0001558370-24-015306 | 10-Q | XBRL Viewer | Corvus Pharmaceuticals INC

Warrants	9 Months Ended
Sep. 30, 2024
Warrants
Warrants	8. Warrants On May 6, 2024, the company completed a registered direct offering in which the Company sold an aggregate of 13,512,699 shares of common stock and common warrants to purchase up to 13,078,509 shares of common stock (or pre-funded warrants in lieu thereof) at a combined offering price of $1.7312 per share and common warrant, and pre-funded warrants to purchase up to 4,144,085 shares of common stock and common warrants to purchase up to 4,010,927 shares of common stock (or pre-funded warrants in lieu thereof), at a combined offering price of $1.7311 per share underlying each pre-funded warrant and common warrant, which equals the offering price per share and common warrant less the $0.0001 exercise price per share of the pre-funded warrants. The pre-funded warrants have an exercise price per share of common stock equal to $0.0001 per share. The exercise price and the number of shares of common stock issuable upon exercise of the pre-funded warrants are subject to appropriate adjustments in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the common stock. The pre-funded warrants are exercisable at any time after the date of issuance. In accordance with accounting guidance discussed in Note 2, the Company recorded $5.0 million to additional paid-in capital upon issuance of the pre-funded warrants on May 6, 2024. As of September 30, 2024, none of the pre-funded warrants have been exercised. The common warrants have an exercise price per share of common stock equal to $3.50 per share (or $3.4999 per pre-funded warrant). The exercise price and the number of shares of common stock (or pre-funded warrants in lieu thereof) issuable upon exercise of the common warrants are subject to appropriate adjustments in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the common stock. The common warrants are exercisable at any time after the date of issuance and will expire on June 30, 2025. In accordance with accounting guidance discussed in Note 2, the Company recorded $8.9 million to warrant liability upon issuance of the common warrants on May 6, 2024 and recorded a change in fair value of warrant liability of $32.8 million and $31.0 million to other income in its condensed consolidated statement of operations and comprehensive loss for the three and nine months ended September 30, 2024, respectively. The value of the common warrant upon issuance on May 6, 2024 has been included within the cash flows from financing activities. As of September 30, 2024, none of the common warrants have been exercised and the Company’s warrant liability was $40.0 million.

Warrants

9 Months Ended

Sep. 30, 2024

8. Warrants

On May 6, 2024, the company completed a registered direct offering in which the Company sold an aggregate of 13,512,699 shares of common stock and common warrants to purchase up to 13,078,509 shares of common stock (or pre-funded warrants in lieu thereof) at a combined offering price of $1.7312 per share and common warrant, and pre-funded warrants to purchase up to 4,144,085 shares of common stock and common warrants to purchase up to 4,010,927 shares of common stock (or pre-funded warrants in lieu thereof), at a combined offering price of $1.7311 per share underlying each pre-funded warrant and common warrant, which equals the offering price per share and common warrant less the $0.0001 exercise price per share of the pre-funded warrants.

The pre-funded warrants have an exercise price per share of common stock equal to $0.0001 per share. The exercise price and the number of shares of common stock issuable upon exercise of the pre-funded warrants are subject to appropriate adjustments in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the common stock. The pre-funded warrants are exercisable at any time after the date of issuance. In accordance with accounting guidance discussed in Note 2, the Company recorded $5.0 million to

additional paid-in capital upon issuance of the pre-funded warrants on May 6, 2024. As of September 30, 2024, none of the pre-funded warrants have been exercised.

The common warrants have an exercise price per share of common stock equal to $3.50 per share (or $3.4999 per pre-funded warrant). The exercise price and the number of shares of common stock (or pre-funded warrants in lieu thereof) issuable upon exercise of the common warrants are subject to appropriate adjustments in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the common stock. The common warrants are exercisable at any time after the date of issuance and will expire on June 30, 2025. In accordance with accounting guidance discussed in Note 2, the Company recorded $8.9 million to warrant liability upon issuance of the common warrants on May 6, 2024 and recorded a change in fair value of warrant liability of $32.8 million and $31.0 million to other income in its condensed consolidated statement of operations and comprehensive loss for the three and nine months ended September 30, 2024, respectively. The value of the common warrant upon issuance on May 6, 2024 has been included within the cash flows from financing activities. As of September 30, 2024, none of the common warrants have been exercised and the Company’s warrant liability was $40.0 million.

- Definition

The entire disclosure for a transferor's continuing involvement in financial assets that it has transferred in a securitization or asset-backed financing arrangement, the nature of any restrictions on assets reported by an entity in its statement of financial position that relate to a transferred financial asset (including the carrying amounts of such assets), how servicing assets and servicing liabilities are reported, and (for securitization or asset-backed financing arrangements accounted for as sales) when a transferor has continuing involvement with the transferred financial assets and transfers of financial assets accounted for as secured borrowings, how the transfer of financial assets affects an entity's financial position, financial performance, and cash flows.

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+ Details

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (40,217)	$ (4,262)	$ (5,701)	$ (6,000)	$ (6,503)	$ (7,873)	$ (50,180)	$ (20,376)

- 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

Income Taxes - Components of Earnings Before Income Tax and Income Tax Benefits (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest [Abstract]
Net income (loss) before income tax	$ (39,535)	$ (5,135)	$ (49,157)	$ (16,496)
Income Tax Expense (Benefit), Continuing Operations, by Jurisdiction [Abstract]
Income tax benefits			$ 0	$ 0

- Definition

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

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

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-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-9

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-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (SAB Topic 6.I.7)
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+ Details

Subsequent Events (Details) - Subsequent Events - Common Warrants $ in Millions	Oct. 29, 2024 USD ($) shares
Subsequent Event
Proceeds from exercise of common warrants \| $	$ 5.9
Number of common stock warrants exercised \| shares	1,677,220

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating activities
Net loss	$ (50,180)	$ (20,376)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	65	123
Accretion related to marketable securities	(899)	(767)
Stock-based compensation	2,190	1,575
Change in fair value of warrant liability	31,030
Loss from equity method investment	1,023	3,880
Changes in operating assets and liabilities:
Accounts receivable - related party	(44)	577
Prepaid and other current assets	(419)	(142)
Operating lease right-of-use asset	865	794
Other assets	(163)	40
Accounts payable	348	(572)
Accrued and other liabilities	245	(2,989)
Operating lease liability	(1,020)	(911)
Net cash used in operating activities	(16,959)	(18,768)
Net Cash Provided by (Used in) Investing Activities [Abstract]
Purchases of marketable securities	(49,758)	(35,623)
Maturities of marketable securities	28,357	53,516
Purchases of property and equipment		(34)
Net cash (used in) provided by investing activities	(21,401)	17,859
Net Cash Provided by (Used in) Financing Activities, Continuing Operations [Abstract]
Proceeds from issuance of common stock, net (includes $1,794 in aggregate gross proceeds from related parties for the nine months ended September 30, 2024)	16,405
Proceeds from issuance of pre-funded warrants, net (includes $1,769 in aggregate gross proceeds from related parties for the nine months ended September 30, 2024)	5,031
Proceeds from issuance of common warrants (includes $1,472 in aggregate gross proceeds from related parties for the nine months ended September 30, 2024)	8,934
Proceeds from issuance of common stock in connection with at-the-market offering, net		7,843
Proceeds from exercise of common stock options	50	12
Net cash provided by financing activities	30,420	7,855
Net decrease in cash and cash equivalents	(7,940)	6,946
Cash and cash equivalents at beginning of the period	12,620	13,159
Cash and cash equivalents at end of the period	$ 4,680	$ 20,105

Commitments and Contingencies

9 Months Ended

Sep. 30, 2024

Commitments and Contingencies

Commitments and Contingencies

14. Commitments and Contingencies

In August 2015, the Company entered into an agreement for a line of credit of $0.1 million for the purpose of issuing its landlord a letter of credit of $0.1 million as a security deposit under its facility lease. The Company pledged money market funds and marketable securities as collateral for the line of credit. For further discussion of the Company’s facility lease agreement, see Note 13.

Pursuant to the Company’s license agreements with each of Vernalis, Scripps and Monash, it has obligations to make future milestone and royalty payments to these parties, respectively. However, because these amounts are contingent, they have not been included on the Company’s balance sheet. For further discussion of the Vernalis, Scripps and Monash licensing agreements, see Note 6.

Indemnifications

In the ordinary course of business, the Company enters into agreements that may include indemnification provisions. Pursuant to such agreements, the Company may indemnify, hold harmless and defend an indemnified party for losses suffered or incurred by the indemnified party. Some of the provisions will limit losses to those arising from third-party actions. In some cases, the indemnification will continue after the termination of the agreement. The maximum potential amount of future payments the Company could be required to make under these provisions is not determinable. The Company has never incurred material costs to defend lawsuits or settle claims related to these indemnification provisions. The Company has also entered into indemnification agreements with its directors and officers that may require the Company to indemnify its directors and officers against liabilities that may arise by reason of their status or service as directors or officers to the fullest extent permitted by Delaware corporate law. There have been no claims to date and the Company has a directors and officers insurance policy that may enable it to recover a portion of any amounts paid for future claims.

Legal Proceedings

The Company is not a party to any material legal proceedings.

Facility Lease - Lessee information (Details)		9 Months Ended		46 Months Ended
Facility Lease - Lessee information (Details)	Oct. 22, 2024 USD ($) ft²	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Oct. 31, 2018 USD ($)	Dec. 31, 2023 USD ($)	Sep. 30, 2021 ft²	Feb. 01, 2015 ft²
Lease
Increase in operating lease right-of-use asset		$ 865,000	$ 794,000
Increase in the operating lease liability		1,020,000	911,000
Operating lease right-of-use asset		$ 284,000			$ 1,149,000
Sublease income - related party			$ 56,000
Laboratory Office Space
Lease
Area of leased facility \| ft²						27,280	8,138
Lease term							1 year
Landlord Provided Free Rent And Lease Incentives				$ 1,900,000
San Francisco Leased Premises \| Sub-Sublease Agreement \| NewLimit, Inc. \| Subsequent Events
Lease
Area of leased facility \| ft²	20,916
Lease term	3 years
Lease extension period	2 years
Sublease initial base monthly rent expense	$ 33,833.33
Sublease base monthly rent expense in year three	47,200.00
Prepaid Rent	$ 231,234.99

Facility Lease (Tables)

9 Months Ended

Sep. 30, 2024

Facility Lease

Schedule of components of lease expense


		Three Months Ended				Nine Months Ended
	Statements of operations and	September 30,				September 30,
	comprehensive loss location	2024		2023		2024		2023
Costs of operating lease
Operating lease costs	Research and development, General and administrative	$	306	$	306	$	921	$	918
Costs of non-lease components (previously common area maintenance)	Research and development, General and administrative		114		112		356		308
Total operating lease cost		$	420	$	418	$	1,277	$	1,226
Other Information
Operating cash flows used for operating lease		$	473	$	459	$	1,419	$	1,378
Remaining lease term			0.3 years		1.3 years		0.3 years		1.3 years
Discount rate			8.0%		8.0%		8.0%		8.0%

Schedule of Minimum rental commitments


Year Ended December 31 (in thousands)
2024*	$	358
Total lease payments		358
Less: imputed interest		(4)
Total	$	354

* Remainder of the year


Year Ended December 31 (in thousands)
2024	$	1,434
Total lease payments		1,434
Less: imputed interest		(60)
Total	$	1,374

Stock-Based Compensation

9 Months Ended

Sep. 30, 2024

Stock-Based Compensation

Stock-Based Compensation

11. Stock-Based Compensation

The Company’s results of operations include expenses relating to employee and non-employee stock-based awards as follows (in thousands):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
Research and development	$	246	$	179	$	695	$	555
General and administrative		487		367		1,495		1,020
Total	$	733	$	546	$	2,190	$	1,575

Fair Value Measurements - Available For Sale (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Fair value of available for sale marketable securities
Amortized Cost	$ 36,815	$ 14,514
Gross Unrealized Gains	156	15
Fair Value	36,971	14,529
US Treasury Securities
Fair value of available for sale marketable securities
Amortized Cost	33,025	10,348
Gross Unrealized Gains	145	8
Fair Value	33,170	10,356
US Government Agencies Securities
Fair value of available for sale marketable securities
Amortized Cost	3,790	4,166
Gross Unrealized Gains	11	7
Fair Value	$ 3,801	$ 4,173

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 103
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-103

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-Name Accounting Standards Codification
-Section 55
-Paragraph 100
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-100

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

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-Paragraph 2
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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (bbb)(1)
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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

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-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1
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-Publisher FASB
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 326
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479130/326-30-45-1

+ Details

Balance Sheet Components

9 Months Ended

Sep. 30, 2024

Balance Sheet Components

Balance Sheet Components

7. Balance Sheet Components (in thousands)


	September 30,		December 31,
	2024		2023
Prepaid and Other Current Assets
Interest receivable	$	151	$	37
Prepaid research and development manufacturing expenses		28		149
Prepaid facility expenses		196		196
Prepaid insurance		192		179
Other		633		220
	$	1,200	$	781
Property and Equipment
Laboratory equipment	$	2,537	$	2,678
Computer equipment and purchased software		171		171
Leasehold improvements		2,084		2,084
		4,792		4,933
Less: accumulated depreciation and amortization		(4,621)		(4,697)
	$	171	$	236
Accrued and Other Liabilities
Accrued clinical trial expense	$	2,338	$	2,302
Accrued manufacturing expense		564		675
Personnel related		610		684
Accrued legal and accounting		301		64
Other		402		245
	$	4,215	$	3,970

During the three months ended September 30, 2024 and 2023, the Company recorded approximately $20,000 and $30,000 in depreciation expense, respectively, and during the nine months ended September 30, 2024 and 2023, the Company recorded approximately $65,000 and $123,000 in depreciation expense, respectively.

Stock-Based Compensation - Expense Allocation (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Stock-based compensation
Stock-based compensation expense	$ 733	$ 546	$ 2,190	$ 1,575
Research and Development
Stock-based compensation
Stock-based compensation expense	246	179	695	555
General and Administrative
Stock-based compensation
Stock-based compensation expense	$ 487	$ 367	$ 1,495	$ 1,020

Balance Sheet Components (Tables)

9 Months Ended

Sep. 30, 2024

Balance Sheet Components

Schedule of balance sheet components


	September 30,		December 31,
	2024		2023
Prepaid and Other Current Assets
Interest receivable	$	151	$	37
Prepaid research and development manufacturing expenses		28		149
Prepaid facility expenses		196		196
Prepaid insurance		192		179
Other		633		220
	$	1,200	$	781
Property and Equipment
Laboratory equipment	$	2,537	$	2,678
Computer equipment and purchased software		171		171
Leasehold improvements		2,084		2,084
		4,792		4,933
Less: accumulated depreciation and amortization		(4,621)		(4,697)
	$	171	$	236
Accrued and Other Liabilities
Accrued clinical trial expense	$	2,338	$	2,302
Accrued manufacturing expense		564		675
Personnel related		610		684
Accrued legal and accounting		301		64
Other		402		245
	$	4,215	$	3,970

Net Loss per Share (Tables)

9 Months Ended

Sep. 30, 2024

Net Loss per Share

Schedule of net loss per share, basic and diluted


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
Numerator:
Net loss - basic and diluted	$	(40,217)	$	(6,000)	$	(50,180)	$	(20,376)
Denominator:
Weighted average common shares outstanding used to compute basic and diluted net loss per share		66,701,086		48,971,246		58,513,303		47,683,792
Net loss per share, basic and diluted	$	(0.60)	$	(0.12)	$	(0.86)	$	(0.43)

Schedule of antidilutive securities excluded from calculation of diluted net loss per share


	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2024	2023	2024	2023
Common warrants (1)	17,089,436	—	17,089,436	—
Outstanding options	9,911,650	7,762,672	9,911,650	7,762,672

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2024

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company’s functional and reporting currency is the U.S. dollar, except for its investment in its equity method investee which is the Chinese renminbi (RMB). The accompanying condensed consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and discharge of liabilities in the normal course of business.

Unaudited Interim Financial Information

The accompanying interim condensed consolidated financial statements and related disclosures are unaudited, have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for fair statement of the condensed consolidated financial statements presented.

The condensed consolidated balance sheet as of December 31, 2023 was derived from audited financial statements, but does not include all disclosures required by GAAP. The condensed consolidated results of operations for the three and nine months ended September 30, 2024 are not necessarily indicative of the results to be expected for the full year or for any other future year or interim period. The accompanying condensed consolidated financial statements should be read in conjunction with the audited financial statements and the related notes for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 19, 2024.

Use of Estimates

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

Investments in Equity Securities

The Company uses the equity method of accounting for its equity investment if the investment provides the ability to exercise significant influence, but not control, over operating and financial policies of the investee.

The Company’s proportionate share of the net income (loss) resulting from the equity method investment is reported under the line item captioned “income (loss) from equity method investment” in the Condensed Consolidated Statements of Operations and Comprehensive Loss and the carrying value of the equity method investments is reported under the line captioned “Investment in Angel Pharmaceuticals” in the Condensed Consolidated Balance Sheets. The Company’s equity method investments are reported at cost and adjusted each period for the Company’s share of the investee’s income or loss and the foreign currency translation adjustment as applicable.

For equity method investees with a functional currency different than the Company’s reporting currency, the Company follows the guidance under ASC 830-10-15-5, pursuant to which, the foreign currency financial statements of a foreign investee accounted for by the equity method should be translated to the reporting entity's reporting currency.

The Company evaluates equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amount of the investment might not be recoverable. Factors considered by the Company when reviewing an equity method investment for impairment include the length of time (duration) and the extent (severity) to which the fair value of the equity method investment has been less than cost, the investee’s financial condition and near-term prospects and the intent and ability to hold the investment for a period of time sufficient to allow for anticipated recovery. An impairment that is other-than-temporary is recognized in the period identified.

See Note 5, “Equity Method Investment,” for further information.

Concentrations of Credit Risk and Other Risks and Uncertainties

Substantially all of the Company’s cash and cash equivalents are deposited in accounts with two financial institutions that management believes are of high credit quality. Such deposits may, at times, exceed federally insured limits. The Company maintains its cash with an accredited financial institution and accordingly, such funds are subject to minimal credit risk. The Company’s marketable securities consist of investments in U.S. Treasury securities and U.S. government agency securities, which can be subject to certain credit risks. However, the Company mitigates the risks by investing in high-grade instruments, limiting its exposure to any one issuer, and monitoring the ongoing creditworthiness

of the financial institutions and issuers. The Company has not experienced any losses on its deposits of cash, cash equivalents or marketable securities.

The Company is subject to a number of risks similar to other early stage biopharmaceutical companies, including, but not limited to, the need to obtain adequate additional funding, possible failure of preclinical testing or clinical trials, its reliance on third parties to conduct its clinical trials, the need to obtain marketing approval for its product candidates, competitors developing new technological innovations, the need to successfully commercialize and gain market acceptance of the Company’s product candidates, its right to develop and commercialize its product candidates pursuant to the terms and conditions of the licenses granted to the Company, and protection of proprietary technology. If the Company does not successfully commercialize or partner any of its product candidates, it will be unable to generate product revenue or achieve profitability.

Segments

Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business in one operating segment, that of the development of and commercialization of precisely targeted oncology and immune-mediated therapies.

Warrants

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance included in Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity ("ASC 480") and ASC 815, Derivatives and Hedging ("ASC 815"). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, whether the warrants meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent reporting period end date while the warrants are outstanding.

Warrants that meet all of the criteria for equity classification are required to be recorded as a component of additional paid-in capital at the time of issuance, or when the conditions for equity classification are met, and are not remeasured. Warrants that do not meet the required criteria for equity classification are classified as liabilities. The Company adjusts such warrants to fair value at each reporting period until the warrants are exercised or expire. Any change in fair value is recognized in the Company’s statements of operations and comprehensive loss.

Significant Accounting Policies

There have been no material changes to the Company’s significant accounting policies during the nine months ended September 30, 2024 from those discussed in our Form 10-K.

Recent Accounting Pronouncements

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative, which modifies the disclosure or presentation requirements related to variety of FASB Accounting Standard Codification topics. The effective date for each amendment will be the date on which the SEC's removal of that related disclosure from Regulation S-X or Regulation S-K is effective. If by June 30, 2027, the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the associated amendment will be removed from the Codification and will not become effective for any entities. The Company is currently evaluating the effect of adopting this ASU.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which amends the guidance in ASC 740, Income Taxes. The ASU is intended to improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. The ASU’s amendments are effective for public business entities for annual periods beginning after December 15, 2024. Entities are permitted to early adopt the standard “for annual financial statements that have not yet been issued or made available for issuance.” As adoption is either prospectively or retrospectively, the Company will adopt this ASU on a prospective basis. The Company is currently evaluating the impact of this ASU but does not expect any material impacts upon adoption.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expense. This update requires entities to disaggregate operating expenses into specific categories, such as salaries and wages, depreciation, and amortization, to provide enhanced transparency into the nature and function of expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, with early adoption permitted. ASU 2024-03 may be applied retrospectively or prospectively. The Company is currently evaluating the impact of ASU 2024-03 on its financial statement presentation and disclosures.

Equity Method Investment (Details) - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
Equity Method Investment (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Schedule of Equity Method Investments [Line Items]
Net Income (Loss)	$ (40,217)	$ (4,262)	$ (5,701)	$ (6,000)	$ (6,503)	$ (7,873)	$ (50,180)	$ (20,376)
Share of loss from investments accounted for using the equity method	$ (682)			$ (865)			$ (1,023)	$ (3,880)
Angel Pharmaceuticals
Schedule of Equity Method Investments [Line Items]
Ownership interest (as percent)	49.70%			49.70%			49.70%	49.70%
Equity reserved (as percent)							7.00%	7.00%
Income (loss) from equity method investment	$ 700						$ 1,000
Net Income (Loss)	(800)			$ (1,016)			(1,232)	$ (4,565)
Share of loss from investments accounted for using the equity method	$ (682)			$ (865)			$ (1,023)	$ (3,880)

- Definition

Amount of income (loss) for proportionate share of equity method investee's income (loss).

+ References + Details

- Definition

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

+ References

+ Details

Related Party Transactions (Tables)

9 Months Ended

Sep. 30, 2024

Related Party Transactions

Schedule of common stock sold to related parties


	Number of		Number of		Number of		Aggregate
		Shares of	Pre-Funded		Common		Purchase
	Common Stock		Warrants		Warrants		Price
OrbiMed Advisors LLC (1)		—		1,444,085		1,397,684	$	2,499,856
Puissance Capital Management (2)		866,451		—		838,610		1,500,000
Richard A. Miller, M.D. (3)		577,634		—		559,073		1,000,000
William B. Jones, Ph.D. (4)		20,001		—		19,358		34,624

(1)

Peter Thompson, M.D., a member of our Board of Directors since November 2014, is a Private Equity Partner at OrbiMed Advisors, LLC.

(2)

Ted Wang, Ph.D., a Co-Founder, General Manager and Director of Angel Pharmaceuticals, of which the Company holds a 49.7% ownership interest, is the founder of Puissance Capital Management.

(3)

Richard A. Miller, M.D. is the Company’s President, Chief Executive Officer and Chairman of the Board.

(4)

William B. Jones, Ph.D. is the Company’s Senior Vice President, Pharmaceutical Development.

Fair Value Measurements - Financial Liabilities (Details) - USD ($)	Sep. 30, 2024	May 06, 2024	Dec. 31, 2023
Class of Warrant or Right [Line Items]
Warrant liability	$ 39,964,000	$ 8,900,000
Financial liabilities			$ 0
Fair Value, Recurring
Class of Warrant or Right [Line Items]
Warrant liability	39,964,000
Fair Value, Recurring \| Level 3 Inputs
Class of Warrant or Right [Line Items]
Warrant liability	$ 39,964,000

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2024

Fair Value Measurements

Schedule of fair value of assets measured at fair value on a recurring basis, by level of fair value hierarchy


	September 30, 2024
	Fair Value Measured Using						Total
	(Level 1)		(Level 2)		(Level 3)		Balance
Assets
Cash equivalents	$	4,551	$	—	$	—	$	4,551
Marketable securities		33,170		3,801		—		36,971
	$	37,721	$	3,801	$	—	$	41,522


	December 31, 2023
	Fair Value Measured Using						Total
	(Level 1)		(Level 2)		(Level 3)		Balance
Assets
Cash equivalents	$	12,280	$	—	$	—	$	12,280
Marketable securities		10,356		4,173		—		14,529
	$	22,636	$	4,173	$	—	$	26,809

As of September 30, 2024, all marketable securities had a maximum remaining maturity of less than two years.

Schedule of fair value of available for sale marketable securities


	September 30, 2024
			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value
U.S. Treasury securities	$	33,025	$	145	$	—	$	33,170
U.S. Government agency securities		3,790		11		—		3,801
	$	36,815	$	156	$	—	$	36,971


	December 31, 2023
			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value
U.S. Treasury securities	$	10,348	$	8	$	—	$	10,356
U.S. Government agency securities		4,166		7		—		4,173
	$	14,514	$	15	$	—	$	14,529

Schedule of fair value of liabilities measured at fair value on a recurring basis, by level of fair value hierarchy


	September 30, 2024
	Fair Value Measured Using						Total
	(Level 1)		(Level 2)		(Level 3)		Balance
Warrant liability	$	—	$	—	$	39,964	$	39,964

The Company had no financial liabilities as of December 31, 2023.

Schedule of changes in warrant liabilities



	Warrants
Warrant liability balance as of December 31, 2023	$	—
Issuance of warrants		8,934
Change in fair value		31,030
Warrant liability balance as of September 30, 2024	$	39,964

Schedule of inputs and valuation technique to estimate the fair value of warrant liabilities


				May 6,
				2024
	September 30,			(Date of
	2024			Issuance)
Risk-free interest rate		4.0	%		5.1	%
Expected volatility		80.5	%		104.4	%
Expected term (in years)		0.75			1.15
Share price	$	5.28		$	1.91

- Definition

Tabular disclosure of the fair value measurement of assets using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (1) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings (or changes in net assets) and gains or losses recognized in other comprehensive income (loss), and a description of where those gains or losses included in earnings (or changes in net assets) are reported in the statement of income (or activities); (2) purchases, sales, issues, and settlements (each type disclosed separately); and (3) transfers in and transfers out of Level 3 (for example, transfers due to changes in the observability of significant inputs), by class of asset.

+ References + Details

Equity Method Investment

9 Months Ended

Sep. 30, 2024

Equity Method Investment

Equity Method Investment

5. Equity Method Investment

Angel Pharmaceuticals Co. Ltd. (“Angel”) is a corporate venture in the People’s Republic of China designed to develop, manufacture, and commercialize soquelitinib, ciforadenant and mupadolimab compounds for distribution within the countries of China, Taiwan, Macao, and Hong Kong based on intellectual property licenses to be contributed to Angel by the Company.

As of September 30, 2024 and December 31, 2023, the Company’s ownership interest in Angel was approximately 49.7%, excluding 7% of Angel’s equity reserved for issuance under the Angel Employee Stock Ownership Plan, and is accounted for as an equity method investment. The Company recognized its share of income/loss in Angel for the total amount of $0.7 million and $1.0 million as loss from equity method investment in the condensed consolidated statement of operations for the three and nine months ended September 30, 2024, respectively.

Summary Financial Information

Summary financial information for Angel Pharmaceuticals is as follows:


		As of		As of
Balance Sheet Data	September 30, 2024		December 31, 2023

	(in thousands)
Current assets	$	15,738	$	17,628
Non-current assets		1,342		1,427
Current liabilities		871		1,725
Non-current liabilities		625		648
Stockholders' equity		15,584		16,682


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
Statement of Operations Data	2024		2023		2024		2023

	(in thousands)
Revenue	$	—	$	—	$	—	$	—
Gross Profit		—		—		—		—
Net income (loss)		(800)		(1,016)		(1,232)		(4,565)
Share of loss from investments accounted for using the equity method		(682)		(865)		(1,023)		(3,880)

Common Stock (Tables)

9 Months Ended

Sep. 30, 2024

Common Stock

Schedule of shares of common stock reserved for issuance


	September 30,	December 31,
	2024	2023
Pre-funded warrants	4,144,085	—
Outstanding common warrants	17,089,436	—
Shares available for future option grants	4,882,693	3,617,943
Outstanding options	9,911,650	9,244,150
Shares reserved for employee stock purchase plan	400,000	400,000
Total	36,427,864	13,262,093

Balance Sheet Components - Property and Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Property and Equipment
Property and equipment, gross	$ 4,792	$ 4,933
Less: accumulated depreciation and amortization	(4,621)	(4,697)
Property and equipment, net	171	236
Laboratory Equipment
Property and Equipment
Property and equipment, gross	2,537	2,678
Computer equipment and purchased software
Property and Equipment
Property and equipment, gross	171	171
Leasehold Improvements
Property and Equipment
Property and equipment, gross	$ 2,084	$ 2,084

Related Party Transactions (Details)		1 Months Ended	3 Months Ended	9 Months Ended
Related Party Transactions (Details)	May 06, 2024 USD ($) $ / shares shares	Aug. 31, 2021 ft²	Jun. 30, 2024 shares	Sep. 30, 2024 USD ($) shares	Sep. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)
Related Party Transactions
Sublease income - related party \| $					$ 56,000
Public Offerings
Proceeds from sale of stock \| $				$ 16,405,000
Angel Pharmaceuticals \| Laboratory Office Space \| Burlingame, California
Related Party Transactions
Area Of Property Subleased \| ft²		7,585
Sublease income - related party \| $					100,000
ICON plc
Related Party Transactions
Clinical Trial Expense \| $				$ 273,000	$ 226,000
Common Stock
Public Offerings
Common shares issued in transaction			13,512,699
Pre-Funded Warrants \| Warrants
Public Offerings
Warrants issued to purchase common shares				4,144,085
Registered Direct Offering
Public Offerings
Proceeds from sale of stock \| $	$ 30,600,000
Registered Direct Offering \| Peter Thompson, M.D., Orbimed Advisors, LLC
Public Offerings
Aggregate Purchase Price \| $	2,499,856
Registered Direct Offering \| Ted Wang, Ph.D., Pruissance Capital Management
Public Offerings
Aggregate Purchase Price \| $	1,500,000
Registered Direct Offering \| Richard A. Miller, M.D., CEO
Public Offerings
Aggregate Purchase Price \| $	1,000,000
Registered Direct Offering \| William B. Jones, Ph.D., Senior Vice President
Public Offerings
Aggregate Purchase Price \| $	$ 34,624
Registered Direct Offering \| Common Stock
Public Offerings
Common shares issued in transaction	13,512,699
Registered Direct Offering \| Common Stock \| Ted Wang, Ph.D., Pruissance Capital Management
Public Offerings
Common shares issued in transaction	866,451
Registered Direct Offering \| Common Stock \| Richard A. Miller, M.D., CEO
Public Offerings
Common shares issued in transaction	577,634
Registered Direct Offering \| Common Stock \| William B. Jones, Ph.D., Senior Vice President
Public Offerings
Common shares issued in transaction	20,001
Registered Direct Offering \| Warrants
Public Offerings
Share offering price \| $ / shares	$ 1.7312
Warrants issued to purchase common shares	13,078,509
Registered Direct Offering \| Common Warrants \| Common Stock
Public Offerings
Exercise price of warrants \| $ / shares	$ 3.50
Registered Direct Offering \| Common Warrants \| Warrants
Public Offerings
Share offering price \| $ / shares	$ 1.7311
Warrants issued to purchase common shares	4,010,927
Exercise price of warrants \| $ / shares	$ 3.50
Registered Direct Offering \| Common Warrants \| Warrants \| Peter Thompson, M.D., Orbimed Advisors, LLC
Public Offerings
Warrants issued to purchase common shares	1,397,684
Registered Direct Offering \| Common Warrants \| Warrants \| Ted Wang, Ph.D., Pruissance Capital Management
Public Offerings
Warrants issued to purchase common shares	838,610
Registered Direct Offering \| Common Warrants \| Warrants \| Richard A. Miller, M.D., CEO
Public Offerings
Warrants issued to purchase common shares	559,073
Registered Direct Offering \| Common Warrants \| Warrants \| William B. Jones, Ph.D., Senior Vice President
Public Offerings
Warrants issued to purchase common shares	19,358
Registered Direct Offering \| Pre-Funded Warrants \| Warrants
Public Offerings
Share offering price \| $ / shares	$ 1.7311
Warrants issued to purchase common shares	4,144,085
Exercise price of pre-funded warrants in lieu of common share warrants \| $ / shares	$ 3.4999
Exercise price of warrants \| $ / shares	$ 0.0001
Registered Direct Offering \| Pre-Funded Warrants \| Warrants \| Peter Thompson, M.D., Orbimed Advisors, LLC
Public Offerings
Warrants issued to purchase common shares	1,444,085
Angel Pharmaceuticals
Related Party Transactions
Ownership interest (as percent)				49.70%	49.70%
Angel Pharmaceuticals \| Ted Wang, Ph.D., Pruissance Capital Management
Related Party Transactions
Ownership interest (as percent)				49.70%
Angel Pharmaceuticals \| Angel Pharmaceuticals
Related Party Transactions
Ownership interest (as percent)				49.70%
Third-party costs \| $				$ 44,000	$ 59,000
Accounts receivable \| $				70,000		$ 26,000
Related party research service costs \| $				$ 0	$ 200,000

Related Party Transactions

9 Months Ended

Sep. 30, 2024

Related Party Transactions

Related Party Transactions

15. Related Party Transactions

On May 6, 2024, the Company closed a registered direct offering which resulted in gross proceeds of approximately $30.6 million. The financing consisted of the sale of 13,512,699 shares of common stock and accompanying common stock warrants to purchase 13,078,509 shares of common stock (or pre-funded warrants in lieu thereof) at a combined offering price of $1.7312 per share, and the sale of pre-funded warrants to purchase 4,144,085 shares of common stock and accompanying common warrants to purchase 4,010,927 shares of common stock (or pre-funded warrants in lieu thereof) at a combined offering price of $1.7311 per share. The common warrants have an exercise price of $3.50 per share of common stock (or $3.4999 per pre-funded warrant in lieu thereof), are exercisable at any time after the date of issuance, subject to certain ownership limitations, and expire on June 30, 2025. The pre-funded warrants have an exercise price of $0.0001 and are exercisable anytime after the date of the issuance, subject to certain ownership limitations.

As part of the registered direct offering, the following number of shares of common stock, pre-funded warrants and common warrants were sold to related parties:


	Number of		Number of		Number of		Aggregate
		Shares of	Pre-Funded		Common		Purchase
	Common Stock		Warrants		Warrants		Price
OrbiMed Advisors LLC (1)		—		1,444,085		1,397,684	$	2,499,856
Puissance Capital Management (2)		866,451		—		838,610		1,500,000
Richard A. Miller, M.D. (3)		577,634		—		559,073		1,000,000
William B. Jones, Ph.D. (4)		20,001		—		19,358		34,624

(1)

Peter Thompson, M.D., a member of our Board of Directors since November 2014, is a Private Equity Partner at OrbiMed Advisors, LLC.

(2)

Ted Wang, Ph.D., a Co-Founder, General Manager and Director of Angel Pharmaceuticals, of which the Company holds a 49.7% ownership interest, is the founder of Puissance Capital Management.

(3)

Richard A. Miller, M.D. is the Company’s President, Chief Executive Officer and Chairman of the Board.

(4)

William B. Jones, Ph.D. is the Company’s Senior Vice President, Pharmaceutical Development.

The Company holds a 49.7% ownership in Angel Pharmaceuticals Co. Ltd., a corporate venture in the People’s Republic of China, and, in connection with intellectual property licensing agreements between the Company and Angel Pharmaceuticals, the Company provides operational support and clinical drug supplies to Angel Pharmaceuticals. Third-party and internal personnel costs incurred by the Company are billed to Angel Pharmaceuticals in the period incurred and recorded as an offset to expenses. During the nine months ended September 30, 2024 and 2023, the Company billed Angel for approximately $44,000 and $59,000, respectively, in third-party party costs. As of September 30, 2024 and December 31, 2023, the Company had approximately $70,000 and $26,000, respectively, in accounts receivable – related party due from Angel Pharmaceuticals.

In addition to the provision of clinical supplies to Angel Pharmaceuticals, Angel Pharmaceuticals may provide clinical supplies or research services to the Company on an as needed basis. These costs are recorded as research and development expense. During the nine months ended September 30, 2023, Angel Pharmaceuticals billed the Company for approximately $0.2 million in research services and there were no transactions during the nine months ended September 30, 2024.

In August 2021, the Company entered into an agreement to sublease 7,585 square feet of its office and laboratory space in Burlingame, California to Angel Pharmaceuticals. Pursuant to the sublease, rent was due monthly and was subject to scheduled annual increases and Angel Pharmaceuticals was responsible for certain operating expenses and taxes throughout the life of the sublease. The sublease expired in January 2023. Sublease income was recognized on a straight-line basis as other income in our condensed consolidated statements of operations. During the nine months ended September 30, 2023, the Company recognized approximately $0.1 million of sublease income.

In July 2021, Linda S. Grais, M.D., J.D., a member of the Company’s Board of Directors, was appointed as a non-executive member of the Board of Directors of ICON plc (“ICON”), effective upon completion of ICON’s acquisition of PRA Health Sciences, Inc. ICON is a clinical research organization and provides services to support the Company’s clinical trials. During the nine months ended September 30, 2024 and 2023, the Company recorded approximately $273,000 and $226,000, respectively, in clinical trial expenses under its agreements with ICON.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

+ Details

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023
CONDENSED CONSOLIDATED BALANCE SHEETS
Preferred stock, par value (in dollars per share)	$ 0.0001		$ 0.0001
Preferred stock, shares authorized	10,000,000		10,000,000
Preferred stock, shares issued	0		0
Preferred stock, shares outstanding	0
Common stock, par value (in dollars per share)	$ 0.0001		$ 0.0001
Common stock, shares authorized	290,000,000		290,000,000
Common stock, shares issued	62,580,031	49,038,582
Common stock, shares outstanding	62,580,031	49,038,582

Common Stock (Details) $ in Thousands		9 Months Ended
Common Stock (Details) $ in Thousands	Aug. 06, 2024 USD ($)	Sep. 30, 2024 USD ($) Vote shares	Dec. 31, 2023 shares	Sep. 30, 2023 shares
Common Stock
Common stock, shares authorized for issuance		290,000,000		290,000,000
Preferred stock, shares authorized for issuance		10,000,000		10,000,000
Number of votes per share of common stock \| Vote		1
Dividends on common stock \| $		$ 0
Proceeds from sale of stock \| $		$ 16,405
Shares of common stock reserved for issuance, on an as-converted basis
Pre-funded warrants		4,144,085
Outstanding common warrants		17,089,436
Shares available for future option grants		4,882,693	3,617,943
Outstanding options		9,911,650	9,244,150
Shares reserved for employee stock purchase plan		400,000	400,000
Total		36,427,864	13,262,093
At-the-market offering \| Jefferies LLC \| 2024 Sales Agreement
Common Stock
Potential gross proceeds \| $	$ 100,000
Common shares available for future sale \| $		$ 100,000
At-the-market offering \| Jefferies LLC \| 2024 Sales Agreement \| Maximum
Common Stock
Stock issuance costs, as a percent of gross proceeds	3.00%

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Operating expenses:
Research and development	$ 5,222	$ 3,965	$ 13,411	$ 12,527
General and administrative	2,033	1,595	6,032	5,229
Total operating expenses	7,255	5,560	19,443	17,756
Loss from operations	(7,255)	(5,560)	(19,443)	(17,756)
Interest income and other expense, net	566	425	1,316	1,204
Change in fair value of warrant liability	(32,846)		(31,030)
Sublease income - related party				56
Loss before equity method investment	(39,535)	(5,135)	(49,157)	(16,496)
Loss from equity method investment	(682)	(865)	(1,023)	(3,880)
Net loss	$ (40,217)	$ (6,000)	$ (50,180)	$ (20,376)
Net loss per share, basic	$ (0.60)	$ (0.12)	$ (0.86)	$ (0.43)
Net loss per share, diluted	$ (0.60)	$ (0.12)	$ (0.86)	$ (0.43)
Shares used to compute net loss per share, basic	66,701,086	48,971,246	58,513,303	47,683,792
Shares used to compute net loss per share, diluted	66,701,086	48,971,246	58,513,303	47,683,792
Other comprehensive loss:
Unrealized gain (loss) on marketable securities	$ 152	$ 5	$ 142	$ 45
Cumulative foreign currency translation adjustment	465	(80)	87	(925)
Comprehensive loss	$ (39,600)	$ (6,075)	$ (49,951)	$ (21,256)

Balance Sheet Components - Prepaid and Other Current Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Prepaid and Other Current Assets
Interest receivable	$ 151	$ 37
Prepaid research and development manufacturing expenses	28	149
Prepaid facility expenses	196	196
Prepaid insurance	192	179
Other	633	220
Total of prepaid and other current assets	$ 1,200	$ 781

Stock Option Plans (Tables)

9 Months Ended

Sep. 30, 2024

Stock Option Plans

Schedule of stock option activity


		Options Outstanding
			Weighted ‑
	Shares		Average
	Available	Number of	Exercise
	for Grant	Options	Price
Balance at December 31, 2023	3,617,943	9,244,150	$	4.17
Additional shares authorized	1,961,000	—		—
Options granted	(775,000)	775,000		2.86
Options exercised	—	(28,750)		1.75
Options forfeited	78,750	(78,750)		1.84
Balance at September 30, 2024	4,882,693	9,911,650	$	4.09

Summary of Significant Accounting Policies (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2024 USD ($) item segment	Dec. 31, 2023 USD ($)
Summary of Significant Accounting Policies
Accumulated deficit	$ (384,897)	$ (334,717)
Cash, cash equivalents and marketable securities	41,700
Accumulated other comprehensive income	$ (738)	$ (967)
Concentrations of Credit Risk and Other Risks and Uncertainties
Number of financial institutions used for cash and cash equivalent deposits \| item	2
Segment Reporting [Abstract]
Number of operating segments \| segment	1

- Definition

Amount, after tax, of accumulated increase (decrease) in equity from transaction and other event and circumstance from nonowner source.

+ References + Details

- Definition

Amount of accumulated undistributed earnings (deficit).

+ References + Details

Warrants (Details) - USD ($)		3 Months Ended		9 Months Ended
Warrants (Details) - USD ($)	May 06, 2024	Sep. 30, 2024	Jun. 30, 2024	Sep. 30, 2024
Class of Warrant or Right [Line Items]
Adjustment to Additional Paid-in Capital upon issuance of warrants	$ 5,000,000.0		$ 5,031,000
Change in fair value of warrant liability		$ (32,800,000)		$ (31,030,000)
Gain from change in fair value of warrant liability		2,600,000
Warrant liability	$ 8,900,000	39,964,000		39,964,000
Common Stock
Class of Warrant or Right [Line Items]
Common shares issued in transaction			13,512,699
Registered Direct Offering \| Common Stock
Class of Warrant or Right [Line Items]
Common shares issued in transaction	13,512,699
Registered Direct Offering \| Warrants
Class of Warrant or Right [Line Items]
Warrants issued to purchase common shares	13,078,509
Offering price per share	$ 1.7312
Common Warrants \| Warrants
Class of Warrant or Right [Line Items]
Warrants exercised		$ 0		$ 0
Common Warrants \| Registered Direct Offering \| Common Stock
Class of Warrant or Right [Line Items]
Exercise price of warrants	$ 3.50
Common Warrants \| Registered Direct Offering \| Warrants
Class of Warrant or Right [Line Items]
Warrants issued to purchase common shares	4,010,927
Offering price per share	$ 1.7311
Exercise price of warrants	$ 3.50
Pre-Funded Warrants \| Warrants
Class of Warrant or Right [Line Items]
Warrants issued to purchase common shares		4,144,085		4,144,085
Warrants exercised		$ 0		$ 0
Pre-Funded Warrants \| Registered Direct Offering \| Warrants
Class of Warrant or Right [Line Items]
Warrants issued to purchase common shares	4,144,085
Offering price per share	$ 1.7311
Exercise price of warrants	0.0001
Exercise price of pre-funded warrants in lieu of common share warrants	$ 3.4999

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2024	Nov. 12, 2024
Document And Entity Information
Document Quarterly Report	true
Document Transition Report	false
Document Type	10-Q
Document Period End Date	Sep. 30, 2024
Entity Registrant Name	Corvus Pharmaceuticals, Inc.
Entity Tax Identification Number	46-4670809
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Securities Act File Number	001-37719
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	863 Mitten Road
Entity Address, Address Line Two	Suite 102
Entity Address, City or Town	Burlingame
Entity Address, Postal Zip Code	94010
Entity Address, State or Province	CA
City Area Code	650
Local Phone Number	900-4520
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Title of 12(b) Security	Common Stock, Par Value $0.0001 per share
Security Exchange Name	NASDAQ
Trading Symbol	CRVS
Entity Common Stock, Shares Outstanding		64,257,251
Entity Central Index Key	0001626971
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Amendment Flag	false

Facility Lease

9 Months Ended

Sep. 30, 2024

Facility Lease

Facility lease

13. Facility Lease

In January 2015, the Company signed an initial operating lease, effective February 1, 2015 for 8,138 square feet of office and laboratory space with a one year term. Between January 2015 and September 2021, the Company entered into a series of lease amendments to increase the amount of leased space to 27,280 square feet and extend the expiration of the lease to January 2025. The lease agreement includes annual rent escalations. Under the lease and subsequent amendments, the landlord provided approximately $1.9 million in free rent and lease incentives. The Company records rent expense on a straight-line basis over the effective term of the lease, including any free rent periods and incentives. As the interest rate implicit in lease arrangements is typically not readily available, in calculating the present value of the lease payments, the Company has utilized its incremental borrowing rate, which was determined based on the prevailing market rates for collateralized debt with maturity dates commensurate with the term of its lease. The Company’s facility lease is a net lease, as the non-lease components (i.e. common area maintenance) are paid separately from rent based on actual costs incurred. Therefore, the non-lease components were not included in the right-of-use asset and liability and are reflected as an expense in the period incurred.

As of September 30, 2024 and December 31, 2023, the right-of-use asset under operating lease was $0.3 million and $1.1 million, respectively. The elements of lease expense for the three and nine months ended September 30, 2024 and 2023 were as follows (in thousands):


		Three Months Ended				Nine Months Ended
	Statements of operations and	September 30,				September 30,
	comprehensive loss location	2024		2023		2024		2023
Costs of operating lease
Operating lease costs	Research and development, General and administrative	$	306	$	306	$	921	$	918
Costs of non-lease components (previously common area maintenance)	Research and development, General and administrative		114		112		356		308
Total operating lease cost		$	420	$	418	$	1,277	$	1,226
Other Information
Operating cash flows used for operating lease		$	473	$	459	$	1,419	$	1,378
Remaining lease term			0.3 years		1.3 years		0.3 years		1.3 years
Discount rate			8.0%		8.0%		8.0%		8.0%

As of September 30, 2024, minimum rental commitments under this lease were as follows (in thousands):


Year Ended December 31 (in thousands)
2024*	$	358
Total lease payments		358
Less: imputed interest		(4)
Total	$	354

* Remainder of the year

As of December 31, 2023, minimum rental commitments under this lease were as follows (in thousands):


Year Ended December 31 (in thousands)
2024	$	1,434
Total lease payments		1,434
Less: imputed interest		(60)
Total	$	1,374

On October 22, 2024, the Company entered into a sub-sublease agreement (the “Lease”) with NewLimit, Inc. (the “Sublandlord”), pursuant to which the Company will lease approximately 20,916 square feet of office space located at 901 Gateway Boulevard, South San Francisco, California 94080 (the “Premises”). The Lease has a term of three years commencing on February 1, 2025 (the “Commencement Date”) with an option to extend the term of the Lease for an additional two years.

The Company’s obligation for the payment of base rent (“Monthly Base Rent”) for the Premises begins on the Commencement Date and will initially be $33,833.33 per month, up to Monthly Base Rent of $47,200.00 during the third year of the Lease. In addition to base rent, the Company is obligated under the Lease to pay its proportionate share of taxes, insurance and operating expenses. Within five business days of the later of the full execution and delivery of the Lease and the Company’s receipt of a copy of the fully executed Consent, the Company will pay Sublandlord $231,234.99 in prepaid rent, which shall be applied to the Monthly Base Rent and the Company’s proportionate share of additional expenses for the first three months of the term of the Lease.

Common Stock

9 Months Ended

Sep. 30, 2024

Common Stock

Common Stock

9. Common Stock

As of September 30, 2024, the amended and restated certificate of incorporation authorizes the Company to issue 290 million shares of common stock and 10 million shares of preferred stock.

Each share of common stock is entitled to one vote. Common stockholders are entitled to dividends if and when declared by the board of directors. As of September 30, 2024, no dividends on common stock had been declared.

On August 6, 2024, the Company entered into an open market sale agreement (the “2024 Sales Agreement”) with Jefferies LLC (“Jefferies”) to sell shares of the Company’s common stock, from time-to-time, with aggregate gross sales proceeds of up to $100.0 million, through an at-the-market equity offering program under which Jefferies will act as its sales agent. The issuance and sale of shares of common stock by the Company pursuant to the 2024 Sales Agreement are deemed an “at-the-market” offering under the Securities Act of 1933, as amended. Jefferies is entitled to compensation for its services up to 3.0% of the gross proceeds of any shares of common stock sold through Jefferies under the 2024 Sales Agreement.

During the nine months ended September 30, 2024, the Company did not sell any shares of common stock under its at-the-market offering program. As of September 30, 2024, $100.0 million remained available for sale under the 2024 Sales Agreement.

The Company has reserved shares of common stock for issuance as follows:


	September 30,	December 31,
	2024	2023
Pre-funded warrants	4,144,085	—
Outstanding common warrants	17,089,436	—
Shares available for future option grants	4,882,693	3,617,943
Outstanding options	9,911,650	9,244,150
Shares reserved for employee stock purchase plan	400,000	400,000
Total	36,427,864	13,262,093

- Definition

The entire disclosure for equity.

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+ Details

Subsequent Events

9 Months Ended

Sep. 30, 2024

Subsequent Events

Subsequent Events

16. Subsequent Event

On October 29, 2024, the Company received approximately $5.9 million in cash from the early exercise of 1,677,220 common stock warrants.

Facility Lease - Lease cost (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Operating lease cost
Total operating lease cost	$ 420	$ 418	$ 1,277	$ 1,226
Other Information
Operating cash flows used for operating lease	$ 473	$ 459	$ 1,419	$ 1,378
Remaining lease term	3 months 18 days	1 year 3 months 18 days	3 months 18 days	1 year 3 months 18 days
Discount rate	8.00%	8.00%	8.00%	8.00%
Research and Development
Operating lease cost
Operating lease costs	$ 306	$ 306	$ 921	$ 918
Costs of non-lease components (previously common area maintenance)	$ 114	$ 112	$ 356	$ 308

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) $ in Thousands	9 Months Ended
	Sep. 30, 2024 USD ($)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Aggregate gross proceeds from related parties in connection with issuance of common stock	$ 1,794
Aggregate gross proceeds from related parties in connection with issuance of pre-funded warrants	1,769
Aggregate gross proceeds from related parties in connection with issuance of common warrants	$ 1,472

Balance Sheet Components - Accrued and Other Liabilities (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Accrued and Other Liabilities
Accrued clinical trial expense	$ 2,338,000		$ 2,338,000		$ 2,302,000
Accrued manufacturing expense	564,000		564,000		675,000
Personnel related	610,000		610,000		684,000
Accrued legal and accounting	301,000		301,000		64,000
Other	402,000		402,000		245,000
Total of accrued and other liabilities	4,215,000		4,215,000		$ 3,970,000
Depreciation expense	$ 20,000	$ 30,000	$ 65,000	$ 123,000

Facility Lease - Minimum rental commitments (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Minimum rental commitments 2023
2024*	$ 358
2024		$ 1,434
Total lease payments	358	1,434
Less: imputed interest	(4)	(60)
Total	$ 354	$ 1,374

Equity Method Investment - Summary Financial Information (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022
Schedule of Equity Method Investments [Line Items]
Current assets	$ 42,921			$ 27,956
Current liabilities	46,406			6,869
Stockholders' equity	12,409	$ 51,226	$ 33,364	38,684	$ 44,289	$ 49,483	$ 48,867	$ 56,115
Angel Pharmaceuticals
Schedule of Equity Method Investments [Line Items]
Current assets	15,738			17,628
Non-current assets	1,342			1,427
Current liabilities	871			1,725
Non-current liabilities	625			648
Stockholders' equity	$ 15,584			$ 16,682

- Definition

Amount of asset recognized for present right to economic benefit, classified as current.

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Total obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer.

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+ Details

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Amount of obligation due after one year or beyond the normal operating cycle, if longer.

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+ Details

- Definition

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

+ References

+ Details

Organization - Public Offerings (Details) - USD ($) $ / shares in Units, $ in Thousands					1 Months Ended		3 Months Ended						9 Months Ended
	Oct. 29, 2024	May 06, 2024	Apr. 26, 2016	Mar. 29, 2016	Feb. 28, 2021	Mar. 31, 2018	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Public Offerings
Proceeds from sale of stock													$ 16,405
Net cash used in operating activities													16,959	$ 18,768
Net loss							$ 40,217	$ 4,262	$ 5,701	$ 6,000	$ 6,503	$ 7,873	50,180	$ 20,376
Accumulated deficit							384,897						384,897		$ 334,717
Cash, cash equivalents and short-term marketable securities							$ 41,700						$ 41,700
Common stock, par value (in dollars per share)							$ 0.0001			$ 0.0001			$ 0.0001	$ 0.0001
Common Stock
Public Offerings
Common shares issued in transaction								13,512,699
Warrants \| Subsequent Events
Public Offerings
Exercise price of warrants	$ 3.50
Common Warrants \| Subsequent Events
Public Offerings
Proceeds from exercise of common warrants	$ 5,900
Number of common stock warrants exercised	1,677,220
Pre-Funded Warrants \| Warrants
Public Offerings
Warrants issued to purchase common shares							4,144,085						4,144,085
Initial Public Offering
Public Offerings
Net proceeds from IPO			$ 70,600
Common shares issued in transaction				4,700,000
Offering price per share				$ 15.00
Over-allotment Option
Public Offerings
Common shares issued in transaction			502,618		1,212,231	1,058,823
Offering price per share			$ 15.00
Follow-on Public Offering
Public Offerings
Proceeds from sale of stock					$ 32,000	$ 64,900
Common shares issued in transaction					9,783,660	8,117,647
Offering price per share					$ 3.50	$ 8.50
Registered Direct Offering
Public Offerings
Proceeds from sale of stock		$ 30,600
Registered Direct Offering \| Common Stock
Public Offerings
Common shares issued in transaction		13,512,699
Registered Direct Offering \| Warrants
Public Offerings
Warrants issued to purchase common shares		13,078,509
Offering price per share		$ 1.7312
Registered Direct Offering \| Common Warrants \| Common Stock
Public Offerings
Exercise price of warrants		$ 3.50
Registered Direct Offering \| Common Warrants \| Warrants
Public Offerings
Warrants issued to purchase common shares		4,010,927
Offering price per share		$ 1.7311
Exercise price of warrants		$ 3.50
Registered Direct Offering \| Pre-Funded Warrants \| Warrants
Public Offerings
Warrants issued to purchase common shares		4,144,085
Offering price per share		$ 1.7311
Exercise price of pre-funded warrants in lieu of common share warrants		3.4999
Exercise price of warrants		$ 0.0001

Stock-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2024

Stock-Based Compensation

Schedule of expenses relating to employee and non-employee stock-based awards


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
Research and development	$	246	$	179	$	695	$	555
General and administrative		487		367		1,495		1,020
Total	$	733	$	546	$	2,190	$	1,575

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 4,680	$ 12,620
Marketable securities	36,971	14,529
Accounts receivable - related party	70	26
Prepaid and other current assets	1,200	781
Total current assets	42,921	27,956
Property and equipment, net	171	236
Operating lease right-of-use asset	284	1,149
Investment in Angel Pharmaceuticals	15,187	16,123
Other assets	252	89
Total assets	58,815	45,553
Current liabilities:
Accounts payable	1,873	1,525
Operating lease liability	354	1,374
Accrued and other liabilities	4,215	3,970
Warrant liability	39,964
Total current liabilities	46,406	6,869
Total liabilities	46,406	6,869
Stockholders' equity:
Common stock: $0.0001 par value; 290,000,000 shares authorized at September 30, 2024 and December 31, 2023; 62,580,031 and 49,038,582 shares issued and outstanding at September 30, 2024 and December 31, 2023	6	5
Additional paid-in capital	398,038	374,363
Accumulated other comprehensive loss	(738)	(967)
Accumulated deficit	(384,897)	(334,717)
Total stockholders' equity	12,409	38,684
Total liabilities and stockholders' equity	$ 58,815	$ 45,553

Fair Value Measurements - Warrant Liability (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2024	May 06, 2024	Sep. 30, 2023
Class of Warrant or Right [Line Items]
Issuance of warrants	$ 8,934	$ 8,934
Change in fair value	32,800	31,030
Warrant liability balance as of June 30, 2024	$ 39,964	$ 39,964
Fair value measurement input, share price	$ 0.0001	$ 0.0001		$ 0.0001
Warrants \| Risk-free Interest Rate
Class of Warrant or Right [Line Items]
Fair value measurement input, warrants	4.00%	4.00%	5.10%
Warrants \| Expected Volatility
Class of Warrant or Right [Line Items]
Fair value measurement input, warrants	80.50%	80.50%	104.40%
Warrants \| Expected Term (in years)
Class of Warrant or Right [Line Items]
Fair value measurement input, warrant term	9 months	9 months	1 year 1 month 24 days
Warrants \| Share Price
Class of Warrant or Right [Line Items]
Fair value measurement input, share price	$ 5.28	$ 5.28	$ 1.91

Net Loss per Share - Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Numerator:
Net loss - basic and diluted	$ (40,217)	$ (4,262)	$ (5,701)	$ (6,000)	$ (6,503)	$ (7,873)	$ (50,180)	$ (20,376)
Denominator:
Weighted average shares used to compute net loss per share, basic	66,701,086			48,971,246			58,513,303	47,683,792
Weighted average shares used to compute net loss per share, diluted	66,701,086			48,971,246			58,513,303	47,683,792
Net loss per share, basic	$ (0.60)			$ (0.12)			$ (0.86)	$ (0.43)
Net loss per share, diluted	$ (0.60)			$ (0.12)			$ (0.86)	$ (0.43)
Pre-Funded Warrants \| Warrants
Denominator:
Warrants included in weighted average common shares outstanding	4,144,085						4,144,085

License and Collaboration Agreements (Details) - USD ($)	9 Months Ended
	Sep. 30, 2024	Apr. 30, 2017	Feb. 28, 2017	Dec. 31, 2015	Nov. 05, 2015
Monash License
License and Collaboration Agreements
Period of written notice to terminate	30 days
Licensing Agreement \| Scripps Research Institute
License and Collaboration Agreements
Minimum annual fee				$ 25,000
Aggregate potential milestone payments	$ 2,600,000
Period of written notice to terminate	90 days
Licensing Agreement \| Scripps Research Institute \| Research and Development
License and Collaboration Agreements
One-time cash payment				$ 10,000
Licensing Agreement \| Vernalis (R&D) Limited
License and Collaboration Agreements
Milestone payments made	$ 0		$ 3,000,000.0
Period of written notice to terminate	90 days
Licensing Agreement \| Vernalis (R&D) Limited \| Maximum
License and Collaboration Agreements
Aggregate potential milestone payments	$ 220,000,000
Licensing Agreement \| Vernalis (R&D) Limited \| Research and Development
License and Collaboration Agreements
One-time cash payment					$ 1,000,000.0
Licensing Agreement \| Monash License
License and Collaboration Agreements
Minimum annual fee		$ 25,000
Milestone payments made	0
Licensing Agreement \| Monash License \| Maximum
License and Collaboration Agreements
Aggregate potential milestone payments	$ 45,100,000
Licensing Agreement \| Monash License \| Research and Development
License and Collaboration Agreements
One-time cash payment		$ 275,000

License and Collaboration Agreements

9 Months Ended

Sep. 30, 2024

License and Collaboration Agreements

License and Collaboration Agreements

6. License and Collaboration Agreements

Scripps Licensing Agreement

In December 2014, the Company entered into a license agreement with The Scripps Research Institute (“Scripps”), pursuant to which it was granted a non-exclusive, world-wide license for all fields of use under Scripps’ rights in certain know-how and technology related to a mouse hybridoma clone expressing an anti-human CD73 antibody, and to progeny, mutants or unmodified derivatives of such hybridoma and any antibodies expressed by such hybridoma, from which we developed mupadolimab. Scripps also granted the Company the right to grant sublicenses in conjunction with other proprietary rights the Company holds, or to others collaborating with or performing services for the Company. Under this license agreement, Scripps has agreed not to grant any additional commercial licenses with respect to such materials, other than march-in rights granted to the U.S. government.

Upon execution of the agreement, the Company made a one-time cash payment to Scripps of $10,000 and is also obligated to pay a minimum annual fee to Scripps of $25,000. The first minimum annual fee payment is due on each anniversary of the effective date of the agreement and will be due on each subsequent anniversary of the effective date for the term of the agreement. The Company is also required to make performance-based cash payments upon successful completion of clinical and sales milestones. The aggregate potential milestone payments are $2.6 million. The Company is also required to pay royalties on net sales of licensed products (including mupadolimab) sold by it, its affiliates and its sublicensees at a rate in the low-single digits. In addition, should the Company sublicense the rights licensed under the agreement, it has agreed to pay a percentage of sublicense revenue received at specified rates that start at double digit percentages and decrease to single digit percentages based on the elapsed time from the effective date of the agreement and the time of entry into such sublicense. To date, no milestone payments have been made.

The Company’s license agreement with Scripps will terminate upon expiration of its obligation to pay royalties to Scripps under the license agreement. The Company’s license agreement with Scripps is terminable by the consent of the parties, at will by the Company upon providing 90 days written notice to Scripps, or by Scripps for certain material breaches, or if the Company undergoes a bankruptcy event. In addition, Scripps may terminate the license on a product-by-product basis, or the entire agreement, if the Company fails to meet specified diligence obligations related to the development and commercialization of licensed products. Scripps may also terminate the agreement after the third anniversary of the effective date of the agreement if it reasonably believes, based on reports the Company provides to Scripps, that the Company has not used commercially reasonable efforts as required under the agreement, subject to a specified notice and cure period.

Vernalis Licensing Agreement

In February 2015, the Company entered into a license agreement with Vernalis (R&D) Limited (“Vernalis”), which was subsequently amended as of November 5, 2015, and, pursuant to which the Company was granted an exclusive, worldwide license under certain patent rights and know-how, including a limited right to grant sublicenses, for all fields of use to develop, manufacture and commercialize products containing certain adenosine receptor antagonists, including ciforadenant. Pursuant to this agreement, the Company made a one-time cash payment to Vernalis in the amount of $1.0 million, which was recorded as research and development expense as technological feasibility of the asset had not been established and there was no alternative future use. The Company is also required to make cash

milestone payments to Vernalis upon the successful completion of clinical and regulatory milestones for licensed products depending on the indications for which such licensed products are developed and upon achievement of certain sales milestones. In February 2017, the Company made a milestone payment of $3.0 million to Vernalis following the expansion of a cohort of patients with renal cell cancer treated with single agent ciforadenant in the Company’s Phase 1/1b clinical trial. During the nine months ended September 30, 2024, no clinical or regulatory milestones were completed or paid to Vernalis and the aggregate potential milestone payments were approximately $220 million for all indications as of September 30, 2024. The Company has also agreed to pay Vernalis tiered incremental royalties based on the annual net sales of licensed products containing ciforadenant on a product by product and country by country basis, subject to certain offsets and reductions. The tiered royalty rates for products containing ciforadenant range from the mid single digits up to the low double digits on a country by country net sales basis. The royalties on other licensed products that do not include ciforadenant also increase with the amount of net sales on a product-by-product and country by country basis and range from the low single digits up to the mid single digits on a country by country net sales basis. The Company is also obligated to pay to Vernalis certain sales milestones as indicated above when worldwide net sales reach specified levels over an agreed upon time period.

The Company has also agreed to pay Vernalis tiered incremental royalties based on the annual net sales of licensed products containing ciforadenant on a product-by-product and country-by-country basis, subject to certain offsets and reductions. The tiered royalty rates for products containing ciforadenant range from the mid-single digits up to the low-double digits on a country-by-country net sales basis. The royalties on other licensed products that do not include ciforadenant also increase with the amount of net sales on a product-by-product and country-by-country basis and range from the low-single digits up to the mid-single digits on a country-by-country net sales basis. The Company is also obligated to pay to Vernalis certain sales milestones as indicated above when worldwide net sales reach specified levels over an agreed upon time period.

The agreement will expire on a product-by-product and country-by-country basis upon the expiration of the Company’s payment obligations to Vernalis in respect of a particular product and country. Both parties have the right to terminate the agreement for an uncured material breach by the other party. The Company may also terminate the agreement at its convenience by providing 90 days written notice, provided that the Company has not received notice of its own default under the agreement at the time the Company exercises such termination right. Vernalis may also terminate the agreement if the Company challenges a licensed patent or undergoes a bankruptcy event.

Monash License Agreement

In April 2017, the Company entered into a license agreement with Monash University (Monash), pursuant to which the Company was granted an exclusive, sublicensable worldwide license under certain know-how, patent rights and other intellectual property rights controlled by Monash to research, develop, and commercialize certain antibodies directed to CXCR2 for the treatment of human diseases.

Upon execution of the agreement, the Company made a one time cash payment to Monash of $275,000 and reimbursed Monash for certain patent prosecution costs incurred prior to execution of the agreement. The Company recorded these payments as research and development expenses for the year ended December 31, 2017. The Company is also obligated to pay an annual license maintenance fee to Monash of $25,000 until a certain development milestone is met with respect to the licensed product, after which no further maintenance fee will be due. The Company is also required to make development and sales milestone payments to Monash with respect to the licensed products. During the nine months ended September 30, 2024 and 2023, no development or sales milestones were completed or paid to Monash and the aggregate potential milestones were $45.1 million as of September 30, 2024. The Company is also required to pay to Monash tiered royalties on net sales of licensed products sold by it, its affiliates and its sublicensees at a rate ranging in the low single digits. In addition, should the Company sublicense its rights under the agreement, the Company has agreed to pay a percentage of sublicense revenue received at specified rates that are currently at low double digit percentages and decrease to single digit percentages based on the achievement of development milestones.

The term of the Company’s agreement with Monash continues until the expiration of its obligation to pay royalties to Monash thereunder. The license agreement is terminable at will by the Company upon providing 30 days written notice to Monash, or by either party for material breaches by the other party. In addition, Monash may terminate

the entire agreement or convert the license to a non-exclusive license if the Company has materially breached its obligation to use commercially reasonable efforts to develop and commercialize a licensed product, subject to a specified notice and cure mechanism.

Stock Option Plans - Stock Option Activity (Details) - $ / shares	1 Months Ended		9 Months Ended
	Mar. 31, 2016	Feb. 28, 2014	Sep. 30, 2024
Stock Option Plans
Shares available for future option grants			4,882,693
Shares Available for Grant
Shares Available for Grant, Opening Balance			3,617,943
Shares Available for Grant, Ending Balance			4,882,693
Number of Options
Outstanding Options, Opening Balance			9,244,150
Outstanding Options, Ending Balance			9,911,650
2014 Plan
Stock Option Plans
Vesting period		4 years
Maximum exercise term		10 years
Exercise price of common stock of its fair value (as a percent)		100.00%
Shares available for future option grants	0
Maximum number of options that may be re-issued under the 2016 plan	1,136,229
Shares Available for Grant
Shares Available for Grant, Ending Balance	0
2016 Plan
Stock Option Plans
Vesting period	4 years
Maximum exercise term	10 years
Exercise price of common stock of its fair value (as a percent)	100.00%
Shares available for future option grants			4,882,693
Shares Available for Grant
Shares Available for Grant, Opening Balance			3,617,943
Shares Available for Grant, Additional Shares Authorized			1,961,000
Shares Available for Grant, Options Granted			(775,000)
Shares Available for Grant, Options Forfeited			78,750
Shares Available for Grant, Ending Balance			4,882,693
Number of Options
Outstanding Options, Opening Balance			9,244,150
Outstanding Options, Granted			775,000
Outstanding Options, Exercised			(28,750)
Outstanding Options, Forfeited			(78,750)
Outstanding Options, Ending Balance			9,911,650
Weighted-Average Exercise Price
Outstanding Options - Weighted Average Exercise Price, Opening Balance			$ 4.17
Outstanding Options - Weighted Average Exercise Price, Granted			2.86
Outstanding Options - Weighted Average Exercise Price, Exercised			1.75
Outstanding Options - Weighted Average Exercise Price, Forfeited			1.84
Outstanding Options - Weighted Average Exercise Price, Ending Balance			$ 4.09

Commitments and Contingencies - Line of Credit (Details) $ in Millions	Aug. 31, 2015 USD ($)
Line of credit
Security deposit	$ 0.1
Secured Debt
Line of credit
Line of credit	$ 0.1

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2024
Summary of Significant Accounting Policies
Basis of Presentation	Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company’s functional and reporting currency is the U.S. dollar, except for its investment in its equity method investee which is the Chinese renminbi (RMB). The accompanying condensed consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and discharge of liabilities in the normal course of business.
Unaudited Interim Financial Information	Unaudited Interim Financial Information The accompanying interim condensed consolidated financial statements and related disclosures are unaudited, have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for fair statement of the condensed consolidated financial statements presented. The condensed consolidated balance sheet as of December 31, 2023 was derived from audited financial statements, but does not include all disclosures required by GAAP. The condensed consolidated results of operations for the three and nine months ended September 30, 2024 are not necessarily indicative of the results to be expected for the full year or for any other future year or interim period. The accompanying condensed consolidated financial statements should be read in conjunction with the audited financial statements and the related notes for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 19, 2024.
Use of Estimates	Use of Estimates The preparation of the Company’s condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ from such estimates.
Concentrations of Credit Risk and Other Risks and Uncertainties	Concentrations of Credit Risk and Other Risks and Uncertainties Substantially all of the Company’s cash and cash equivalents are deposited in accounts with two financial institutions that management believes are of high credit quality. Such deposits may, at times, exceed federally insured limits. The Company maintains its cash with an accredited financial institution and accordingly, such funds are subject to minimal credit risk. The Company’s marketable securities consist of investments in U.S. Treasury securities and U.S. government agency securities, which can be subject to certain credit risks. However, the Company mitigates the risks by investing in high-grade instruments, limiting its exposure to any one issuer, and monitoring the ongoing creditworthiness of the financial institutions and issuers. The Company has not experienced any losses on its deposits of cash, cash equivalents or marketable securities. The Company is subject to a number of risks similar to other early stage biopharmaceutical companies, including, but not limited to, the need to obtain adequate additional funding, possible failure of preclinical testing or clinical trials, its reliance on third parties to conduct its clinical trials, the need to obtain marketing approval for its product candidates, competitors developing new technological innovations, the need to successfully commercialize and gain market acceptance of the Company’s product candidates, its right to develop and commercialize its product candidates pursuant to the terms and conditions of the licenses granted to the Company, and protection of proprietary technology. If the Company does not successfully commercialize or partner any of its product candidates, it will be unable to generate product revenue or achieve profitability.
Segments	Segments Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business in one operating segment, that of the development of and commercialization of precisely targeted oncology and immune-mediated therapies.
Warrants	Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance included in Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity ("ASC 480") and ASC 815, Derivatives and Hedging ("ASC 815"). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, whether the warrants meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent reporting period end date while the warrants are outstanding. Warrants that meet all of the criteria for equity classification are required to be recorded as a component of additional paid-in capital at the time of issuance, or when the conditions for equity classification are met, and are not remeasured. Warrants that do not meet the required criteria for equity classification are classified as liabilities. The Company adjusts such warrants to fair value at each reporting period until the warrants are exercised or expire. Any change in fair value is recognized in the Company’s statements of operations and comprehensive loss.
Significant Accounting Policies	Significant Accounting Policies There have been no material changes to the Company’s significant accounting policies during the nine months ended September 30, 2024 from those discussed in our Form 10-K.
Investments in Equity Securities	Investments in Equity Securities The Company uses the equity method of accounting for its equity investment if the investment provides the ability to exercise significant influence, but not control, over operating and financial policies of the investee. The Company’s proportionate share of the net income (loss) resulting from the equity method investment is reported under the line item captioned “income (loss) from equity method investment” in the Condensed Consolidated Statements of Operations and Comprehensive Loss and the carrying value of the equity method investments is reported under the line captioned “Investment in Angel Pharmaceuticals” in the Condensed Consolidated Balance Sheets. The Company’s equity method investments are reported at cost and adjusted each period for the Company’s share of the investee’s income or loss and the foreign currency translation adjustment as applicable. For equity method investees with a functional currency different than the Company’s reporting currency, the Company follows the guidance under ASC 830-10-15-5, pursuant to which, the foreign currency financial statements of a foreign investee accounted for by the equity method should be translated to the reporting entity's reporting currency. The Company evaluates equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amount of the investment might not be recoverable. Factors considered by the Company when reviewing an equity method investment for impairment include the length of time (duration) and the extent (severity) to which the fair value of the equity method investment has been less than cost, the investee’s financial condition and near-term prospects and the intent and ability to hold the investment for a period of time sufficient to allow for anticipated recovery. An impairment that is other-than-temporary is recognized in the period identified. See Note 5, “Equity Method Investment,” for further information.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative, which modifies the disclosure or presentation requirements related to variety of FASB Accounting Standard Codification topics. The effective date for each amendment will be the date on which the SEC's removal of that related disclosure from Regulation S-X or Regulation S-K is effective. If by June 30, 2027, the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the associated amendment will be removed from the Codification and will not become effective for any entities. The Company is currently evaluating the effect of adopting this ASU. In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which amends the guidance in ASC 740, Income Taxes. The ASU is intended to improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. The ASU’s amendments are effective for public business entities for annual periods beginning after December 15, 2024. Entities are permitted to early adopt the standard “for annual financial statements that have not yet been issued or made available for issuance.” As adoption is either prospectively or retrospectively, the Company will adopt this ASU on a prospective basis. The Company is currently evaluating the impact of this ASU but does not expect any material impacts upon adoption. In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expense. This update requires entities to disaggregate operating expenses into specific categories, such as salaries and wages, depreciation, and amortization, to provide enhanced transparency into the nature and function of expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, with early adoption permitted. ASU 2024-03 may be applied retrospectively or prospectively. The Company is currently evaluating the impact of ASU 2024-03 on its financial statement presentation and disclosures.

Net Loss per Share - Anti-Dilutive Securities (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Common Warrants
Excluded from the calculation of diluted net loss per share, due to anti-dilutive effect
Anti dilutive securities were excluded from the calculation of diluted net loss per share	17,089,436		17,089,436
Expense for revaluation of common warrants	$ 32.8		$ 31.0
Outstanding options
Excluded from the calculation of diluted net loss per share, due to anti-dilutive effect
Anti dilutive securities were excluded from the calculation of diluted net loss per share	9,911,650	7,762,672	9,911,650	7,762,672

Fair Value Measurements - Recurring (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Assets
Maximum remaining maturity of marketable securities	2 years
Fair Value, Recurring
Assets
Cash equivalents	$ 4,551	$ 12,280
Marketable securities	36,971	14,529
Total Assets	41,522	26,809
Fair Value, Recurring \| Level 1 Inputs
Assets
Cash equivalents	4,551	12,280
Marketable securities	33,170	10,356
Total Assets	37,721	22,636
Fair Value, Recurring \| Level 2 Inputs
Assets
Marketable securities	3,801	4,173
Total Assets	$ 3,801	$ 4,173

Organization

9 Months Ended

Sep. 30, 2024

Organization

Organization

1. Organization

Corvus Pharmaceuticals, Inc. (“Corvus” or the “Company”) was incorporated in Delaware on January 27, 2014 and commenced operations in November 2014. Corvus is a clinical-stage biopharmaceutical company. The Company’s operations are located in Burlingame, California, as of the filing of this Quarterly Report on Form 10-Q. In February 2025, the Company’s operations will be relocated to South San Francisco, California.

Presentation

The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Corvus Biopharmaceuticals, Ltd. and Corvus Hong Kong Limited. All intercompany accounts and transactions have been eliminated from the condensed consolidated financial statements.

Initial Public Offering

On March 22, 2016, the Company’s registration statement on Form S-1 (File No. 333-208850) relating to its initial public offering (“IPO”) of its common stock was declared effective by the Securities and Exchange Commission (“SEC”) and the shares of its common stock began trading on the Nasdaq Global Market on March 23, 2016. The public offering price of the shares sold in the IPO was $15.00 per share. The IPO closed on March 29, 2016, pursuant to which the Company sold 4,700,000 shares of its common stock. On April 26, 2016, the Company sold an additional 502,618 shares of its common stock to the underwriters upon partial exercise of their over-allotment option, at the initial offering price of $15.00 per share. The Company received aggregate net proceeds of approximately $70.6 million, after underwriting discounts, commissions and offering expenses. Immediately prior to the consummation of the IPO, all outstanding shares of our redeemable convertible preferred stock were converted into common stock.

Follow-on Public Offerings

In March 2018, the Company completed a follow-on public offering in which the Company sold 8,117,647 shares of common stock at a price of $8.50 per share, which included 1,058,823 shares issued pursuant to the underwriters’ exercise of their option to purchase additional shares of common stock. The aggregate net proceeds received by the Company from the offering were approximately $64.9 million, net of underwriting discounts and commissions and offering expenses payable by the Company.

In February 2021, the Company completed a follow-on public offering in which the Company sold 9,783,660 shares of common stock at a price of $3.50 per share, which included 1,212,231 shares issued pursuant to the underwriters’ exercise of their option to purchase additional shares of common stock. The aggregate net proceeds received by the Company from the offering were approximately $32.0 million, net of underwriting discounts and commissions and offering expenses.

Registered Direct Offering

On May 6, 2024, the Company completed a registered direct offering which resulted in gross proceeds of approximately $30.6 million. The financing consisted of the sale of 13,512,699 shares of common stock and accompanying common stock warrants to purchase 13,078,509 shares of common stock (or pre-funded warrants in lieu thereof) at a combined offering price of $1.7312 per share, and the sale of pre-funded warrants to purchase 4,144,085 shares of common stock and accompanying common warrants to purchase 4,010,927 shares of common stock (or pre-funded warrants in lieu thereof) at a combined offering price of $1.7311 per share. The common warrants have an exercise price of $3.50 per share of common stock (or $3.4999 per pre-funded warrant in lieu thereof), are exercisable at any time after the date of issuance, subject to certain ownership limitations, and expire on June 30, 2025. The pre-funded

warrants have an exercise price of $0.0001 and are exercisable any time after the date of the issuance, subject to certain ownership limitations.

Liquidity

The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, development by competitors of new technological innovations, protection of proprietary technology, dependence on key personnel, contract manufacturer and contract research organizations, compliance with government regulations and the need to obtain additional financing to fund operations. Since commencing operations in 2014, the majority of the Company’s efforts have been focused on the research and development of soquelitinib, ciforadenant and mupadolimab. The Company believes that it will continue to expend substantial resources for the foreseeable future as it continues clinical development of, seek regulatory approval for and, if approved, prepare for the commercialization of soquelitinib, ciforadenant and mupadolimab, as well as product candidates under the Company’s other development programs. These expenditures will include costs associated with research and development, conducting preclinical studies and clinical trials, obtaining regulatory approvals, manufacturing and supply, sales and marketing and general operations. In addition, other unanticipated costs may arise. Because the outcome of any clinical trial and/or regulatory approval process is highly uncertain, the Company may not be able to accurately estimate the actual amounts necessary to successfully complete the development, regulatory approval process and commercialization of soquelitinib, ciforadenant and mupadolimab or any other product candidates.

The Company has incurred significant losses and negative cash flows from operations in all periods since inception and had an accumulated deficit of $384.9 million as of September 30, 2024. To date, none of the Company’s product candidates have been approved for sale and therefore the Company has not generated any revenue from sales of commercial products. Management expects operating losses to continue for the foreseeable future. The Company has funded its operations to date primarily through the sale of redeemable convertible preferred stock and common stock. As of September 30, 2024, the Company had cash, cash equivalents and marketable securities of $41.7 million. On October 29, 2024, the Company received approximately $5.9 million in cash from the early exercise of 1,677,220 common stock warrants. Management believes that the Company’s cash, cash equivalents and marketable securities will be sufficient to fund the Company’s planned operations for a period of at least 12 months from the date these condensed consolidated financial statements are issued. To fund the Company's planned operations, the Company will need to raise additional capital. The Company intends to raise additional capital through private and public equity offerings, including its “at-the-market” offering program, debt financings, the potential exercise of common warrants outstanding with an exercise price of $3.50 per share and potential future collaboration, license and development agreements. However, there can be no assurance that the Company will be successful in acquiring additional funding at levels sufficient to fund its operations or on terms acceptable to the Company or at all. If the Company is unsuccessful in its efforts to raise additional capital or if sufficient funds on acceptable terms are not available when needed, the Company could be required to significantly reduce operating expenses and delay, reduce the scope of or eliminate one or more of its development programs, out-license intellectual property rights to its product candidates and sell unsecured assets, or a combination of the above, any of which may have a material adverse effect on the Company’s business, results of operations, financial condition and/or its ability to fund its obligations on a timely basis or at all. Failure to manage discretionary spending or raise additional capital, as needed, may adversely impact the Company’s ability to achieve its intended business objectives.

Insider Trading Arrangements	9 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Income Taxes

9 Months Ended

Sep. 30, 2024

Income Taxes

Income Taxes

12. Income Taxes

During the nine months ended September 30, 2024 and 2023, the Company recorded no income tax benefits for the net operating losses (NOLs) incurred due to the uncertainty of realizing a benefit from those items. The Company continues to maintain a full valuation allowance against its net deferred tax assets.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
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-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 2: http://www.xbrl.org/2003/role/exampleRef
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-Paragraph 231
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Paragraph 12C
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-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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-URI https://asc.fasb.org/1943274/2147477891/740-270-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Paragraph 1
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-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-13

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
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-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/740/tableOfContent

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

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
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+ Details

Equity Method Investment (Tables)

9 Months Ended

Sep. 30, 2024

Equity Method Investment

Schedule of financial information of Angel Pharmaceuticals Co.


		As of		As of
Balance Sheet Data	September 30, 2024		December 31, 2023

	(in thousands)
Current assets	$	15,738	$	17,628
Non-current assets		1,342		1,427
Current liabilities		871		1,725
Non-current liabilities		625		648
Stockholders' equity		15,584		16,682


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
Statement of Operations Data	2024		2023		2024		2023

	(in thousands)
Revenue	$	—	$	—	$	—	$	—
Gross Profit		—		—		—		—
Net income (loss)		(800)		(1,016)		(1,232)		(4,565)
Share of loss from investments accounted for using the equity method		(682)		(865)		(1,023)		(3,880)

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Common Stock	Additional Paid-In Capital	Accumulated Other Comprehensive Income (Loss)	Accumulated Deficit	Total
Balance at Dec. 31, 2022	$ 5	$ 364,361	$ (563)	$ (307,688)	$ 56,115
Balance (in shares) at Dec. 31, 2022	46,553,511
Common stock issued on exercise of stock options		4			4
Common stock issued on exercise of stock options (in shares)	15,000
Stock-based compensation expense		492			492
Unrealized gain (loss) on marketable securities			41		41
Foreign currency translation adjustment			88		88
Net Income (Loss)				(7,873)	(7,873)
Balance at Mar. 31, 2023	$ 5	364,857	(434)	(315,561)	48,867
Balance (in shares) at Mar. 31, 2023	46,568,511
Balance at Dec. 31, 2022	$ 5	364,361	(563)	(307,688)	56,115
Balance (in shares) at Dec. 31, 2022	46,553,511
Foreign currency translation adjustment					(925)
Net Income (Loss)					(20,376)
Balance at Sep. 30, 2023	$ 5	373,791	(1,443)	(328,064)	44,289
Balance (in shares) at Sep. 30, 2023	49,038,582
Balance at Mar. 31, 2023	$ 5	364,857	(434)	(315,561)	48,867
Balance (in shares) at Mar. 31, 2023	46,568,511
Issuance of common stock in connection with at-the-market offering, net		7,516			7,516
Issuance of common stock in connection with at-the-market offering, net (in shares)	2,329,851
Stock-based compensation expense		537			537
Unrealized gain (loss) on marketable securities			(1)		(1)
Foreign currency translation adjustment			(933)		(933)
Net Income (Loss)				(6,503)	(6,503)
Balance at Jun. 30, 2023	$ 5	372,910	(1,368)	(322,064)	49,483
Balance (in shares) at Jun. 30, 2023	48,898,362
Common stock issued on exercise of stock options		8			8
Common stock issued on exercise of stock options (in shares)	8,168
Issuance of common stock in connection with at-the-market offering, net		327			327
Issuance of common stock in connection with at-the-market offering, net (in shares)	132,052
Stock-based compensation expense		546			546
Unrealized gain (loss) on marketable securities			5		5
Foreign currency translation adjustment			(80)		(80)
Net Income (Loss)				(6,000)	(6,000)
Balance at Sep. 30, 2023	$ 5	373,791	(1,443)	(328,064)	44,289
Balance (in shares) at Sep. 30, 2023	49,038,582
Balance at Dec. 31, 2023	$ 5	374,363	(967)	(334,717)	38,684
Balance (in shares) at Dec. 31, 2023	49,038,582
Stock-based compensation expense		689			689
Unrealized gain (loss) on marketable securities			(15)		(15)
Foreign currency translation adjustment			(293)		(293)
Net Income (Loss)				(5,701)	(5,701)
Balance at Mar. 31, 2024	$ 5	375,052	(1,275)	(340,418)	33,364
Balance (in shares) at Mar. 31, 2024	49,038,582
Balance at Dec. 31, 2023	$ 5	374,363	(967)	(334,717)	38,684
Balance (in shares) at Dec. 31, 2023	49,038,582
Foreign currency translation adjustment					87
Net Income (Loss)					(50,180)
Balance at Sep. 30, 2024	$ 6	398,038	(738)	(384,897)	12,409
Balance (in shares) at Sep. 30, 2024	62,580,031
Balance at Mar. 31, 2024	$ 5	375,052	(1,275)	(340,418)	33,364
Balance (in shares) at Mar. 31, 2024	49,038,582
Common stock issued with registered direct offering, net	$ 1	16,404			16,405
Common stock issued with registered direct offering, net (in shares)	13,512,699
Pre-funded warrants issued in connection with registered direct offering, net		5,031			5,031
Stock-based compensation expense		768			768
Unrealized gain (loss) on marketable securities			5		5
Foreign currency translation adjustment			(85)		(85)
Net Income (Loss)				(4,262)	(4,262)
Balance at Jun. 30, 2024	$ 6	397,255	(1,355)	(344,680)	51,226
Balance (in shares) at Jun. 30, 2024	62,551,281
Common stock issued on exercise of stock options		50			50
Common stock issued on exercise of stock options (in shares)	28,750
Stock-based compensation expense		733			733
Unrealized gain (loss) on marketable securities			152		152
Foreign currency translation adjustment			465		465
Net Income (Loss)				(40,217)	(40,217)
Balance at Sep. 30, 2024	$ 6	$ 398,038	$ (738)	$ (384,897)	$ 12,409
Balance (in shares) at Sep. 30, 2024	62,580,031

Net Loss per Share

9 Months Ended

Sep. 30, 2024

Net Loss per Share

Net Loss per Share

3. Net Loss per Share

The following table shows the calculation of net loss per share (in thousands, except share and per share data):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
Numerator:
Net loss - basic and diluted	$	(40,217)	$	(6,000)	$	(50,180)	$	(20,376)
Denominator:
Weighted average common shares outstanding used to compute basic and diluted net loss per share		66,701,086		48,971,246		58,513,303		47,683,792
Net loss per share, basic and diluted	$	(0.60)	$	(0.12)	$	(0.86)	$	(0.43)

Weighted average common shares outstanding for the three and nine months ended September 30, 2024 includes 4,144,085 shares of common stock issuable upon the conversion of pre-funded warrants described in Note 8.

The amounts in the table below were excluded from the calculation of diluted net loss per share, due to their anti-dilutive effect:


	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2024	2023	2024	2023
Common warrants (1)	17,089,436	—	17,089,436	—
Outstanding options	9,911,650	7,762,672	9,911,650	7,762,672

(1)

Based on the treasury stock method, such common warrants that are in-the-money should be included in the calculation of diluted earnings per share (“EPS”) if the impact is not anti-dilutive. Therefore, as the Company was in a net loss position for the three and nine months ended September 30, 2024 and other expense from the revaluation of the common warrants was $32.8 million and $31.0 million for the three and nine months ended September 30, 2024, respectively, the impact of including the common warrants in calculating diluted EPS would be antidilutive and the Company has excluded the common warrants from the calculation of diluted net loss per share.

Stock Option Plans

9 Months Ended

Sep. 30, 2024

Stock Option Plans

Stock Option Plans

10. Stock Option Plans

In February 2014, the Company adopted the 2014 Equity Incentive Plan (the “2014 Plan”), which was subsequently amended in November 2014, July 2015 and September 2015, under which it granted incentive stock options (“ISOs”) or non-qualified stock options (“NSOs”). Terms of stock agreements, including vesting requirements, are determined by the board of directors or a committee authorized by the board of directors, subject to the provisions of the 2014 Plan. In general, awards granted by the Company vest over four years and have a maximum exercise term of 10 years. The 2014 Plan provides that grants must be at an exercise price of 100% of fair market value of the Company’s common stock as determined by the board of directors on the date of the grant.

In connection with the consummation of the IPO in March 2016, the 2016 Equity Incentive Award Plan (the “2016 Plan”), became effective. Under the 2016 Plan, incentive stock options, non-statutory stock options, stock purchase rights and other stock-based awards may be granted. Terms of stock agreements, including vesting requirements, are determined by the board of directors or a committee authorized by the board of directors, subject to the provisions of the 2016 Plan. In general, awards granted by the Company vest over four years and have a maximum exercise term of 10 years. The 2016 Plan provides that grants must be at an exercise price of 100% of fair market value of the Company’s common stock as determined by the board of directors on the date of the grant. In conjunction with adopting the 2016 Plan, the 2014 Plan was terminated and no further awards will be granted under the 2014 Plan. Options outstanding under the 2014 Plan as of the effective date of the 2016 Plan that are forfeited or lapse unexercised may be re-issued under the 2016 Plan, up to a maximum of 1,136,229 shares.

Activity under the Company’s stock option plans is set forth below:


		Options Outstanding
			Weighted ‑
	Shares		Average
	Available	Number of	Exercise
	for Grant	Options	Price
Balance at December 31, 2023	3,617,943	9,244,150	$	4.17
Additional shares authorized	1,961,000	—		—
Options granted	(775,000)	775,000		2.86
Options exercised	—	(28,750)		1.75
Options forfeited	78,750	(78,750)		1.84
Balance at September 30, 2024	4,882,693	9,911,650	$	4.09

Fair Value Measurements

9 Months Ended

Sep. 30, 2024

Fair Value Measurements

Fair Value Measurements

4. Fair Value Measurements

Financial assets and liabilities are measured and recorded at fair value. The Company is required to disclose information on all assets and liabilities reported at fair value that enables an assessment of the inputs used in determining the reported fair values. The fair value hierarchy prioritizes valuation inputs based on the observable nature of those inputs. The fair value hierarchy applies only to the valuation inputs used in determining the reported fair value of the investments and is not a measure of the investment credit quality. The hierarchy defines three levels of valuation inputs:

●

Level 1—Quoted prices in active markets for identical assets or liabilities

●

Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly

●

Level 3—Unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability

There have been no transfers of assets and liabilities between levels of hierarchy.

The Company’s Level 2 investments are valued using third-party pricing sources. The pricing services utilize industry standard valuation models, including both income and market-based approaches, for which all significant inputs are observable, either directly or indirectly, to estimate fair value. These inputs include reported trades of and broker/dealer quotes on the same or similar investments, issuer credit spreads, benchmark investments, prepayment/default projections based on historical data and other observable inputs.

Financial Assets

The following tables present information as of September 30, 2024 and December 31, 2023 about the Company’s assets that are measured at fair value on a recurring basis and indicate the level of the fair value hierarchy the Company utilized to determine such fair values (in thousands):


	September 30, 2024
	Fair Value Measured Using						Total
	(Level 1)		(Level 2)		(Level 3)		Balance
Assets
Cash equivalents	$	4,551	$	—	$	—	$	4,551
Marketable securities		33,170		3,801		—		36,971
	$	37,721	$	3,801	$	—	$	41,522


	December 31, 2023
	Fair Value Measured Using						Total
	(Level 1)		(Level 2)		(Level 3)		Balance
Assets
Cash equivalents	$	12,280	$	—	$	—	$	12,280
Marketable securities		10,356		4,173		—		14,529
	$	22,636	$	4,173	$	—	$	26,809

As of September 30, 2024, all marketable securities had a maximum remaining maturity of less than two years.

As of September 30, 2024 and December 31, 2023, the fair value of available for sale marketable securities by type of security were as follows (in thousands):


	September 30, 2024
			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value
U.S. Treasury securities	$	33,025	$	145	$	—	$	33,170
U.S. Government agency securities		3,790		11		—		3,801
	$	36,815	$	156	$	—	$	36,971


	December 31, 2023
			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value
U.S. Treasury securities	$	10,348	$	8	$	—	$	10,356
U.S. Government agency securities		4,166		7		—		4,173
	$	14,514	$	15	$	—	$	14,529

Financial Liabilities

The following tables present information as of September 30, 2024 about the Company’s liabilities that are measured at fair value on a recurring basis and indicate the level of the fair value hierarchy the Company utilized to determine such fair values (in thousands):


	September 30, 2024
	Fair Value Measured Using						Total
	(Level 1)		(Level 2)		(Level 3)		Balance
Warrant liability	$	—	$	—	$	39,964	$	39,964

The Company had no financial liabilities as of December 31, 2023.

During the nine months ended September 30, 2024, the changes in the Company’s warrant liability were as follows (in thousands):



	Warrants
Warrant liability balance as of December 31, 2023	$	—
Issuance of warrants		8,934
Change in fair value		31,030
Warrant liability balance as of September 30, 2024	$	39,964

The Company uses the Black-Scholes pricing model to determine the fair value of its warrant liabilities using Level 3 inputs. Inputs used to determine estimated fair value of the warrant liabilities include the fair value of the underlying stock at the valuation date, the term of the warrants, and the expected volatility of the underlying stock. The significant unobservable input used in the fair value measurement of the warrant liabilities is the estimated term of the warrants.

The key inputs into valuation models used to estimate the fair value of the warrant liabilities as of May 6, 2024, the issuance date, and as of September 30, 2024 were as follows:


				May 6,
				2024
	September 30,			(Date of
	2024			Issuance)
Risk-free interest rate		4.0	%		5.1	%
Expected volatility		80.5	%		104.4	%
Expected term (in years)		0.75			1.15
Share price	$	5.28		$	1.91

- 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

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 107
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-107

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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+ Details