0001558370-24-003567 | 10-K | XBRL Viewer | Corvus Pharmaceuticals INC

Year Ended December 31,

Outstanding options

Income Taxes

12 Months Ended

Dec. 31, 2023

11. Income Taxes

The components of loss before income tax is as follows (in thousands):


	December 31,
	2023		2022		2021
Domestic	$	(27,029)	$	(41,307)	$	(43,241)
Foreign		—		—		—
	$	(27,029)	$	(41,307)	$	(43,241)

During the years ended December 31, 2023, 2022 and 2021, 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.

A reconciliation of the Company’s effective tax rate to the U.S. Federal statutory rate is as follows:


	December 31,
	2023		2022		2021
Federal tax benefit at statutory rate	21	%	21	%	21	%
State tax, net of Federal benefit	8	%	8	%	9	%
Change in valuation allowance	(25)	%	(22)	%	(26)	%
Research and development tax credits	3	%	2	%	3	%
Share based Compensation	(1)	%	(1)	%	(1)	%
FIN48 Reserve	(1)	%	—	%	(1)	%
Investment in Angel	(5)	%	(7)	%	(3)
Prior year federal true-up	—	%	—	%	(1)	%
Other	—	%	(1)		(1)
Effective income tax rate	0	%	0	%	0	%

The effective tax rate is different from the federal statutory tax rate primarily due to a foreign rate differential and a valuation allowance against deferred tax assets as a result of the Company’s history of losses.

The principal components of the Company’s net deferred tax assets are as follows (in thousands)


	December 31,
	2023		2022		2021
Deferred tax assets
Net operating loss carryforwards	$	59,314	$	56,030	$	52,539
Tax credit carryforwards		10,752		9,888		9,181
Capitalized tax assets		138		155		125
Accruals		116		124		137
Stock compensation		5,883		5,487		5,006
Operating lease liability		384		728		1,021
IRC 174 capitalization		6,713		4,518		—
Other		—		21		12
Total deferred tax assets	$	83,300	$	76,951	$	68,021
Deferred tax liabilities
Operating lease right-of-use asset	$	(322)	$	(620)	$	(893)
Valuation allowance		(82,978)		(76,331)		(67,128)
Net deferred tax assets	$	—	$	—	$	—

The Company recorded a valuation allowance against its deferred tax assets at December 31, 2023 and 2022 because Company management believed that it was more likely than not that these assets would not be fully realized in the future. The valuation allowance increased by approximately $6.6 million and $9.2 million for the years ended December 31, 2023 and 2022, respectively. Changes in the valuation allowance for deferred tax assets relate primarily to the increase in the Company’s net operating loss carryforward.

As of December 31, 2023, the Company had federal NOL carryforwards of approximately $228.7 million and state NOL carryforwards of approximately $294.8 million which are available to reduce future taxable income. The NOLs will begin to expire in 2034, if not utilized. Utilization of the net operating loss carryforwards are subject to various limitations due to the ownership change limitations provided by Internal Revenue Code (IRC) Section 382 and similar state provisions.

As of December 31, 2023, the Company also had $9.4 million of federal and $5.1 million of state research and development tax credit carryforwards available to reduce future income taxes. The federal research and development tax credits will begin to expire 2035, if not utilized. The state research and development tax credits have no expiration date.

U.S. income and foreign withholding taxes have not been recognized on the excess of the amount for financial reporting over the tax basis of investments in foreign subsidiaries that are essentially permanent in duration. This excess totaled approximately $16.1 million as of December 31, 2023, which will be indefinitely reinvested; deferred income taxes have not been provided on such foreign earnings.

As of December 31, 2023, the Company had unrecognized tax benefits (“UTBs”) of approximately $12.8 million. All of the deferred tax assets associated with these UTBs are fully offset by a valuation allowance. The following table summarizes the activity related to UTBs:


	December 31,
	2023		2022		2021
Unrecognized tax benefits beginning of the period	$	12,720	$	12,504	$	12,157
Decrease related to the prior year		(119)		—		—
Increased related to the current year		222		216		347
Unrecognized tax benefits, end of the period	$	12,823	$	12,720	$	12,504

The Company follows the provisions of ASC 740, Accounting for Income Taxes, and the accounting guidance related to accounting for uncertainty in income taxes. The Company determines its uncertain tax positions based on a determination of whether and how much of a tax benefit taken by the Company in its tax filings or positions is more

likely than not to be sustained upon examination by the relevant income tax authorities. None of the Company’s unrecognized tax benefits that, if recognized, would affect its effective tax rate. The Company does not anticipate the total amounts of unrecognized tax benefits will significantly increase or decrease in the next 12 months. The Company will recognize both accrued interest and penalties related to unrecognized benefits in income tax expense. Management determined that no accrual for interest or penalties was required as of December 31, 2023, 2022 and 2021.

The Company currently has no federal or state tax examinations in progress nor has it had any federal or state examinations since inception. As a result of the Company’s net operating loss carryforwards, all of its tax years are subject to federal, state and foreign tax examinations.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

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+ Details

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Income Taxes

Schedule of components of loss before income tax

The components of loss before income tax is as follows (in thousands):


	December 31,
	2023		2022		2021
Domestic	$	(27,029)	$	(41,307)	$	(43,241)
Foreign		—		—		—
	$	(27,029)	$	(41,307)	$	(43,241)

Schedule of reconciliation of the effective tax rate to the U.S. Federal statutory rate

A reconciliation of the Company’s effective tax rate to the U.S. Federal statutory rate is as follows:


	December 31,
	2023		2022		2021
Federal tax benefit at statutory rate	21	%	21	%	21	%
State tax, net of Federal benefit	8	%	8	%	9	%
Change in valuation allowance	(25)	%	(22)	%	(26)	%
Research and development tax credits	3	%	2	%	3	%
Share based Compensation	(1)	%	(1)	%	(1)	%
FIN48 Reserve	(1)	%	—	%	(1)	%
Investment in Angel	(5)	%	(7)	%	(3)
Prior year federal true-up	—	%	—	%	(1)	%
Other	—	%	(1)		(1)
Effective income tax rate	0	%	0	%	0	%

Schedule of principal components of the net deferred tax assets

The principal components of the Company’s net deferred tax assets are as follows (in thousands)


	December 31,
	2023		2022		2021
Deferred tax assets
Net operating loss carryforwards	$	59,314	$	56,030	$	52,539
Tax credit carryforwards		10,752		9,888		9,181
Capitalized tax assets		138		155		125
Accruals		116		124		137
Stock compensation		5,883		5,487		5,006
Operating lease liability		384		728		1,021
IRC 174 capitalization		6,713		4,518		—
Other		—		21		12
Total deferred tax assets	$	83,300	$	76,951	$	68,021
Deferred tax liabilities
Operating lease right-of-use asset	$	(322)	$	(620)	$	(893)
Valuation allowance		(82,978)		(76,331)		(67,128)
Net deferred tax assets	$	—	$	—	$	—

Schedule of unrecognized tax benefits activity


	December 31,
	2023		2022		2021
Unrecognized tax benefits beginning of the period	$	12,720	$	12,504	$	12,157
Decrease related to the prior year		(119)		—		—
Increased related to the current year		222		216		347
Unrecognized tax benefits, end of the period	$	12,823	$	12,720	$	12,504

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 12,620	$ 13,159
Marketable securities	14,529	29,144
Accounts receivable - related party	26	588
Prepaid and other current assets	781	773
Total current assets	27,956	43,664
Property and equipment, net	236	353
Operating lease right-of-use asset	1,149	2,217
Investment in Angel Pharmaceuticals	16,123	21,877
Other assets	89	129
Total assets	45,553	68,240
Current liabilities:
Accounts payable	1,525	1,976
Operating lease liability	1,374	1,228
Accrued and other liabilities	3,970	7,548
Total current liabilities	6,869	10,752
Operating lease liability		1,373
Total liabilities	6,869	12,125
Commitments and contingencies (Note 13)
Stockholders' equity:
Preferred stock: $0.0001 par value; 10,000,000 shares authorized at December 31, 2023 and December 31, 2022; 0 shares issued and outstanding at December 31, 2023 and December 31, 2022
Common stock: $0.0001 par value; 290,000,000 shares authorized at December 31, 2023 and December 31, 2022; 49,038,582 and 46,553,511 shares issued and outstanding at December 31, 2023 and December 31, 2022	5	5
Additional paid-in capital	374,363	364,361
Accumulated other comprehensive loss	(967)	(563)
Accumulated deficit	(334,717)	(307,688)
Total stockholders' equity	38,684	56,115
Total liabilities and stockholders' equity	$ 45,553	$ 68,240

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities
Net loss	$ (27,029)	$ (41,307)	$ (43,241)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	151	367	460
Accretion related to marketable securities	(894)	(170)	239
Stock-based compensation	2,147	2,692	4,232
Gain from sale of property and equipment		(22)
Loss from equity method investment	5,284	10,005	4,831
Changes in operating assets and liabilities:
Accounts receivable - related party	562	(81)	(507)
Prepaid and other current assets	(8)	581	(277)
Operating lease right-of-use asset	1,068	973	(1,542)
Other assets	40	107	178
Accounts payable	(451)	411	(1,902)
Accrued and other liabilities	(3,578)	467	(523)
Operating lease liability	(1,227)	(1,046)	1,337
Net cash used in operating activities	(23,935)	(27,023)	(36,715)
Cash flows from investing activities
Purchases of marketable securities	(47,048)	(66,191)	(9,357)
Maturities of marketable securities	62,623	43,162	30,922
Purchases of property and equipment	(34)	(269)	(5)
Proceeds from sale of property and equipment		22
Net cash provided by (used in) investing activities	15,541	(23,276)	21,560
Cash flows from financing activities
Proceeds from issuance of common stock, net (includes $4,850 in aggregate gross proceeds from related parties for the year ended December 31, 2021)			31,989
Proceeds from issuance of common stock in connection with at-the-market offering, net	7,843		28,954
Proceeds from exercise of common stock options	12		1,215
Net cash provided by financing activities	7,855		62,158
Net increase (decrease) in cash and cash equivalents	(539)	(50,299)	47,003
Cash and cash equivalents at beginning of the period	13,159	63,458	16,455
Cash and cash equivalents at end of the period	$ 12,620	$ 13,159	63,458
Supplemental disclosures of cash flow information
Purchases of property and equipment incurred but not paid			$ 5

Stock Option Plans - Stock Option Activity (Details) - $ / shares	1 Months Ended		12 Months Ended
	Mar. 31, 2016	Feb. 28, 2014	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Stock Option Plans
Shares available for future option grants			3,617,943	4,017,011	2,806,953
Weighted average grant date fair value of options granted (in dollars per share)			$ 1.12	$ 0.69	$ 1.93
Shares Available for Grant
Shares Available for Grant, Opening Balance			4,017,011	2,806,953
Shares Available for Grant, Ending Balance			3,617,943	4,017,011	2,806,953
Number of Options
Outstanding Options, Opening Balance			7,006,250	6,354,308
Outstanding Options, Ending Balance			9,244,150	7,006,250	6,354,308
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			3,617,943	4,017,011
Shares Available for Grant
Shares Available for Grant, Opening Balance			4,017,011
Shares Available for Grant, Additional Shares Authorized			1,862,000
Shares Available for Grant, Ending Balance			3,617,943	4,017,011
Number of Options
Outstanding Options, Opening Balance			7,006,250
Outstanding Options, Granted			2,543,500
Outstanding Options, Exercised			(23,168)
Outstanding Options, Forfeited			(282,432)
Outstanding Options, Ending Balance			9,244,150	7,006,250
Weighted-Average Exercise Price
Outstanding Options - Weighted Average Exercise Price, Opening Balance			$ 5.25
Outstanding Options - Weighted Average Exercise Price, Granted			1.43
Outstanding Options - Weighted Average Exercise Price, Exercised			0.52
Outstanding Options - Weighted Average Exercise Price, Forfeited			6.67
Outstanding Options - Weighted Average Exercise Price, Ending Balance			$ 4.17	$ 5.25

Facility Lease

12 Months Ended

Dec. 31, 2023

Facility Lease

Facility lease

12. 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 is 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 December 31, 2023 and 2022, the right-of-use asset under operating lease was $1.1 million and $2.2 million, respectively. The elements of lease expense were as follows (in thousands):


		Year Ended
	Statements of operations and	December 31,
	comprehensive loss location	2023		2022		2021
Costs of operating lease
Operating lease costs	Research and development, General and administrative	$	1,224	$	1,051	$	1,046
Costs of non-lease components (previously common area maintenance)	Research and development, General and administrative		420		351		396
Total operating lease cost		$	1,644	$	1,402	$	1,442
Other Information
Operating cash flows used for operating lease		$	1,839	$	1,695	$	1,645
Remaining lease term			1.1 years		2.1 years		3.1 years
Discount rate			8.0%		8.0%		8.0%

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

As of December 31, 2022, minimum rental commitments under this lease were as follows (in thousands)


Year Ended December 31 (in thousands)
2023	$	1,391
2024		1,434
Total lease payments		2,825
Less: imputed interest		(224)
Total	$	2,601

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 is due monthly and is subject to scheduled annual increases and Angel Pharmaceuticals is responsible for certain operating expenses and taxes throughout the life of the sublease. The sublease expired in January 2023. Sublease income is recognized on a straight-line basis as other income in our consolidated statements of operations. For the years ended December 31, 2023 and 2022, the Company recognized $0.1 million and $0.6 million of sublease income, respectively.

Insider Trading Arrangements	12 Months Ended
Insider Trading Arrangements	Dec. 31, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying 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 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. Since its inception, the Company has incurred significant losses and negative cash flows from operations. As of December 31, 2023, the Company had an accumulated deficit of $334.7 million and cash, cash equivalents and marketable securities of $27.1 million. The Company has financed its operations primarily with the proceeds from the sale of stock. The Company will need to raise additional capital to meet its business objectives. The Company believes that its current cash, cash equivalents and marketable securities will be sufficient to fund its planned expenditures and meet its obligations through at least the next twelve months from the issuance of these financial statements.

Use of Estimates

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

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 drugs and antibodies that target critical elements of the immune system.

Cash, Cash Equivalents and Marketable Securities

The Company considers all highly liquid investment securities with remaining maturities at the date of purchase of three months or less to be cash equivalents.

Investments with remaining maturities, at the date of purchase, greater than three months are classified as “available-for-sale” and are carried at fair value with unrealized gains and losses, if any, included as a component of accumulated other comprehensive income (loss) in stockholders’ equity. Interest and realized gains and losses are included in interest income. Realized gains and losses are recognized based on the specific identification model.

Fair Value Measurements

Fair value accounting is applied for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis (at least annually). The carrying amount of the Company’s financial instruments, including cash equivalents, accounts payable and accrued liabilities, approximate fair value due to their short-term maturities.

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 “loss from equity method investment” in the 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” in the 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.

Property and Equipment, Net

Property and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the respective assets:


Laboratory equipment	5	years
Computer equipment and purchased software	3	years
Leasehold improvements	Shorter of asset's useful life or remaining term of lease

Maintenance and repairs that do not extend the life or improve the asset are expensed when incurred. When assets are retired or otherwise disposed of, the cost and accumulated depreciation or amortization are removed from the balance sheet and any resulting gain or loss is reflected in operations.

Impairment of Long-Lived Assets

The Company regularly reviews the carrying value and estimated lives of all of its long-lived assets, including property and equipment, to determine whether indicators of impairment may exist which warrant adjustments to carrying values or estimated useful lives. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset group to future undiscounted net cash flows expected to be generated by the asset or asset group. Should impairment exist, the impairment loss to be recognized is measured by the amount by which the carrying amount of the asset exceeds the projected discounted future net cash flows arising from the asset. All long-lived assets are maintained in the United States of America.

Clinical Trial Accruals

Costs for preclinical studies and clinical trial activities are recognized based on an evaluation of the vendors’ progress towards completion of specific tasks. The Company applies significant judgment in developing estimates for clinical trial accruals based on assumptions related to vendors’ progress towards completion. In developing these estimates, management estimates vendors’ progress towards completion using data such as clinical site activations, patient enrollment or information provided to the Company by its vendors regarding their actual costs incurred. Payments for these activities are based on the terms of individual contracts and payment timing may differ significantly from the period in which the services are performed. The Company determines accrual estimates through reports from and discussions with applicable personnel and outside service providers as to the progress or state of completion, or the services completed. The Company’s estimates of accrued expenses as of each balance sheet date are based on the facts and circumstances known at the time.

Stock-Based Compensation

The Company maintains incentive plans under which incentive stock options and nonqualified stock options may be granted to employees and non-employee service providers.

The Company accounts for stock-based employee compensation arrangements in accordance with the provisions of ASC 718, “Compensation—Stock Compensation.” For stock options granted to employees, the Company recognizes compensation expense for all stock-based awards based on the grant-date estimated fair values. The value of the award is recognized as an expense ratably over the requisite service period. The fair value of stock options is determined using the Black-Scholes option pricing model. Forfeitures are accounted for when they occur.

Stock-based compensation expense related to stock options granted to non-employees is recognized based on the fair value of the stock options, determined using the Black-Scholes option pricing model. The awards generally vest over the time period the Company expects to receive service from the non-employee.

Income Taxes

The Company accounts for income taxes under the asset and liability method. The Company estimates actual current tax exposure together with assessing temporary differences resulting from differences in accounting for reporting purposes and tax purposes for certain items, such as accruals and allowances not currently deductible for tax purposes. These temporary differences result in deferred tax assets and liabilities, which are included in the Company’s balance sheets. In general, deferred tax assets represent future tax benefits to be received when certain expenses previously recognized in the Company’s statements of operations and comprehensive loss become deductible expenses, under applicable income tax laws or when net operating loss or credit carryforwards are utilized. Accordingly, realization of the Company’s deferred tax assets is dependent on future taxable income against which these deductions, losses and credits can be utilized.

The Company must assess the likelihood that the Company’s deferred tax assets will be recovered from future taxable income and a valuation allowance is recorded when it is more likely than not that the deferred tax asset will not be recovered. The Company applies judgment in the determination of the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Based on the available evidence, the

Company is unable, at this time, to support the determination that it is more likely than not that its deferred tax assets will be utilized in the future. Accordingly, the Company recorded a full valuation allowance for all periods presented. The Company intends to maintain a valuation allowance until sufficient evidence exists to support its reversal.

The Company recognizes benefits of uncertain tax positions if it is more likely than not such positions will be sustained upon examination based solely on their technical merits as the largest amount of benefit that is more likely than not to be realized upon the ultimate settlement. The Company recognizes any material interest and penalties related to unrecognized tax benefits in income tax expense. The Company is required to file income tax returns in the U.S. federal jurisdiction. The Company currently is not under examination by the Internal Revenue Service or other jurisdictions for any tax years.

Comprehensive Loss

Comprehensive loss includes net loss as well as other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders. The Company’s elements of other comprehensive loss in any period presented were unrealized gains and losses on available-for-sale marketable securities and cumulative foreign currency translation adjustments.

Net Loss per Share

Basic net loss per share is calculated by dividing the net loss by the weighted average number of common shares outstanding and Exchange Warrants outstanding during the period, without consideration of potentially dilutive securities. In accordance with Accounting Standards Codification Topic 260, Earnings Per Share, the Exchange Warrants are included in the computation of basic net loss per share because the exercise price is negligible and they are fully vested and exercisable at any time after the original issuance date. Diluted net loss per share is computed by dividing the net loss by the weighted average number of common shares, Exchange Warrants, and potentially dilutive securities outstanding for the period. Diluted net loss per share is the same as basic net loss per share for all periods presented since the effect of potentially dilutive securities is anti-dilutive given the net loss of the Company.

Recent Accounting Pronouncements

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. ASU 2019-12 simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in ASC 740 related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 is effective in 2021 and interim periods within that year and permits for an early adoption. The Company adopted ASU 2019-12 effective January 1, 2021. The adoption of the guidance did not have a material impact on its financial statements and related disclosures.

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. We are 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.

Stock Based Compensation -Valuation Assumptions Employees (Details) - Employee Stock Option [Member] - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Weighted-average assumptions used to estimate fair value of share-based awards
Risk-free interest rate	3.90%	3.00%	0.90%
Expected volatility	97.10%	83.80%	86.70%
Expected term (in years)	5 years 8 months 12 days	5 years 6 months	6 years
Expected dividend yield	0.00%	0.00%	0.00%
Unrecognized compensation expense	$ 4.5	$ 3.9	$ 5.9
Expected period for recognizing compensation expense	2 years 3 months 7 days	2 years 5 months 8 days	2 years 8 months 8 days

Income Taxes - Operating loss carryforwards (Details) $ in Millions	Dec. 31, 2023 USD ($)
Federal
Net operating loss carryforwards
NOL carryforwards	$ 228.7
State
Net operating loss carryforwards
NOL carryforwards	$ 294.8

Summary of Significant Accounting Policies (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($) item segment	Dec. 31, 2022 USD ($)
Accumulated deficit	$ (334,717)	$ (307,688)
Cash, cash equivalents and marketable securities	27,100
Accumulated other comprehensive income	$ (967)	$ (563)
Concentrations of Credit Risk and Other Risks and Uncertainties
Number of financial institutions used for cash and cash equivalent deposits \| item	2
Segments
Number of operating segments \| segment	1
Laboratory equipment
Property and Equipment, Net
Estimated Useful lives	5 years
Computer equipment and purchased software
Property and Equipment, Net
Estimated Useful lives	3 years
Leasehold improvements
Property and Equipment, Net
Leasehold improvements useful life	Shorter of asset's useful life or remaining term of lease

Equity Method Investment (Tables)

12 Months Ended

Dec. 31, 2023

Equity Method Investment

Schedule of financial information of Angel Pharmaceuticals Co.

Summary financial information for Angel Pharmaceuticals is as follows:


		As of		As of
Balance Sheet Data	December 31, 2023		December 31, 2022

	(in thousands)
Current assets	$	17,628	$	29,062
Non-current assets		1,427		1,652
Current liabilities		1,725		6,293
Non-current liabilities		648		985
Stockholders' equity		16,682		23,436



	Year Ended December 31,
Statement of Operations Data	2023		2022		2021

	(in thousands)
Revenue	$	—	$	—	$	—
Gross Profit		—		—		—
Net loss		6,213		(11,846)		(5,697)
Share of loss from investments accounted for using the equity method		(5,284)		(10,005)		(4,831)

License and Collaboration Agreements (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Feb. 28, 2017	Dec. 31, 2015	Feb. 28, 2015
Monash License
License and Collaboration Agreements
Minimum annual fee	$ 25,000
Period of written notice to terminate	30 days
Monash License \| Maximum
License and Collaboration Agreements
Aggregate potential milestone payments	$ 45,100,000
Monash License \| Research and development
License and Collaboration Agreements
One-time cash payment	275,000
Licensing Agreement \| Scripps Research Institute
License and Collaboration Agreements
Minimum annual fee			$ 25,000
Aggregate potential milestone payments	2,500,000
Milestone payments made	$ 0
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		$ 3,000,000.0
Period of written notice to terminate	90 days
Licensing Agreement \| Vernalis (R&D) Limited \| Minimum
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

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2023

Summary of Significant Accounting Policies

Schedule of estimated useful lives of property and equipment, net

Property and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the respective assets:


Laboratory equipment	5	years
Computer equipment and purchased software	3	years
Leasehold improvements	Shorter of asset's useful life or remaining term of lease

Net Loss per Share

12 Months Ended

Dec. 31, 2023

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):



	Year Ended December 31,
	2023		2022		2021
Numerator:
Net loss - basic and diluted	$	(27,029)	$	(41,307)	$	(43,241)
Denominator:
Weighted average common shares outstanding		48,025,274		46,553,511		41,854,110
Less: weighted average common shares subject to repurchase		—		—		—
Weighted average common shares outstanding used to compute basic and diluted net loss per share		48,025,274		46,553,511		41,854,110
Net loss per share, basic and diluted	$	(0.56)	$	(0.89)	$	(1.03)

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

Fair Value Measurements - Available For Sale (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Fair value of available for sale marketable securities
Amortized Cost	$ 14,514	$ 29,195
Gross Unrealized Gains	15	4
Gross Unrealized Losses		(55)
Fair Value	14,529	29,144
U.S. Treasury securities
Fair value of available for sale marketable securities
Amortized Cost	10,348	22,020
Gross Unrealized Gains	8	4
Gross Unrealized Losses		(23)
Fair Value	10,356	22,001
U.S. Government agency securities
Fair value of available for sale marketable securities
Amortized Cost	4,166	7,175
Gross Unrealized Gains	7
Gross Unrealized Losses		(32)
Fair Value	$ 4,173	$ 7,143

Income Taxes - Components of Net Deferred Tax Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Components of Deferred Tax Assets [Abstract]
Net operating loss carryforwards	$ 59,314	$ 56,030	$ 52,539
Tax credit carryforwards	10,752	9,888	9,181
Capitalized tax assets	138	155	125
Accruals	116	124	137
Stock compensation	5,883	5,487	5,006
Operating lease liability	384	728	1,021
IRC 174 capitalization	6,713	4,518
Other		21	12
Components of Deferred Tax Liabilities [Abstract]
Operating lease right-of-use asset	(322)	(620)	(893)
Total deferred tax assets	83,300	76,951	68,021
Valuation allowance	(82,978)	(76,331)	(67,128)
Net deferred tax assets	0	0	$ 0
Period increase in valuation allowance	$ 6,600	$ 9,200

Balance Sheet Components - Accrued and Other Liabilities (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Accrued and Other Liabilities
Accrued clinical trial expense	$ 2,302	$ 2,934
Accrued manufacturing expense	675	3,254
Personnel related	684	1,113
Accrued legal and accounting	64	89
Other	245	158
Total of accrued and other liabilities	3,970	7,548
Depreciation expense	$ 200	$ 400	$ 500

Income Taxes - Reconciliation of Effective Income Tax Rates (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Effective Income Tax Rate Reconciliation, Percent [Abstract]
Federal tax benefit at statutory rate	21.00%	21.00%	21.00%
State tax, net of Federal benefit	8.00%	8.00%	9.00%
Change in valuation allowance	(25.00%)	(22.00%)	(26.00%)
Research and development tax credits	3.00%	2.00%	3.00%
Share based Compensation	(1.00%)	(1.00%)	(1.00%)
FIN48 Reserve	(1.00%)		(1.00%)
Investment in Angel	(5.00%)	(7.00%)	(3.00%)
Prior year federal true-up			(1.00%)
Other		(1.00%)	(1.00%)
Effective income tax rate	0.00%	0.00%	0.00%

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2023

Summary of Significant Accounting Policies

Basis of Presentation

Use of Estimates

Concentrations of Credit Risk and Other Risks and Uncertainties

Segments

Cash, Cash Equivalents and Marketable Securities

The Company considers all highly liquid investment securities with remaining maturities at the date of purchase of three months or less to be cash equivalents.

Fair Value Measurements

Investments in Equity Securities

See Note 5 Equity Method Investment, for further information.

Property and Equipment, Net

Property and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the respective assets:


Laboratory equipment	5	years
Computer equipment and purchased software	3	years
Leasehold improvements	Shorter of asset's useful life or remaining term of lease

Impairment of Long-Lived Assets

Clinical Trial Accruals

Stock-Based Compensation

The Company maintains incentive plans under which incentive stock options and nonqualified stock options may be granted to employees and non-employee service providers.

Income Taxes

Comprehensive Loss

Net Loss per Share

Recent Accounting Pronouncements

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Pay vs Performance Disclosure
Net Income (Loss)	$ (27,029)	$ (41,307)	$ (43,241)

- Definition

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

+ References

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-Subparagraph (SX 210.5-03(20))
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-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

+ Details

CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
CONSOLIDATED STATEMENTS OF CASH FLOWS
Proceeds from issuance of common stock, net, from related parties	$ 4,850

Balance Sheet Components - Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Property and Equipment
Property and equipment, gross	$ 4,933	$ 4,899
Less: accumulated depreciation and amortization	(4,697)	(4,546)
Property and equipment, net	236	353
Laboratory equipment
Property and Equipment
Property and equipment, gross	2,678	2,673
Computer equipment and purchased software
Property and Equipment
Property and equipment, gross	171	142
Leasehold improvements
Property and Equipment
Property and equipment, gross	$ 2,084	$ 2,084

Facility Lease - Lessee information (Details) $ in Thousands	1 Months Ended	12 Months Ended			80 Months Ended
	Aug. 31, 2021 ft²	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Sep. 30, 2021 USD ($) ft²	Feb. 01, 2015 ft²
Lease
Area of leased facility \| ft²					27,280	8,138
Lease term						1 year
Landlord Provided Free Rent And Lease Incentives					$ 1,900
Increase in operating lease right-of-use asset		$ 1,068	$ 973	$ (1,542)
Increase in the operating lease liability		1,227	1,046	(1,337)
Operating lease right-of-use asset		1,149	2,217
Area Of Property Subleased \| ft²	7,585
Sublease income - related party		78	587	$ 235
Angel Pharmaceuticals
Lease
Sublease income - related party		100	600
Burlingame, California Office \| Angel Pharmaceuticals
Lease
Area Of Property Subleased \| ft²	7,585
Sublease income - related party		$ 100	$ 600

Income Taxes - Tax credit carry forwards and of Investments in Foreign Subsidiaries (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Tax credit carryforwards
Unrecognized U.S. income and foreign withholding taxes		$ 16.1
Research and development credits \| Federal
Tax credit carryforwards
Tax credit carryforwards	$ 9.4
Research and development credits \| State
Tax credit carryforwards
Tax credit carryforwards	$ 5.1

Fair Value Measurements

12 Months Ended

Dec. 31, 2023

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.

The following tables present information as of December 31, 2023 and 2022 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):


	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


	December 31, 2022
	Fair Value Measured Using						Total
	(Level 1)		(Level 2)		(Level 3)		Balance
Assets
Cash equivalents	$	11,942	$	—	$	—	$	11,942
Marketable securities		22,001		7,143		—		29,144
	$	33,943	$	7,143	$	—	$	41,086

As of December 31, 2023, marketable securities had a maximum remaining maturity of eleven months.

As of December 31, 2023 and 2022, the fair value of available for sale marketable securities by type of security were as follows (in thousands):


	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


	December 31, 2022
			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value
U.S. Treasury securities	$	22,020	$	4	$	(23)	$	22,001
U.S. Government agency securities		7,175		—		(32)		7,143
	$	29,195	$	4	$	(55)	$	29,144

- Definition

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

+ References + Details

Related Party Transactions (Tables)

12 Months Ended

Dec. 31, 2023

Related Party Transactions

Schedule of common stock sold to related parties


	Number of		Aggregate
		Shares of	Purchase
	Common Stock		Price
Owners of More Than 10% of Our Common Stock
OrbiMed Advisors LLC (1)		1,285,714	$	4,499,999
Board of Directors
Richard A. Miller, M.D.		100,000		350,000

(1)	Peter Thompson, M.D., a member of our Board of Directors since November 2014, is a Member of OrbiMed Advisors, LLC.

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2023

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

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



	Year Ended December 31,
	2023		2022		2021
Research and development	$	755	$	1,039	$	2,161
General and administrative		1,392		1,653		2,071
Total	$	2,147	$	2,692	$	4,232

Employee Stock Option [Member]

Schedule of fair value of share-based awards to employees was estimated using Black Scholes model


	Year Ended December 31,
	2023		2022		2021
Risk-free interest rate	3.9	%	3.0	%	0.9	%
Expected volatility	97.1	%	83.8	%	86.7	%
Expected term (in years)	5.7		5.5		6.0
Expected dividend yield	0	%	0	%	0	%

Common Stock (Details)		12 Months Ended
Common Stock (Details)	Mar. 28, 2023 USD ($)	Dec. 31, 2023 USD ($) Vote shares	Dec. 31, 2021 USD ($) shares	Dec. 31, 2022 shares
Common Stock
Common stock, shares authorized for issuance		290,000,000
Preferred stock, shares authorized for issuance		10,000,000
Number of votes per share of common stock \| Vote		1
Dividends on common stock \| $		$ 0
Proceeds from sale of stock \| $			$ 31,989,000
Net proceeds from sale of stock \| $		7,843,000	$ 28,954,000
Common stock gross proceeds \| $		$ 7,800,000
Shares of common stock reserved for issuance, on an as-converted basis
Shares available for future option grants		3,617,943	2,806,953	4,017,011
Outstanding options		9,244,150	6,354,308	7,006,250
Shares reserved for employee stock purchase plan		400,000	400,000	400,000
Total		13,262,093	9,561,261	11,423,261
At-the-market offering \| 2023 Sales Agreement
Common Stock
Common stock shares sold		2,461,903
Common stock remained available for sale \| $		$ 81,900,000
At-the-market offering \| Jefferies LLC \| 2023 Sales Agreement
Common Stock
Stock issuance costs, as a percent of gross proceeds	3.00%
At-the-market offering \| Jefferies LLC \| 2023 Sales Agreement \| Maximum
Common Stock
Potential gross proceeds \| $	$ 90,000,000

Facility Lease (Tables)

12 Months Ended

Dec. 31, 2023

Facility Lease

Schedule of Operating Lease Costs


		Year Ended
	Statements of operations and	December 31,
	comprehensive loss location	2023		2022		2021
Costs of operating lease
Operating lease costs	Research and development, General and administrative	$	1,224	$	1,051	$	1,046
Costs of non-lease components (previously common area maintenance)	Research and development, General and administrative		420		351		396
Total operating lease cost		$	1,644	$	1,402	$	1,442
Other Information
Operating cash flows used for operating lease		$	1,839	$	1,695	$	1,645
Remaining lease term			1.1 years		2.1 years		3.1 years
Discount rate			8.0%		8.0%		8.0%

Schedule of Minimum rental commitments

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

As of December 31, 2022, minimum rental commitments under this lease were as follows (in thousands)


Year Ended December 31 (in thousands)
2023	$	1,391
2024		1,434
Total lease payments		2,825
Less: imputed interest		(224)
Total	$	2,601

Stock-Based Compensation

12 Months Ended

Dec. 31, 2023

Stock-Based Compensation

Stock-Based Compensation

10. Stock-Based Compensation

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



	Year Ended December 31,
	2023		2022		2021
Research and development	$	755	$	1,039	$	2,161
General and administrative		1,392		1,653		2,071
Total	$	2,147	$	2,692	$	4,232

Valuation Assumptions

The Company estimated the fair value of employee stock options using the Black-Scholes valuation model. The fair value of employee stock options is being amortized on a straight-line basis over the requisite service period of the awards. The fair value of employee stock options were estimated using the following assumptions for the years ended December 31, 2023, 2022 and 2021:


	Year Ended December 31,
	2023		2022		2021
Risk-free interest rate	3.9	%	3.0	%	0.9	%
Expected volatility	97.1	%	83.8	%	86.7	%
Expected term (in years)	5.7		5.5		6.0
Expected dividend yield	0	%	0	%	0	%

Risk-free Interest Rate: The risk-free interest rate is estimated based on the U.S. Treasury securities with maturity dates commensurate with the expected term of the equity award.

Volatility: The expected volatility in 2023 was determined based on the Company’s historical stock price volatility. In 2022 and 2021, the Company utilized the average historical stock price volatility of a peer group of publicly traded companies to represent its expected future stock price volatility, due to the insufficient trading history of the Company’s common stock. For purposes of identifying these peer companies, the Company considered the industry, stage of development, size and financial leverage of potential comparable companies. For each grant, the Company measured historical volatility over a period equivalent to the expected term.

Expected Term: The Company uses the simplified method prescribed in the ASC 718, Compensation—Stock Compensation, to calculate the expected term of options granted to employees and directors.

Expected Dividends: The Company has not paid and does not anticipate paying any dividends in the near future.

At December 31, 2023, 2022 and 2021, the unrecognized compensation expense associated with respect to options granted to employees was $4.5 million, $3.9 million and $5.9 million, respectively, and is expected to be recognized on a straight-line basis over 2.27, 2.44, and 2.69 years, respectively.

Facility Lease - Minimum rental commitments (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
As of December 31, 2022
Minimum rental commitments 2023
Lease payments due in one year		$ 1,391
Lease payments due in two years		1,434
Total lease payments		2,825
Less: imputed interest		(224)
Total		$ 2,601
As of December 31, 2023
Minimum rental commitments 2023
Lease payments due in one year	$ 1,434
Total lease payments	1,434
Less: imputed interest	(60)
Total	$ 1,374

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, 2020	$ 3	$ 295,281	$ 4	$ (223,140)	$ 72,148
Balance (in shares) at Dec. 31, 2020	28,372,634
Issuance of common stock upon exercise of Exchange Warrants (Shares)	(1,457,947)
Issuance of common stock upon follow-on public offering, net	$ 1	31,988			31,989
Issuance of common stock upon follow-on public offering, net (Shares)	9,783,660
Issuance of common stock in connection with at-the-market offering, net	$ 1	28,953			28,954
Issuance of common stock in connection with at-the-market offering, net (Shares)	6,609,605
Common stock issued on exercise of stock options		1,215			1,215
Common stock issued on exercise of stock options (in shares)	329,665
Stock-based compensation expense		4,232			4,232
Unrealized gain (loss) on marketable securities			(7)		(7)
Foreign currency translation adjustment			1,872		1,872
Net Income (Loss)				(43,241)	(43,241)
Balance at Dec. 31, 2021	$ 5	361,669	1,869	(266,381)	97,162
Balance (in shares) at Dec. 31, 2021	46,553,511
Stock-based compensation expense		2,692			2,692
Unrealized gain (loss) on marketable securities			(48)		(48)
Foreign currency translation adjustment			(2,384)		(2,384)
Net Income (Loss)				(41,307)	(41,307)
Balance at Dec. 31, 2022	$ 5	364,361	(563)	(307,688)	56,115
Balance (in shares) at Dec. 31, 2022	46,553,511
Issuance of common stock in connection with at-the-market offering, net		7,843			7,843
Issuance of common stock in connection with at-the-market offering, net (Shares)	2,461,903
Common stock issued on exercise of stock options		12			12
Common stock issued on exercise of stock options (in shares)	23,168
Stock-based compensation expense		2,147			2,147
Unrealized gain (loss) on marketable securities			66		66
Foreign currency translation adjustment			(470)		(470)
Net Income (Loss)				(27,029)	(27,029)
Balance at Dec. 31, 2023	$ 5	$ 374,363	$ (967)	$ (334,717)	$ 38,684
Balance (in shares) at Dec. 31, 2023	49,038,582

Facility Lease - Lease cost (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Operating lease cost
Operating lease costs	$ 1,224	$ 1,051	$ 1,046
Costs of non-lease components (previously common area maintenance)	420	351	396
Total operating lease cost	1,644	1,402	1,442
Other Information
Operating cash flows used for operating lease	$ 1,839	$ 1,695	$ 1,645
Remaining lease term	1 year 1 month 6 days	2 years 1 month 6 days	3 years 1 month 6 days
Discount rate	8.00%	8.00%	8.00%

Equity Method Investment - Summary Financial Information (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Schedule of Equity Method Investments [Line Items]
Current assets	$ 27,956	$ 43,664
Current liabilities	6,869	10,752
Stockholders' equity	38,684	56,115	$ 97,162	$ 72,148
Angel Pharmaceuticals
Schedule of Equity Method Investments [Line Items]
Current assets	17,628	29,062
Non-current assets	1,427	1,652
Current liabilities	1,725	6,293
Non-current liabilities	648	985
Stockholders' equity	$ 16,682	$ 23,436

- Definition

Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.

+ References

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+ Details

- Definition

Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold or consumed after one year or beyond the normal operating cycle, if longer.

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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

- Definition

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

+ References

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- Definition

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

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+ Details

Stock Option Plans (Tables)

12 Months Ended

Dec. 31, 2023

Stock Option Plans

Schedule of stock option activity

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, 2022	4,017,011	7,006,250	$	5.25
Additional shares authorized	1,862,000	—		—
Options granted	(2,543,500)	2,543,500		1.43
Options exercised	—	(23,168)		0.52
Options forfeited	282,432	(282,432)		6.67
Balance at December 31, 2023	3,617,943	9,244,150	$	4.17

Schedule of options outstanding and exercisable that had vested or were expected to vest

Options outstanding that had vested or were expected to vest at December 31, 2023 were as follows:


				Weighted
				Average	Aggregate
		Weighted		Remaining	Intrinsic
	Number	Average		Contractual	Value
	of shares	Exercise Price		Life (years)	(in thousands)
Vested	5,368,174	$	6.01	5.86	$	736
Expected to vest	3,875,976	$	1.62	9.08	$	1,451

Balance Sheet Components (Tables)

12 Months Ended

Dec. 31, 2023

Balance Sheet Components

Schedule of balance sheet components


	December 31,
	2023		2022
Prepaid and Other Current Assets
Interest receivable	$	37	$	45
Prepaid research and development manufacturing expenses		149		192
Prepaid facility expenses		196		182
Prepaid insurance		179		252
Other		220		102
	$	781	$	773
Property and Equipment
Laboratory equipment	$	2,678	$	2,673
Computer equipment and purchased software		171		142
Leasehold improvements		2,084		2,084
		4,933		4,899
Less: accumulated depreciation and amortization		(4,697)		(4,546)
	$	236	$	353
Accrued and Other Liabilities
Accrued clinical trial expense	$	2,302	$	2,934
Accrued manufacturing expense		675		3,254
Personnel related		684		1,113
Accrued legal and accounting		64		89
Other		245		158
	$	3,970	$	7,548

Organization

12 Months Ended

Dec. 31, 2023

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.

Presentation

The 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 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 convertible preferred stock were converted into common stock.

Follow-on Public Offering

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.

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. The Company had net losses of $27.0 million, $41.3 million, and $43.2 million for the years ended December 31, 2023, 2022, and 2021, respectively. The Company used net cash of $23.9 million, $27.0 million, and $36.7 million through its operating activities for the years ended December 31, 2023, 2022, and 2021, respectively. The Company had an accumulated deficit of $334.7 million and $307.7 million as of December 31, 2023 and 2022, respectively. 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 December 31, 2023, the Company had cash, cash equivalents and marketable securities of $27.1 million. The Company’s cash, cash equivalents and marketable securities are not sufficient to fund the Company’s planned operations for a period of 12 months from the date these 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, 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. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the date of the issuance of these consolidated financial statements. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The consolidated financial statements do not reflect any adjustments relating to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary if the Company is unable to continue as a going concern.

Exchange Warrants

On November 8, 2019, the Company entered into an exchange agreement (the “Exchange Agreement”) with an investor and its affiliates (the “Exchanging Stockholders”), pursuant to which the Company exchanged an aggregate of 1,458,000 shares of the Company’s common stock, par value $0.0001 per share, owned by the Exchanging Stockholders for pre-funded warrants (the “Exchange Warrants”) to purchase an aggregate of 1,458,000 shares of common stock (subject to adjustment in the event of any stock dividends and splits, reverse stock split, recapitalization, reorganization or similar transaction, as described in the Exchange Warrants), with an exercise price of $0.0001 per share. The Exchange Warrants were exercisable at any time prior to expiration except that the Exchange Warrants could not be exercised by the Exchanging Stockholders if, after giving effect thereto, the Exchanging Stockholders would have beneficially owned more than 9.99% of the Company’s common stock, subject to certain exceptions. In accordance with Accounting Standards Codification Topic 505, Equity, and Accounting Research Bulletin 43, the Company recorded the retirement of the common stock exchanged as a reduction of common shares outstanding and elected to record the excess over par value as a debit to additional paid-in-capital at the fair value of the Exchange Warrants on the issuance date. The Exchange Warrants were classified as equity in accordance with Accounting Standards Codification Topic 480, Distinguishing Liabilities from Equity, and Accounting Standards Codification Topic 815, Derivatives and Hedging, and the fair value of the Exchange Warrants was recorded as a credit to additional paid-in capital and is not subject to remeasurement. The Company determined that the fair value of the Exchange Warrants was substantially similar to the fair value of the retired shares on the issuance date due to the negligible exercise price for the Exchange

Warrants.

In September 2021, the Exchange Warrants were fully exercised, resulting in the issuance of 1,457,947 shares of common stock on a net exercise basis.

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

Common Stock (Tables)

12 Months Ended

Dec. 31, 2023

Common Stock

Schedule of shares of common stock reserved for issuance

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


	December 31,
	2023	2022	2021
Shares available for future option grants	3,617,943	4,017,011	2,806,953
Outstanding options	9,244,150	7,006,250	6,354,308
Shares reserved for employee stock purchase plan	400,000	400,000	400,000
Total	13,262,093	11,423,261	9,561,261

Related Party Transactions

12 Months Ended

Dec. 31, 2023

Related Party Transactions

Related Party Transactions

14. Related Party Transactions

The following aggregate number of shares of common stock were sold to the Company’s owners of more than 10% of our common stock, directors, or executive officers during the February 2021 underwritten public offering:


	Number of		Aggregate
		Shares of	Purchase
	Common Stock		Price
Owners of More Than 10% of Our Common Stock
OrbiMed Advisors LLC (1)		1,285,714	$	4,499,999
Board of Directors
Richard A. Miller, M.D.		100,000		350,000

(1)	Peter Thompson, M.D., a member of our Board of Directors since November 2014, is a Member of OrbiMed Advisors, LLC.

As more fully described in Note 5, the Company holds a 49.7% ownership in Angel Pharmaceuticals 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 years ended December 31, 2023 and 2022, the Company billed Angel for approximately $0.0 million and $0.1 million in internal personnel costs, respectively, and $0.1 million and $1.3 million in third-party costs, respectively. Of the third-party costs billed to Angel in the year ending December 31, 2022, approximately $0.5 million were associated with clinical drug supply manufactured and expensed in prior years. The remaining $0.1 million and $0.8 million in third-party costs were primarily associated with clinical drug supply passthrough costs incurred during the years ended December 31, 2023 and 2022, respectively, and did not have an impact on the Company’s consolidated statements of operations.

In addition to the provision of clinical supplies to Angel Pharmaceuticals, Angel Pharmaceuticals may provide clinical supplies and research services to the Company on an as needed basis. These transactions are recorded as research and development expense. During the years ended December 31, 2023 and 2022, Angel Pharmaceuticals billed the Company for approximately $0.2 million and $0.2 million, respectively, associated with clinical drug supply and research services provided to the Company.

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 years ended December 31, 2023 and 2022, the Company recorded approximately $254,000 and $429,000, 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
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-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 2
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
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-Paragraph 1
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Commitments and Contingencies

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies

Commitments and Contingencies

13. 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 12.

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.

Document and Entity Information - USD ($) $ in Millions	12 Months Ended
Document and Entity Information - USD ($) $ in Millions	Dec. 31, 2023	Mar. 19, 2024	Jun. 30, 2023
Document And Entity Information
Document Annual Report	true
Document Transition Report	false
Document Type	10-K
Document Period End Date	Dec. 31, 2023
Entity Registrant Name	Corvus Pharmaceuticals, Inc.
Entity Tax Identification Number	46-4670809
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity File Number	001-37719
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	863 Mitten Road, 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
Entity Public Float			$ 84.2
Title of 12(b) Security	Common Stock
Security Exchange Name	NASDAQ
Trading Symbol	CRVS
Entity Common Stock, Shares Outstanding		49,038,582
Auditor Name	PricewaterhouseCoopers LLP
Auditor Firm ID	238
Auditor Location	San Jose, California
Entity Central Index Key	0001626971
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Amendment Flag	false
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false

Fair Value Measurements - Recurring (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Assets
Maximum remaining maturity of marketable securities	11 months
Recurring
Assets
Cash equivalents	$ 12,280	$ 11,942
Marketable securities	14,529	29,144
Total Assets	26,809	41,086
Recurring \| Level 1
Assets
Cash equivalents	12,280	11,942
Marketable securities	10,356	22,001
Total Assets	22,636	33,943
Recurring \| Level 2
Assets
Marketable securities	4,173	7,143
Total Assets	$ 4,173	$ 7,143

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
CONSOLIDATED BALANCE SHEETS
Preferred stock, par value (in dollars per share)	$ 0.0001
Preferred stock, shares authorized	10,000,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Common stock, par value (in dollars per share)	$ 0.0001
Common stock, shares authorized	290,000,000
Common stock, shares issued	49,038,582	46,553,511
Common stock, shares outstanding	49,038,582	46,553,511

Balance Sheet Components - Prepaid and Other Current Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Prepaid and Other Current Assets
Interest receivable	$ 37	$ 45
Prepaid research and development manufacturing expenses	149	192
Prepaid facility expenses	196	182
Prepaid insurance	179	252
Other	220	102
Total of prepaid and other current assets	$ 781	$ 773

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Operating expenses:
Research and development	$ 16,526	$ 24,468	$ 29,115
General and administrative	6,881	8,097	9,515
Total operating expenses	23,407	32,565	38,630
Loss from operations	(23,407)	(32,565)	(38,630)
Interest income and other expense, net	1,584	654	(15)
Gain on sale of property and equipment		22
Sublease income - related party	78	587	235
Loss from equity method investment	(5,284)	(10,005)	(4,831)
Net loss	$ (27,029)	$ (41,307)	$ (43,241)
Net loss per share, basic	$ (0.56)	$ (0.89)	$ (1.03)
Net loss per share, diluted	$ (0.56)	$ (0.89)	$ (1.03)
Shares used to compute net loss per share, basic	48,025,274	46,553,511	41,854,110
Shares used to compute net loss per share, diluted	48,025,274	46,553,511	41,854,110
Other comprehensive loss:
Unrealized gain (loss) on marketable securities	$ 66	$ (48)	$ (7)
Cumulative foreign currency translation adjustment	(470)	(2,384)	1,872
Comprehensive loss	$ (27,433)	$ (43,739)	$ (41,376)

Stock-Based Compensation - Expense Allocation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Stock-based compensation
Stock-based compensation expense	$ 2,147	$ 2,692	$ 4,232
Research and development
Stock-based compensation
Stock-based compensation expense	755	1,039	2,161
General and administrative
Stock-based compensation
Stock-based compensation expense	$ 1,392	$ 1,653	$ 2,071

Equity Method Investment

12 Months Ended

Dec. 31, 2023

Equity Method Investment

Equity Method Investment

5. Equity Method Investment

In August 2020, the Company established Angel Pharmaceuticals Co. Ltd. (“Angel”), a wholly-owned corporate venture in the People’s Republic of China (“China”) designed to develop, manufacture, and commercialize soquelitinib, ciforadenant and mupadolimab compounds for distribution within the countries of China, Taiwan, Macao, and Hong Kong (collectively, the “Territories”) based on intellectual property licenses to be contributed to Angel by the Company.

In October 2020, Angel raised financing from third-party investors, the licenses were entered into and the Company’s ownership interest was reduced to 53.2%. Under the license agreements, the Company is required to provide manufacturing supply services for future supply of drug products for use in clinical trials, research and development, operational support, and participate in the joint steering committee which oversees the development and commercialization of the compounds. Angel is not required to make any payments to the Company regarding the licensed compounds or the additional services outlined in the agreement. Pursuant to the terms of the agreement, during the Exclusive Grant Back Period, Angel grants to Corvus an exclusive, fully paid-up and sublicensable license for sole and jointly owned IP. After the 7 year Exclusive Grant Back Period, the licenses for sole and jointly owned IP that Angel grants to the company will be non-exclusive, fully paid, and sublicensable.

As a result of the financing, the Company reassessed its interest in Angel and determined that while Angel is a VIE, the Company is not considered the primary beneficiary of such VIE since Corvus does not have the power, through voting or similar rights and the license agreements, to direct the activities of Angel that most significantly impact Angel’s economic performance. Further, the Company determined that as it has a significant influence over Angel, and, therefore, it shall account for its investment in Angel using the equity method starting in October 2020, the date it lost control over Angel. At the date of loss of control, the Company derecognized all of Angel’s assets and liabilities from its balance sheet, recognized the retained equity interest at its fair value of $37.5 million, and recognized a gain of $37.5 million, which is included in gain on deconsolidation of Angel Pharmaceuticals on the consolidated statement of operations for the year ended December 31, 2020.

As of 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 ESOP. The Company recognized its share of losses in Angel for the total amount of $5.3 million, $10.0 million and $4.8 million as loss from equity method investment on the consolidated statement of operations for the years ended December 31, 2023, 2022 and 2021, respectively. Since inception through December 31, 2023, Angel has not recorded any revenue.

The Company evaluates its equity method investment in Angel for impairment whenever events or changes in circumstances indicate that the carrying amount of the investment might not be recoverable. For further discussion of the

Company’s impairment policy, see Note 2.

Summary Financial Information

Summary financial information for Angel Pharmaceuticals is as follows:


		As of		As of
Balance Sheet Data	December 31, 2023		December 31, 2022

	(in thousands)
Current assets	$	17,628	$	29,062
Non-current assets		1,427		1,652
Current liabilities		1,725		6,293
Non-current liabilities		648		985
Stockholders' equity		16,682		23,436



	Year Ended December 31,
Statement of Operations Data	2023		2022		2021

	(in thousands)
Revenue	$	—	$	—	$	—
Gross Profit		—		—		—
Net loss		6,213		(11,846)		(5,697)
Share of loss from investments accounted for using the equity method		(5,284)		(10,005)		(4,831)

Income Taxes - Components of Earnings Before Income Tax and Income Tax Benefits (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest [Abstract]
Domestic	$ (27,029,000)	$ (41,307,000)	$ (43,241,000)
Net income (loss) before income tax	(27,029,000)	(41,307,000)	(43,241,000)
Income Tax Expense (Benefit), Continuing Operations, by Jurisdiction [Abstract]
Income tax benefits	$ 0	$ 0	$ 0

- Definition

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

+ References + Details

Stock Option Plans

12 Months Ended

Dec. 31, 2023

Stock Option Plans

Stock Option Plans

9. 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 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, 2022	4,017,011	7,006,250	$	5.25
Additional shares authorized	1,862,000	—		—
Options granted	(2,543,500)	2,543,500		1.43
Options exercised	—	(23,168)		0.52
Options forfeited	282,432	(282,432)		6.67
Balance at December 31, 2023	3,617,943	9,244,150	$	4.17

The weighted average grant date fair value of options granted for the years ended December 31, 2023, 2022 and 2021, was $1.12, $0.69 and $1.93, respectively.

Options outstanding that had vested or were expected to vest at December 31, 2023 were as follows:


				Weighted
				Average	Aggregate
		Weighted		Remaining	Intrinsic
	Number	Average		Contractual	Value
	of shares	Exercise Price		Life (years)	(in thousands)
Vested	5,368,174	$	6.01	5.86	$	736
Expected to vest	3,875,976	$	1.62	9.08	$	1,451

In the table above, aggregate intrinsic value represents the difference between the exercise price of the options to purchase common stock and the fair value of the Company’s common stock of $1.76 per share as of December 31, 2023.

The aggregate intrinsic value of stock options exercised in the years ended December 31, 2023, 2022 and 2021, was less than $0.1 million, $0.0 million and $1.0 million, respectively.

The total fair value of options that vested in the year ended December 31, 2023, 2022 and 2021, was $2.1 million, $2.8 million, and $4.5 million, respectively.

Income Taxes - Unrecognized tax benefits (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Summary of unrecognized tax benefits
Unrecognized tax benefits beginning of the period	$ 12,720,000	$ 12,504,000	$ 12,157,000
Decrease related to the prior year	(119,000)
Increased related to the current year	222,000	216,000	347,000
Unrecognized tax benefits, end of the period	12,823,000	12,720,000	12,504,000
Income Tax Examinations, Penalties and Interest Accrued
Income tax - accrual for interest or penalties	0	0	0
Unrecognized tax benefits that would impact effective tax rate	0	0	0
Federal or State income tax examinations	$ 0	$ 0	$ 0

Related Party Transactions (Details)		1 Months Ended				12 Months Ended
Related Party Transactions (Details)	Apr. 26, 2016 $ / shares shares	Sep. 30, 2021 shares	Aug. 31, 2021 ft²	Feb. 28, 2021 USD ($) $ / shares shares	Mar. 31, 2018 USD ($) $ / shares shares	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Oct. 31, 2020
Public Offerings
Issuance of common stock \| shares		1,457,947
Proceeds from sale of stock								$ 31,989,000
Owners of More Than 5% of Our Common Stock or Board of Directors
Area of property subleased \| ft²			7,585
Sublease income - related party						$ 78,000	$ 587,000	$ 235,000
Angel Pharmaceuticals
Related Party Transactions
Clinical drug supplies						200,000	200,000
Owners of More Than 5% of Our Common Stock or Board of Directors
Internal personnel costs						0.0	100,000
Third-party costs						100,000	1,300,000
Third-party costs expensed in prior years						500,000
Third-party costs expensed in current years						100,000	800,000
Sublease income - related party						100,000	600,000
Angel Pharmaceuticals \| Burlingame, California Office
Owners of More Than 5% of Our Common Stock or Board of Directors
Area of property subleased \| ft²			7,585
Sublease income - related party						100,000	600,000
ICON plc
Owners of More Than 5% of Our Common Stock or Board of Directors
Clinical trial expense						$ 254,000	$ 429,000
Follow-on Public Offering
Public Offerings
Issuance of common stock \| shares				9,783,660	8,117,647
Share offering price \| $ / shares				$ 3.50	$ 8.50
Proceeds from sale of stock				$ 32,000,000.0	$ 64,900,000
Follow-on Public Offering \| Orbimed Advisors LLC
Public Offerings
Issuance of common stock \| shares				1,285,714
Owners of More Than 5% of Our Common Stock or Board of Directors
Aggregate Purchase Price				$ 4,499,999
Follow-on Public Offering \| Richard A. Miller, M.D.
Public Offerings
Issuance of common stock \| shares				100,000
Owners of More Than 5% of Our Common Stock or Board of Directors
Aggregate Purchase Price				$ 350,000
Over-Allotment Option
Public Offerings
Issuance of common stock \| shares	502,618			1,212,231	1,058,823
Share offering price \| $ / shares	$ 15.00
Angel Pharmaceuticals
Related Party Transactions
Ownership interest (as percent)						49.70%	49.70%		53.20%

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2023

Fair Value Measurements

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


	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


	December 31, 2022
	Fair Value Measured Using						Total
	(Level 1)		(Level 2)		(Level 3)		Balance
Assets
Cash equivalents	$	11,942	$	—	$	—	$	11,942
Marketable securities		22,001		7,143		—		29,144
	$	33,943	$	7,143	$	—	$	41,086

Schedule of fair value of available for sale marketable securities

As of December 31, 2023 and 2022, the fair value of available for sale marketable securities by type of security were as follows (in thousands):


	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


	December 31, 2022
			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value
U.S. Treasury securities	$	22,020	$	4	$	(23)	$	22,001
U.S. Government agency securities		7,175		—		(32)		7,143
	$	29,195	$	4	$	(55)	$	29,144

Net Loss per Share - Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Numerator:
Net loss - basic and diluted	$ (27,029)	$ (41,307)	$ (43,241)
Denominator:
Weighted average common shares outstanding	48,025,274	46,553,511	41,854,110
Weighted average diluted shares outstanding	48,025,274	46,553,511	41,854,110
Net loss per share, basic	$ (0.56)	$ (0.89)	$ (1.03)
Net loss per share, diluted	$ (0.56)	$ (0.89)	$ (1.03)

- Definition

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

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- Definition

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

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+ Details

- Definition

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

+ References

+ Details

License and Collaboration Agreements

12 Months Ended

Dec. 31, 2023

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 CPI-006. 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 in 2015 and is also obligated to pay a minimum annual fee to Scripps of $25,000. The one-time cash payment was recorded as research and development expense as technological feasibility of the asset had not been established and there was no alternative future use. A minimum annual fee payment is due on each anniversary of the effective date of the agreement 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 $2.5 million. The Company is also required to pay royalties on net sales of licensed products (including CPI-006) 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 year ended December 31, 2023, 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 December 31, 2023. 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 year ended December 31, 2023, no development or sales milestones were completed or paid to Monash and the aggregate potential milestones were $45.1 million as of December 31, 2023. 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.

Balance Sheet Components

12 Months Ended

Dec. 31, 2023

Balance Sheet Components

Balance Sheet Components

7. Balance Sheet Components (in thousands):


	December 31,
	2023		2022
Prepaid and Other Current Assets
Interest receivable	$	37	$	45
Prepaid research and development manufacturing expenses		149		192
Prepaid facility expenses		196		182
Prepaid insurance		179		252
Other		220		102
	$	781	$	773
Property and Equipment
Laboratory equipment	$	2,678	$	2,673
Computer equipment and purchased software		171		142
Leasehold improvements		2,084		2,084
		4,933		4,899
Less: accumulated depreciation and amortization		(4,697)		(4,546)
	$	236	$	353
Accrued and Other Liabilities
Accrued clinical trial expense	$	2,302	$	2,934
Accrued manufacturing expense		675		3,254
Personnel related		684		1,113
Accrued legal and accounting		64		89
Other		245		158
	$	3,970	$	7,548

During the years ended December 31, 2023, 2022, and 2021, the Company recorded $0.2 million, $0.4 million and $0.5 million in depreciation expense, respectively.

Subsequent Events

12 Months Ended

Dec. 31, 2023

Subsequent Event

Subsequent Event

15. Subsequent Events

The Company has evaluated subsequent events through the filing of this Annual Report on Form 10-K and determined that there have been no events that have occurred that would require adjustments to its disclosures in the consolidated financial statements.

Stock Option Plan - Vested or Expected to Vest (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Options outstanding and exercisable
Vested, Number of Shares (in shares)	5,368,174
Vested, Weighted Average Exercise Price (in dollars per share)	$ 6.01
Vested, Weighted Average Remaining Contractual Life	5 years 10 months 9 days
Vested, Aggregate Intrinsic Value	$ 1,995
Expected to vest, Number of Shares (in shares)	3,875,976
Expected to vest, Weighted Average Exercise Price (in dollars per share)	$ 1.62
Expected to vest, Weighted Average Remaining Contractual Life	9 years 29 days
Expected to vest, Aggregate Intrinsic Value	$ 1,451
Fair value of common stock (in dollars per share)	$ 1.76
Aggregate intrinsic value of stock options exercised	$ 100	$ 0	$ 1,000
Fair value of options vested	$ 2,100	$ 2,800	$ 4,500

Net Loss per Share (Tables)

12 Months Ended

Dec. 31, 2023

Net Loss per Share

Schedule of net loss per share, basic and diluted

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



	Year Ended December 31,
	2023		2022		2021
Numerator:
Net loss - basic and diluted	$	(27,029)	$	(41,307)	$	(43,241)
Denominator:
Weighted average common shares outstanding		48,025,274		46,553,511		41,854,110
Less: weighted average common shares subject to repurchase		—		—		—
Weighted average common shares outstanding used to compute basic and diluted net loss per share		48,025,274		46,553,511		41,854,110
Net loss per share, basic and diluted	$	(0.56)	$	(0.89)	$	(1.03)

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

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

Equity Method Investment (Details) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
Equity Method Investment (Details) - USD ($) $ in Thousands	Oct. 31, 2020	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Schedule of Equity Method Investments [Line Items]
Loss from equity method investment		$ 5,284	$ 10,005	$ 4,831
Net Income (Loss)		$ (27,029)	$ (41,307)	(43,241)
Angel Pharmaceuticals
Schedule of Equity Method Investments [Line Items]
Ownership interest (as percent)	53.20%	49.70%	49.70%
Exclusive grant back period	7 years
Equity reserved (as percent)			7.00%
Investment in Angel, fair value	$ 37,500
Gain on deconsolidation of Angel Pharmaceuticals	$ 37,500
Loss from equity method investment		$ 5,300	$ 10,000	4,800
Net Income (Loss)		6,213	(11,846)	(5,697)
Share of loss from investments accounted for using the equity method		$ (5,284)	$ (10,005)	$ (4,831)

Organization - Public Offerings (Details) - USD ($) $ / shares in Units, $ in Thousands				1 Months Ended			12 Months Ended
	Nov. 08, 2019	Apr. 26, 2016	Mar. 29, 2016	Sep. 30, 2021	Feb. 28, 2021	Mar. 31, 2018	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Public Offerings
Proceeds from sale of stock									$ 31,989
Net cash used in operating activities							$ 23,935	$ 27,023	36,715
Net loss							27,029	41,307	$ 43,241
Accumulated deficit							334,717	$ 307,688
Cash, cash equivalents and short-term marketable securities							$ 27,100
Issuance of common stock				1,457,947
Common stock, par value (in dollars per share)							$ 0.0001
Exchange Warrants
Public Offerings
Issuance of common stock	1,458,000
Common stock, par value (in dollars per share)	$ 0.0001
Exchange warrants issued	1,458,000
Warrant exercise price	$ 0.0001
Percentage of shares owned by exchanging shareholders	9.99%
Follow-on Public Offering
Public Offerings
Share offering price					$ 3.50	$ 8.50
Proceeds from sale of stock					$ 32,000	$ 64,900
Issuance of common stock					9,783,660	8,117,647
Over-Allotment Option
Public Offerings
Share offering price		$ 15.00
Issuance of common stock		502,618			1,212,231	1,058,823
IPO
Public Offerings
Share offering price			$ 15.00
Net proceeds from IPO		$ 70,600
Issuance of common stock			4,700,000

Net Loss per Share - Anti-Dilutive Securities (Details) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
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	9,244,150	7,006,250	6,354,308

Common Stock

12 Months Ended

Dec. 31, 2023

Common Stock

Common Stock

8. Common Stock

As of December 31, 2023, 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 December 31, 2023, no dividends on common stock had been declared.

On March 28, 2023, the Company entered into an open market sale agreement (the “2023 Sales Agreement”) with Jefferies to sell shares of the Company’s common stock, from time-to-time, with aggregate gross sales proceeds of up to $90,000,000, 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 2023 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 equal to 3.0% of the gross proceeds of any shares of common stock sold through Jefferies under the 2023 Sales Agreement.

During the year ended December 31, 2023, the Company sold 2,461,903 shares of common stock under its at-the-market offering program resulting in net proceeds of $7.8 million. As of December 31, 2023, $81.9 million remained available for sale under the 2023 Sales Agreement.

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


	December 31,
	2023	2022	2021
Shares available for future option grants	3,617,943	4,017,011	2,806,953
Outstanding options	9,244,150	7,006,250	6,354,308
Shares reserved for employee stock purchase plan	400,000	400,000	400,000
Total	13,262,093	11,423,261	9,561,261

- Definition

The entire disclosure for equity.

+ References

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+ Details