock options and contingent stock liabilities are computed using the treasury stock method and the dilutive effect of convertible preferred shares is calculated using the if-converted method. The Company has generated a net loss for all periods presented, therefore diluted net loss per share is the same as basic net loss per share since the inclusion of potentially dilutive securities would be anti-dilutive.
Segments	Segments Operating segments are defined as components of an entity for which separate financial information is made available and is regularly evaluated by the chief operating decision maker (“CODM”) in making decisions regarding resource allocation and assessing performance. The Company’s CODM is the chief executive officer and operations are managed as a single segment for the purposes of assessing performance and making operating decisions.
Comprehensive Loss	Comprehensive Loss Comprehensive loss represents net loss for the period plus the results of certain other changes in stockholders’ equity. The Company’s comprehensive loss included unrealized gains related to marketable securities for the three months ended March 31, 2023 and 2022.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), and subsequently has issued additional guidance (collectively, “ASC 842”), which requires companies to generally recognize operating and financing lease liabilities and corresponding right-of-use assets on the balance sheet. The Company adopted ASC 842 on January 1, 2022 using the modified retrospective approach, with no restatement of prior periods. Upon adoption, the Company elected the package of transitional practical expedients which allowed the Company to carry forward prior conclusions related to whether any expired or existing contracts are or contain leases, the lease classification for any expired or existing leases and initial direct costs for existing leases. In addition, the Company made an accounting policy election to not apply the recognition requirements in the leasing standards to short-term leases, which is a lease that at commencement date has a lease term of 12 months or less and does not contain a purchase option that it is reasonably certain to exercise. As a result of the adoption of the new leasing standards, on January 1, 2022, the Company recorded right-of-use assets of $3.4 million and operating lease liabilities of $3.5 million. The adoption did not have a material impact on the statement of operations or the statement of cash flows. For additional information on the adoption of the new leasing standard, refer to Note 8.

Accrued Expenses

3 Months Ended

Mar. 31, 2023

Accrued Liabilities, Current [Abstract]

Accrued Expenses

7. Accrued Expenses

Accrued expenses consisted of the following (in thousands):


	March 31,		December 31,
	2023		2022
Compensation and benefit costs	$	3,200	$	3,566
Research and development expenses		1,768		1,978
Professional fees, consulting and other		1,076		1,121
Total accrued expenses	$	6,044	$	6,665

As a result of the Company's initial reduction in force announced in February 2023, the Company recorded restructuring costs of $1.8 million in the accompanying statement of operations and comprehensive loss, related to severance and employee termination costs during the three months ended March 31, 2023. The Company made cash payments of $0.4 million during the three months ended March 31, 2023. The outstanding balance of $1.4 million is reflected in accrued expenses within the accompanying balance sheet and in compensation and benefit costs in the above as of March 31, 2023, respectively.

Marketable Securities - Summary of Company's Investments (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Marketable Securities [Line Items]
Amortized Cost	$ 141,888	$ 168,333
Unrealized Gain	6	19
Unrealized (Loss)	(305)	(740)
Estimated Fair Value	141,589	167,612
Commercial paper
Marketable Securities [Line Items]
Amortized Cost	111,739	119,313
Unrealized Gain	6	19
Unrealized (Loss)	(181)	(365)
Estimated Fair Value	111,564	118,967
Corporate debt securities
Marketable Securities [Line Items]
Amortized Cost		6,004
Unrealized (Loss)		(7)
Estimated Fair Value		5,997
Government and agency securities
Marketable Securities [Line Items]
Amortized Cost	30,149	43,016
Unrealized (Loss)	(124)	(368)
Estimated Fair Value	$ 30,025	$ 42,648

Summary of Significant Accounting Policies	3 Months Ended
Summary of Significant Accounting Policies	Mar. 31, 2023
Summary Of Significant Accounting Policies [Abstract]
Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies Basis of Presentation The financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make judgments, assumptions, and estimates that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of financial statements, and the reported amounts of income and expense during the reporting period. The most significant estimates relate to the determination of the fair value of stock option grants and estimates related to the amount of prepaid and accrued research and development expenses as of the balance sheet date. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and makes adjustments when the facts and circumstances dictate. These estimates are based on information available as of the date of the financial statements; therefore, actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. As of March 31, 2023 and December 31, 2022, cash and cash equivalents consisted primarily of checking and savings deposits, money market fund holdings, and commercial paper. Marketable Securities The Company classifies its marketable securities as available-for-sale securities, which are carried at their fair value based on the quoted market prices of the securities. Unrealized gains and losses are reported as accumulated other comprehensive loss, a separate component of stockholders’ deficit. Realized gains and losses on available-for-sale securities are included in net loss in the period earned or incurred. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation expense is recognized using the straight-line method over the estimated useful life of each asset. Equipment and furniture and fixtures are depreciated over five or seven year lives. Leasehold improvements are amortized over the shorter of the lease term or the five-year estimated useful life of the asset. Computer equipment and computer software are depreciated over three years. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in loss from operations. Expenditures for repairs and maintenance are expensed as incurred. Impairment of Long-Lived Assets The Company evaluates its long-lived assets, which consist primarily of property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. The Company determined a triggering event had occurred as of March 31, 2023 indicating the carrying amount of certain assets may not be recoverable. For additional disclosures regarding the $2.7 million non-cash impairment charge and accompanying analysis, refer to Note 6. During the year ended December 31, 2022, the Company recorded a $0.2 million non-cash impairment charge (see Note 6). Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash and cash equivalents. The Company’s investment policy includes guidelines regarding the quality of the financial institutions and financial instruments and defines allowable investments that it believes minimizes the exposure to concentration of credit risk. The Company may invest in money market funds (minimum of $1 billion in assets), U.S. Treasury securities, corporate debt, bank debt, U.S. government-related agency securities, other sovereign debt, municipal debt and commercial paper. These deposits may exceed federally insured limits. The Company has not experienced any losses historically in these accounts and believes that it is not exposed to significant credit risk as its deposits are held at financial institutions that management believes to be of high credit quality. On March 10, 2023, Silicon Valley Bank (“SVB”) was closed by the California Department of Financial Protection and Innovation, and the Federal Deposit Insurance Corporation (“FDIC”) was appointed as receiver. On March 27, 2023, SVB was acquired by First-Citizen BancShares, Inc ("First-Citizen"). Similarly, on May 1, 2023, First Republic Bank (“FRB”) was closed by the California Department of Financial Protection and Innovation and the FDIC was appointed as receiver. JPMorgan Chase Bank, National Association (N.A.) acquired all of FRB’s deposit accounts and substantially all of its assets. The Company historically did not and currently does not have banking relationships with SVB or FRB. Fair Value of Financial Instruments Fair value is defined as the price that the Company would receive to sell an investment in a timely transaction or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. A framework is used for measuring fair value utilizing a three-tier hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 investments) and the lowest priority to unobservable inputs (Level 3 investments). The three levels of the fair value hierarchy are as follows: • Level 1 inputs: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; • Level 2 inputs: Quoted prices in markets that are not considered to be active or financial instrument valuations for which all significant inputs are observable, either directly or indirectly; and • Level 3 inputs: Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. Financial instruments are categorized in their entirety based on the lowest level of input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement requires judgment and considers factors specific to the investment. The Company’s money market funds and marketable securities are carried at fair value determined according to the fair value hierarchy described above (Level 1 and Level 2, respectively). Research and Development Expenses Research and development expenses include (i) employee-related expenses, including salaries, benefits, travel and stock-based compensation expense; (ii) external research and development expenses incurred under arrangements with third parties, such as contract research organization agreements, investigational sites, and consultants; (iii) the cost of acquiring, developing, and manufacturing clinical study materials; (iv) costs associated with preclinical and clinical activities and regulatory operations; (v) costs incurred in development of intellectual property; and (vi) an allocated portion of facilities and other infrastructure costs associated with our research and development activities. Costs incurred in connection with research and development activities are expensed as incurred. The Company enters into consulting, research, and other agreements with commercial entities, researchers, universities, and others for the provision of goods and services. Such arrangements are generally cancelable upon reasonable notice and payment of costs incurred. Costs are considered incurred based on an evaluation of the progress to completion of specific tasks under each contract using information and data provided by the respective vendors, including the Company’s clinical sites. These costs consist of direct and indirect costs associated with specific projects, as well as fees paid to various entities that perform certain research on behalf of the Company. Depending upon the timing of payments to the service providers, the Company recognizes prepaid expenses or accrued expenses related to these costs. These accrued or prepaid expenses are based on management’s estimates of the work performed under service agreements, milestones achieved, and experience with similar contracts. The Company monitors each of these factors and adjusts estimates accordingly. Stock-Based Compensation The Company measures all stock options and other stock-based awards granted to employees, nonemployees, and directors based on the fair value on the date of the grant and recognizes stock-based compensation expense of those awards over the requisite service period, which is generally the vesting period of the respective award. Generally, the Company issues stock option, restricted stock unit, and stock appreciation right awards with only service-based vesting conditions and records the expense for these awards using the straight-line method. The Company’s policy is to account for forfeitures when they occur. The Company classifies stock-based compensation expense in its statement of operations in the same manner in which the award recipient’s payroll costs are classified or in which the award recipients’ service payments are classified. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The Company recently completed its IPO and lacks company-specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies and expects to continue to do so until it has adequate historical data regarding the volatility of its own traded stock price. The expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The expected term of stock options granted to non-employees is equal to the contractual term of the option award. The risk-free interest rate is determined by reference to the US Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is zero because the Company has never paid cash dividends on common stock and does not expect to pay any cash dividends in the foreseeable future. Prior to the Company’s IPO, the Company considered the estimated fair value of the common stock as of the measurement date in determining the exercise price for options granted. The estimated fair value of the common stock was determined at each grant date based upon a variety of factors, including the illiquid nature of the common stock, arm’s-length sales of the Company’s capital stock (including convertible preferred stock), the effect of the rights and preferences of the preferred shareholders, and the prospects of a liquidity event. Among other factors are the Company’s financial position and historical financial performance, forecasted future operations of the Company, an evaluation or benchmark of the Company’s competition, and the current business climate in the marketplace. Significant changes to the key assumptions underlying the factors used could result in different fair values of common stock at each valuation date. The fair value for options granted since the Company’s IPO are based on the closing stock price on grant date. Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the financial statements or in the Company’s tax returns. Deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The Company accounts for uncertainty in income taxes recognized in the financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more likely than not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties. The Company provides reserves for potential payments of tax to various tax authorities related to uncertain tax positions. These reserves are based on a determination of whether and how much of a tax benefit taken by the Company in its tax filings or positions is more likely than not to be realized following resolution of any potential contingencies present related to the tax benefit. Potential interest and penalties associated with such uncertain tax positions are recorded as a component of income tax expense. The Company had no significant uncertain tax positions as of March 31, 2023 and December 31, 2022. Basic and Diluted Net Loss Per Share The Company calculates basic and diluted net loss per share using the two-class method. The two-class method requires income available to common stock as if all income for the period had been distributed. Accordingly, basic net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period, without consideration of potential dilutive securities. Diluted net loss per share is computed by dividing the net loss by the sum of the weighted average number of common shares outstanding during the period plus the dilutive effects of potentially dilutive securities outstanding during the period. Potentially dilutive securities include vested and unexercised stock options, restricted stock issued upon early exercise of stock options, convertible preferred shares and contingent stock liabilities. The dilutive effect of stock options and contingent stock liabilities are computed using the treasury stock method and the dilutive effect of convertible preferred shares is calculated using the if-converted method. The Company has generated a net loss for all periods presented, therefore diluted net loss per share is the same as basic net loss per share since the inclusion of potentially dilutive securities would be anti-dilutive. Segments Operating segments are defined as components of an entity for which separate financial information is made available and is regularly evaluated by the chief operating decision maker (“CODM”) in making decisions regarding resource allocation and assessing performance. The Company’s CODM is the chief executive officer and operations are managed as a single segment for the purposes of assessing performance and making operating decisions. Comprehensive Loss Comprehensive loss represents net loss for the period plus the results of certain other changes in stockholders’ equity. The Company’s comprehensive loss included unrealized gains related to marketable securities for the three months ended March 31, 2023 and 2022. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), and subsequently has issued additional guidance (collectively, “ASC 842”), which requires companies to generally recognize operating and financing lease liabilities and corresponding right-of-use assets on the balance sheet. The Company adopted ASC 842 on January 1, 2022 using the modified retrospective approach, with no restatement of prior periods. Upon adoption, the Company elected the package of transitional practical expedients which allowed the Company to carry forward prior conclusions related to whether any expired or existing contracts are or contain leases, the lease classification for any expired or existing leases and initial direct costs for existing leases. In addition, the Company made an accounting policy election to not apply the recognition requirements in the leasing standards to short-term leases, which is a lease that at commencement date has a lease term of 12 months or less and does not contain a purchase option that it is reasonably certain to exercise. As a result of the adoption of the new leasing standards, on January 1, 2022, the Company recorded right-of-use assets of $3.4 million and operating lease liabilities of $3.5 million. The adoption did not have a material impact on the statement of operations or the statement of cash flows. For additional information on the adoption of the new leasing standard, refer to Note 8.

Fair Value of Financial Assets - Summary of Financial Instruments Measured at Fair Value on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Financial assets:
Total financial assets measured at fair value	$ 165,400	$ 179,921
Money Market Funds \| Cash Equivalents
Financial assets:
Total financial assets measured at fair value	23,811	12,309
Marketable Securities
Financial assets:
Total financial assets measured at fair value	141,589	167,612
Level 1
Financial assets:
Total financial assets measured at fair value	40,743	44,027
Level 1 \| Money Market Funds \| Cash Equivalents
Financial assets:
Total financial assets measured at fair value	23,811	12,309
Level 1 \| Marketable Securities
Financial assets:
Total financial assets measured at fair value	16,932	31,718
Level 2
Financial assets:
Total financial assets measured at fair value	124,657	135,894
Level 2 \| Marketable Securities
Financial assets:
Total financial assets measured at fair value	$ 124,657	$ 135,894

Fair Value of Financial Assets (Tables)

3 Months Ended

Mar. 31, 2023

Fair Value Disclosures [Abstract]

Summary of Financial Instruments Measured at Fair Value on Recurring Basis

The following table presents information about the Company’s financial instruments that are measured at fair value on a recurring basis and indicates the fair value hierarchy of the inputs the Company utilized to determine such fair value (in thousands):


	March 31, 2023
	Total		Level 1		Level 2		Level 3
Financial assets:
Money market funds (cash equivalents)	$	23,811	$	23,811	$	—	$	—
Marketable securities		141,589		16,932		124,657		—
Total financial assets measured at fair value	$	165,400	$	40,743	$	124,657	$	—


	December 31, 2022
	Total		Level 1		Level 2		Level 3
Financial assets:
Money market funds (cash equivalents)	$	12,309	$	12,309	$	—	$	—
Marketable securities		167,612		31,718		135,894		—
Total financial assets measured at fair value	$	179,921	$	44,027	$	135,894	$	—

- Definition

Tabular disclosure of financial instruments measured at fair value, including those classified in shareholders' equity measured on a recurring or nonrecurring basis. Disclosures include, but are not limited to, fair value measurements recorded and the reasons for the measurements, level within the fair value hierarchy in which the fair value measurements are categorized and transfers between levels 1 and 2. Nonrecurring fair value measurements are those that are required or permitted in the statement of financial position in particular circumstances.

+ References + Details

Fair Value of Financial Assets

3 Months Ended

Mar. 31, 2023

Fair Value Disclosures [Abstract]

Fair Value of Financial Assets

3. Fair Value of Financial Assets


	March 31, 2023
	Total		Level 1		Level 2		Level 3
Financial assets:
Money market funds (cash equivalents)	$	23,811	$	23,811	$	—	$	—
Marketable securities		141,589		16,932		124,657		—
Total financial assets measured at fair value	$	165,400	$	40,743	$	124,657	$	—


	December 31, 2022
	Total		Level 1		Level 2		Level 3
Financial assets:
Money market funds (cash equivalents)	$	12,309	$	12,309	$	—	$	—
Marketable securities		167,612		31,718		135,894		—
Total financial assets measured at fair value	$	179,921	$	44,027	$	135,894	$	—

- 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

Net Loss Per Share Attributable to Common Stockholders - Summary of Computation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Earnings Per Share [Abstract]
Net loss and net loss attributable to common stockholders	$ (22,497)	$ (18,259)	$ (73,900)
Net loss per share attributable to common stockholders, basic	$ (0.54)	$ (0.45)
Net loss per share attributable to common stockholders, diluted	$ (0.54)	$ (0.45)
Weighted average number of common shares outstanding used in computation of net loss per common share, basic	41,796,830	40,980,213
Weighted average number of common shares outstanding used in computation of net loss per common share, diluted	41,796,830	40,980,213

- Definition

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

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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.

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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

Stock-Based Compensation - Summary of Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award, Additional General Disclosures [Abstract]
Options outstanding, beginning balance, shares	6,264,898
Granted, shares	1,000,000
Exercised, shares	(49,040)
Cancelled, shares	(25,912)
Forfeited, shares	(602,281)
Options outstanding, ending balance, shares	6,587,665	6,264,898
Options exercisable, shares	2,567,969
Options outstanding, weighted- average exercise price	$ 6.92
Granted, weighted- average exercise price	1.73
Exercised, weighted- average exercise price	0.94
Cancelled, weighted-average exercise price	6.06
Forfeited, weighted- average exercise price	7.06
Options outstanding, weighted- average exercise price	6.17	$ 6.92
Options exercisable, weighted- average exercise price	$ 6.31
Options outstanding, weighted- average remaining contractual life	8 years 4 months 28 days	8 years 5 months 4 days
Options exercisable, weighted- average remaining contractual life	7 years 8 months 19 days
Options outstanding, aggregate intrinsic value	$ 593	$ 42

Defined Contribution Plan

3 Months Ended

Mar. 31, 2023

Retirement Benefits [Abstract]

Defined Contribution Plan

12. Defined Contribution Plan

The Company established a defined contribution savings plan under Section 401(k) of the Internal Revenue Code. This plan covers substantially all employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pretax basis. Current Company match contributions to the plan are made to employees who meet minimum service requirements in the amount of 100% of the first 3%, and 50% of the next 2% of employee contributions, subject to certain limitations. For the three months ended March 31, 2023 and 2022, the Company made contributions in the amount of $0.2 million and $0.1 million, respectively.

Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Property Plant And Equipment [Line Items]
Property and equipment, gross	$ 7,093	$ 9,528
Less accumulated depreciation	(4,509)	(4,180)
Property and equipment, net	2,584	5,348
Equipment
Property Plant And Equipment [Line Items]
Property and equipment, gross	4,727	6,562
Leasehold Improvements
Property Plant And Equipment [Line Items]
Property and equipment, gross	918	1,191
Computer Equipment
Property Plant And Equipment [Line Items]
Property and equipment, gross	861	859
Furniture and Fixtures
Property Plant And Equipment [Line Items]
Property and equipment, gross	524	674
Construction in Progress
Property Plant And Equipment [Line Items]
Property and equipment, gross	$ 63	$ 242

Accrued Expenses (Tables)

3 Months Ended

Mar. 31, 2023

Accrued Liabilities, Current [Abstract]

Schedule of Accrued Expenses

Accrued expenses consisted of the following (in thousands):


	March 31,		December 31,
	2023		2022
Compensation and benefit costs	$	3,200	$	3,566
Research and development expenses		1,768		1,978
Professional fees, consulting and other		1,076		1,121
Total accrued expenses	$	6,044	$	6,665

Common Stock (Additional Information) (Details) - $ / shares	Mar. 31, 2023	Dec. 31, 2022	May 11, 2021	Apr. 30, 2021
Class of Stock [Line Items]
Authorization of undesignated preferred stock				10,000,000
Undesignated preferred stock, par value				$ 0.0001
Common stock, shares authorized	140,000,000	140,000,000
Undesignated preferred stock, outstanding	0		0
Voting Shares
Class of Stock [Line Items]
Common stock, shares authorized				140,000,000
Non-voting Shares
Class of Stock [Line Items]
Common stock, shares authorized	10,000,000	10,000,000		10,000,000