0000950170-24-096626 | 10-Q | XBRL Viewer

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Asset Acquisition and Private Placement with a Related Party - Summary of Total Consideration (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2024 USD ($)
Asset Acquisition [Abstract]
Equity consideration	$ 41,867
Settlement of pre-existing loan	5,036
Direct transaction costs	5,849
Total consideration	$ 52,752

Stock-Based Compensation

6 Months Ended

Jun. 30, 2024

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

8. Stock-Based Compensation

2019 Plan

In 2019, the Company adopted the 2019 Equity Incentive Plan (the 2019 Plan). The 2019 Plan provided for the Company to grant qualified stock options, non-qualified stock options, and restricted stock awards to employees, non-employee directors and consultants of the Company under terms and provisions established by the Company’s board of directors. Under the terms of the 2019 Plan, options were granted at an exercise price no less than fair value of the Company’s common stock on the grant date, except in certain cases related to employees outside of the U.S. Option awards granted typically had 10-year terms measured from the option grant date. While no shares are available for future issuance under the 2019 Plan, it continues to govern outstanding equity awards granted thereunder.

2021 Plan and ESPP

The compensation committee of the Company’s board of directors adopted and the Company’s stockholders approved the 2021 Equity Incentive Plan (the 2021 Plan) and the 2021 Employee Stock Purchase Plan (the ESPP), which became effective in August 2021. The 2021 Plan provides for the grant of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock units, stock appreciation rights and other stock-based awards. The Company’s employees, officers, directors and consultants are eligible to receive awards under the 2021 Plan. Under the terms of the 2021 Plan, options are granted at an exercise price no less than fair value of the Company’s common stock on the grant date, except in certain cases related to significant corporate transactions. Option awards granted typically have 10-year terms measured from the option grant date. As of June 30, 2024, the total number of shares authorized for issuance under the 2021 Plan was 7,010,850. Any shares that are returned under the 2019 Plan as a result of cancellation or forfeiture become available under the 2021 Plan. Further, the number of shares of common stock reserved for issuance under the 2021 Plan automatically increases on January 1 of each year, beginning on January 1, 2022, and continuing through and including January 1, 2031, by 5% of the total number of shares of common stock outstanding on December 31 of the immediately preceding calendar year, or a lesser number of shares determined by the Company’s board of directors prior to the applicable January 1st.

The ESPP allows employees, including executive officers, to contribute up to 15% of their earnings, subject to certain limitations, for the purchase of the Company’s common stock at a price per share equal to the lower of (a) 85% of the fair market value of a share of common stock on the first day of the offering period, or (b) 85% of the fair market value of a share of common stock on the last day of the offering period. As of June 30, 2024, there were 1,064,225 shares of common stock reserved for future issuance under the ESPP. The number of shares of common stock reserved for issuance under the ESPP will automatically increase on January 1 of each calendar year, beginning on January 1, 2022 and continuing through and including January 1, 2031, by the lesser of (1) 1% of the total number of shares of the Company’s common stock outstanding on December 31 of the preceding calendar year or (2) a number of shares determined by the Company’s board of directors. Shares subject to purchase rights granted under the ESPP that terminate without having been exercised in full will not reduce the number of shares available for issuance under the ESPP.

As of June 30, 2024, no shares have been granted or purchased under the ESPP.

Stock Options

Awards with vesting conditions under both plans typically include either: (i) vesting 25% on the first anniversary of the grant date with the remainder vesting monthly over the following three years or (ii) monthly vesting over four years.

The activity for stock options is as follows:


	Options Outstanding			Weighted Average Exercise Price		Weighted Average Remaining Contract Terms (in years)		Aggregate Intrinsic Values (in thousands)
Balance as of December 31, 2023		4,586,476		$	5.40		2.28	$	1,060
Options granted		935,100			7.55
Options cancelled and forfeited		(427,892	)		7.59
Options exercised		(2,259,503	)		3.84				5,415
Balance as of June 30, 2024		2,834,181		$	7.02		5.93	$	2,788
Vested and expected to vest, June 30, 2024		2,834,181		$	7.02		5.93	$	2,788
Options exercisable as of June 30, 2024		1,545,134		$	7.21		3.04	$	1,809

The aggregate intrinsic value disclosed in the above table is based on the difference between the exercise price of the stock option and the fair value of the Company’s common stock as of the respective period-end dates. The weighted-average grant date fair value of stock options granted during the six months ended June 30, 2024 and 2023 was $6.93 and $2.25 per share, respectively.

The Black-Scholes option pricing model for employee and nonemployee stock options incorporates the following assumptions:

•

Fair Value of Common Stock — The fair value of each share of common stock is based on the closing price of the Company’s common stock on the date of grant as reported on the Nasdaq Global Market.

•

Volatility — The expected stock price volatilities are estimated based on the historical and implied volatilities of comparable publicly traded companies as the Company does not have sufficient history of trading in its common stock.

•

Risk-free Interest Rate — The risk-free interest rates are based on US Treasury yields in effect at the grant date for notes with comparable terms as the awards.

•

Expected Term — The expected term represents the period that the Company’s stock options are expected to be outstanding and is determined using the simplified method (based on the mid-point between the vesting date and the end of the contractual term).

•

Dividend Yield — The expected dividend yield assumption is based on the Company’s current expectations about its anticipated dividend policy.

The fair value of the Company’s stock option awards was estimated at the date of grant using a Black-Scholes option pricing model with the following assumptions for the six months ended June 30, 2024 and 2023:


	Six Months Ended June 30,
	2024	2023
Expected term (in years)	5.50 - 6.08	5.50
Expected volatility	136.07% - 139.57%	92.90%
Risk-free interest rate	4.28% - 4.32%	3.69%
Expected dividend yield	0.00%	0.00%

Restricted Stock

The Company has: (i) restricted stock awards with service conditions that vest 25% on the first anniversary of the grant date and the remainder vesting monthly over the following three years, (ii) restricted stock units (RSUs) with service conditions that vest quarterly over a two year or two-and-a-half-year period, or vest 25% annually over a four year period, and (iii) RSUs with performance-based vesting conditions. The restricted stock awards are subject to repurchase by the Company at the original purchase price in the event that the award recipient’s employment or relationship is terminated prior to the shares vesting.

Upon the closing of the Acquisition, the Company granted a total of 803,000 RSUs to certain consultants. Of these RSUs, 401,500 are subject to service conditions, with 50% of such RSUs vesting on January 1, 2025, 25% of such RSUs vesting on March 27, 2025 and the remaining 25% of such RSUs vesting on June 27, 2025. The remaining 401,500 RSUs will vest subject to the satisfaction of performance conditions, including the achievement of specific operational milestones before September 30, 2025 (Performance-Based RSUs). For the Performance-Based RSUs, no stock-based compensation expense has been recognized because the vesting conditions are not probable of being achieved.

The activity for restricted stock awards and units is as follows:


	Number of Shares			Weighted-Average Grant Date Fair Value
Unvested at December 31, 2023		149,975		$	6.03
Granted		1,141,000			7.27
Vested		(57,032	)		5.70
Unvested at June 30, 2024		1,233,943		$	7.18

Modifications & Accelerations

Certain equity awards are subject to provisions in which the vesting of these awards is automatically accelerated upon the occurrence of events such as an involuntary termination in connection with a reduction in force. Further, in connection with the restructuring plan approved by the Company’s board of directors in February 2023 (the Restructuring Plan), the Company modified the terms of certain equity awards for impacted employees including partial or full acceleration of vesting of stock options and restricted stock awards upon separation and extension of exercise periods for stock options post-separation.

As a result of: (i) the contractual acceleration and (ii) the discretionary modification of equity awards in connection with the Restructuring Plan, the Company recorded incremental stock-based compensation expense of $9.2 million for the six months ended June, 2023, of which $0.5 million and $8.7 million is included in research and development expense and general and administrative expense, respectively.

Stock-Based Compensation

The following table sets forth stock-based compensation expense for stock options, restricted stock awards, and restricted stock units included in the Company’s condensed consolidated statements of operations and comprehensive loss (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Research and development expense	$	287	$	427	$	556	$	1,459
General and administrative expense		225		350		421		9,489
Total stock-based compensation expense	$	512	$	777	$	977	$	10,948

As of June 30, 2024, there was $7.7 million of total unrecognized compensation cost related to unvested stock options, which is expected to be recognized over a weighted average period of 3.43 years. Further, there was $5.8 million of unrecognized compensation cost related to unvested restricted stock awards and RSUs, which is expected to be recognized over a weighted average period of 2.08 years.

Commitments and Contingencies - Additional Information (Details)		3 Months Ended		6 Months Ended
	Nov. 30, 2021 SquareFeet	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Jul. 31, 2023 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Operating lease, term of contract	39 months
Right of use asset impairment loss			$ 200,000
Operating lease sublease payment						$ 200,000
Operating lease, total space of the office \| SquareFeet	5,000
Additional operating lease, term of contract	3 years
Weighted-average lease term		7 months 6 days		7 months 6 days
Weighted-average incremental borrowing rate		7.50%		7.50%
Rent expense		$ 100,000	$ 100,000	$ 100,000	$ 200,000
Sublease income		$ 33,000		$ 66,000

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash flows from operating activities:
Net loss	$ (56,586)	$ (27,510)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation	977	10,948
Right-of-use asset impairment	0	180
Non-cash operating lease expense	178	232
Accretion of discounts and amortization of premiums on investments, net	(63)	(1,232)
In-process research and development, related party	51,659	0
Foreign currency (gain) loss from remeasurement	9	(630)
Changes in operating assets and liabilities:
Prepaid expenses and other assets	2,425	(784)
Long-term assets	15	(1,528)
Accounts payable	(1,160)	128
Accrued liabilities	326	(2,792)
Accounts payable and accrued liabilities, related party	5	0
Operating lease liabilities	(249)	(209)
Long-term liabilities	(22)	55
Net cash used in operating activities	(2,486)	(23,142)
Cash flow from investing activities:
Issuance of promissory loan in connection with asset acquisition	(5,000)	0
Cash paid in connection with asset acquisition, net of cash acquired	(4,645)	0
Purchase of marketable securities	0	(55,985)
Proceeds from maturities of marketable securities	13,751	60,181
Net cash provided by investing activities	4,106	4,196
Cash flows from financing activities
Proceeds from issuance of common stock in private placement, net of issuance costs	119,750	0
Proceeds from the exercise of stock options	8,667	25
Net cash provided by financing activities	128,417	25
Effect of exchange rate changes on cash and cash equivalents	(9)	630
Net change in cash and cash equivalents	130,028	(18,291)
Cash and cash equivalents at beginning of period	93,112	43,585
Cash and cash equivalents at end of period	223,140	25,294
Supplemental disclosure of cash operating activities:
Cash paid for leases included in operating cash outflows	263	244
Supplemental disclosure of non-cash investing and financing activities:
Issuance of common stock in exchange for in-process research and development	41,867	0
Settlement of promissory loan in connection with asset acquisition	5,036	0
Right-of-use assets obtained in exchange for lease liabilities	$ 0	$ 313

Asset Acquisition and Private Placement with a Related Party (Additional Information) (Details) - USD ($) $ / shares in Units, $ in Thousands				3 Months Ended		6 Months Ended
	Jun. 27, 2024	May 31, 2024	Apr. 10, 2024	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Asset Acquisition [Line Items]
Issuance of common stock in private placement, net of issuance costs						$ 119,750	$ 0
Total consideration						52,752
Acquired in-process research and development, related party				$ 51,659	$ 0	51,659	0
Issuance of promissory loan in connection with asset acquisition						(5,000)	$ 0
Note Purchase Agreement [Member]
Asset Acquisition [Line Items]
Aggregate principal amount		$ 15,000
Issuance of promissory loan in connection with asset acquisition		$ (5,000)
Interest rate		6.00%
Related Party [Member] \| Common Stock [Member]
Asset Acquisition [Line Items]
Issuance of common stock				5,560,047
Private Placement [Member]
Asset Acquisition [Line Items]
Issuance of common stock in private placement, net of issuance costs				$ 119,750		119,700
Private Placement [Member] \| Common Stock [Member]
Asset Acquisition [Line Items]
Issuance of common stock				31,238,282
Issuance of common stock in private placement, net of issuance costs				$ 3
Private Placement [Member] \| Related Party [Member] \| Common Stock [Member]
Asset Acquisition [Line Items]
Issuance of common stock				5,560,047
Acquisition Agreement [Member]
Asset Acquisition [Line Items]
Total consideration						$ 52,800
Share price	$ 7.53
Acquisition Agreement [Member] \| Private Placement [Member]
Asset Acquisition [Line Items]
Issuance of common stock			31,238,282
Acquisition percentage	43.90%
Issuance of common stock in private placement, net of issuance costs	$ 120,000
Offering Cost	$ 300

Stock-Based Compensation - Summary of Assumptions Used in Black-Scholes Model (Details)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected term (in years)		5 years 6 months
Expected volatility		92.90%
Risk-free interest rate		3.69%
Dividend yield	0.00%	0.00%
Minimum [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected term (in years)	5 years 6 months
Expected volatility, Minimum	136.07%
Risk-free interest rate, Minimum	4.28%
Maximum [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected term (in years)	6 years 29 days
Expected volatility, Minimum	139.57%
Risk-free interest rate, Minimum	4.32%

- Definition

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

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+ Details

Investments (Tables)

6 Months Ended

Jun. 30, 2024

Investments [Abstract]

Investments consists of available-for-sale securities

investments consisted of the following available-for-sale securities (in thousands):


	December 31, 2023

	Amortized Cost		Unrealized Loss			Estimated Fair Value
Short-term marketable securities:
U.S. Treasury securities	$	8,962	$	—		$	8,962
U.S. government agency debt securities		4,726		(2	)	$	4,724
Total short-term marketable securities	$	13,688	$	(2	)	$	13,686

Investments in a continual unrealized loss position

investments in a continual unrealized loss position for less than 12 months consist of the following (in thousands):


	December 31, 2023
	Fair Value
U.S. Treasury securities	$	5,967
U.S government agency debt securities		2,234
Total available-for-sale securities	$	8,201

- Definition

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

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Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
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-SubTopic 10
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-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
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-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-3

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-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-3

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
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Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-3

+ Details

Certain Balance Sheet Accounts (Tables)

6 Months Ended

Jun. 30, 2024

Balance Sheet Related Disclosures [Abstract]

Summary of Prepaid Expenses and Other Current Assets

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


	June 30, 2024		December 31, 2023
Research and development expenses		1,858		34
Other assets		696		552
Prepaid expenses		303		847
Recoverable research and development tax credits		—		2,024
Total prepaid expenses and other current assets	$	2,857	$	3,457

Summary of Accrued Expenses

Accrued expenses and other current liabilities consisted of the following (in thousands):


	June 30, 2024		December 31, 2023
Accrued payroll expenses	$	1,342	$	1,111
Other accrued expenses		1,283		90
Other current liabilities		231		138
Accrued expenses, related party		81		—
Accrued research and development expenses		60		28
Accrued restructuring costs		34		1,066
Total accrued expenses	$	3,031	$	2,433

Investments - Additional Information (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Summary of Investment Holdings [Line Items]
Available Sale Securities	$ 0
Realized gain or loss on available-for-sale securities	$ 0	$ 0

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478795/946-210-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478795/946-210-50-6

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478795/946-210-50-12

Reference 4: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 55
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477439/946-210-55-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-9

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478795/946-210-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478795/946-210-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)(4)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478795/946-210-50-6

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478795/946-210-50-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478795/946-210-50-1

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478795/946-210-50-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478795/946-210-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478795/946-210-50-1

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 50
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478795/946-210-50-6

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478297/946-220-50-3

+ Details

Related Party Transactions (Additional Information) (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Related Party Transaction [Line Items]
Accounts payable, related party	$ 101	$ 0
Accrued expenses and other current liabilities, related party	81	$ 0
Sera Services Agreement [Member]
Related Party Transaction [Line Items]
Accounts payable, related party	100
Accrued expenses and other current liabilities, related party	100
Material costs	$ 0

Condensed Consolidated Statements of Stockholders' Equity (Unaudited) (Parenthetical) $ in Thousands	3 Months Ended
	Jun. 30, 2024 USD ($)
Common Stock [Member]
Stock issuance cost	$ 250

Description of Organization and Summary of Significant Accounting Policies - Additional Information (Details) $ / shares in Units, $ in Thousands		3 Months Ended	6 Months Ended
	Jun. 27, 2024 USD ($) $ / shares shares	Jun. 30, 2024 USD ($)	Jun. 30, 2024 USD ($) Segments	Jun. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)	Oct. 31, 2023 Employee	Feb. 07, 2023
Subsidiary Sale Of Stock [Line Items]
Proceeds from the exercise of stock options			$ 8,667	$ 25
Proceeds from Issuance of Private Placement			119,750	$ 0
Workforce reduction, percentage							55.00%
Workforce reduction number of employees \| Employee						10
Accumulated deficit		$ (212,565)	(212,565)		$ (155,979)
Cash, cash equivalents and marketable securities		223,100	$ 223,100
Number of operating segments \| Segments			1
Fair Value Inputs Level 1, 2 and 3 [Member]
Subsidiary Sale Of Stock [Line Items]
Fair value transfer amount		0	$ 0
Private Placement [Member]
Subsidiary Sale Of Stock [Line Items]
Proceeds from Issuance of Private Placement		$ 119,750	$ 119,700
Private Placement [Member] \| Acquisition Agreement [Member]
Subsidiary Sale Of Stock [Line Items]
Sale of Stock, Price Per Share \| $ / shares	$ 3.84
Proceeds from the exercise of stock options	$ 120,000
Offering Cost	$ 300
Proceeds from issuance of common stock in initial public offering, Shares \| shares	31,238,282

Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Option Granted			935,100
Employees Including Executive Officers Earning Contribution			15.00%
Percentage of fair market value, common stock	85.00%		85.00%
Share-based payment award, option vesting period			3 years
Share-Based Payment Arrangement, Expense	$ 512	$ 777	$ 977	$ 10,948
Restricted Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based payment award, award vesting rights, percentage			25.00%
Number of shares, Granted			1,141,000
Unrecognized compensation cost	5,800		$ 5,800
RSUs, vested			57,032
Stock Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based payment award, award vesting rights, percentage			25.00%
Share-based payment award, option vesting period			4 years
Incremental Share Based Compensation Expense				$ 9,200
Options grants in period, weighted average grant date fair value			$ 6.93	$ 2.25
Unrecognized compensation cost	7,700		$ 7,700
Unrecognized compensation, weighted average amortization period			3 years 5 months 4 days
Unvested Restricted Stock Awards
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized compensation, weighted average amortization period			2 years 29 days
Performance-Based RSUs [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-Based Payment Arrangement, Expense			$ 0
Consultant [Member] \| Restricted Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares, Granted			803,000
RSUs, vested			401,500
Consultant [Member] \| Performance-Based RSUs [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
RSUs, vested			401,500
January 1, 2025 [Member] \| Restricted Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based payment award, award vesting rights, percentage			50.00%
March 27, 2025 [Member] \| Restricted Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based payment award, award vesting rights, percentage			25.00%
June 27, 2025 [Member] \| Restricted Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based payment award, award vesting rights, percentage			25.00%
Research and Development Expense
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-Based Payment Arrangement, Expense	287	427	$ 556	$ 1,459
Incremental Share Based Compensation Expense				500
General and Administrative Expense
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-Based Payment Arrangement, Expense	$ 225	$ 350	$ 421	9,489
Incremental Share Based Compensation Expense				$ 8,700
2019 Equity Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based payment award, description			Under the terms of the 2019 Plan, options were granted at an exercise price no less than fair value of the Company’s common stock on the grant date, except in certain cases related to employees outside of the U.S. Option awards granted typically had 10-year terms measured from the option grant date. While no shares are available for future issuance under the 2019 Plan, it continues to govern outstanding equity awards granted thereunder.
Share-based payment award, expiration period			10 years
2021 Equity Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based payment award, description			The compensation committee of the Company’s board of directors adopted and the Company’s stockholders approved the 2021 Equity Incentive Plan (the 2021 Plan) and the 2021 Employee Stock Purchase Plan (the ESPP), which became effective in August 2021. The 2021 Plan provides for the grant of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock units, stock appreciation rights and other stock-based awards. The Company’s employees, officers, directors and consultants are eligible to receive awards under the 2021 Plan. Under the terms of the 2021 Plan, options are granted at an exercise price no less than fair value of the Company’s common stock on the grant date, except in certain cases related to significant corporate transactions. Option awards granted typically have 10-year terms measured from the option grant date.
Share-based payment award, number of shares authorized	7,010,850		7,010,850
Number of Shares of Common Stock Outstanding Percentage			5.00%
ESPP
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based payment award, description			The ESPP allows employees, including executive officers, to contribute up to 15% of their earnings, subject to certain limitations, for the purchase of the Company’s common stock at a price per share equal to the lower of (a) 85% of the fair market value of a share of common stock on the first day of the offering period, or (b) 85% of the fair market value of a share of common stock on the last day of the offering period. As of June 30, 2024, there were 1,064,225 shares of common stock reserved for future issuance under the ESPP. The number of shares of common stock reserved for issuance under the ESPP will automatically increase on January 1 of each calendar year, beginning on January 1, 2022 and continuing through and including January 1, 2031, by the lesser of (1) 1% of the total number of shares of the Company’s common stock outstanding on December 31 of the preceding calendar year or (2) a number of shares determined by the Company’s board of directors. Shares subject to purchase rights granted under the ESPP that terminate without having been exercised in full will not reduce the number of shares available for issuance under the ESPP.
Number of Shares of Common Stock Outstanding Percentage			1.00%
Common stock reserved for future issuance	1,064,225		1,064,225
Number of shares, Granted			0

Certain Balance Sheet Accounts - Summary of Other Long-Term Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Balance Sheet Related Disclosures [Abstract]
Total other long-term assets	$ 0	$ 15

Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2024	Aug. 12, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Entity Registrant Name	ELIEM THERAPEUTICS, INC.
Entity Central Index Key	0001768446
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Shell Company	false
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity File Number	001-40708
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	83-2273741
Entity Address, Address Line One	PMB #117
Entity Address, Address Line Two	2801 Centerville Road 1st Floor
Entity Address, City or Town	Wilmington
Entity Address, State or Province	DE
Entity Address, Postal Zip Code	19808-1609
City Area Code	1-877
Local Phone Number	354-3689
Document Transition Report	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	ELYM
Security Exchange Name	NASDAQ
Document Quarterly Report	true
Entity Common Stock, Shares Outstanding		67,060,163

Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Operating expenses:
Acquired in-process research and development, related party	$ 51,659	$ 0	$ 51,659	$ 0
Research and development	1,046	3,688	2,137	9,408
General and administrative	3,667	3,026	5,581	20,744
Total operating expenses	56,372	6,714	59,377	30,152
Loss from operations	(56,372)	(6,714)	(59,377)	(30,152)
Other income (expense):
Foreign currency gain (loss)	(2)	384	(35)	632
Other income, net	1,485	1,110	2,826	2,010
Total other income (expense)	1,483	1,494	2,791	2,642
Net loss	$ (54,889)	$ (5,220)	$ (56,586)	$ (27,510)
Net loss per share, basic	$ (1.81)	$ (0.19)	$ (1.95)	$ (1.03)
Net loss per share, diluted	$ (1.81)	$ (0.19)	$ (1.95)	$ (1.03)
Weighted-average number of shares outstanding used to compute net loss per share, basic	30,349,562	26,840,555	28,994,045	26,667,458
Weighted-average number of shares outstanding used to compute net loss per share, diluted	30,349,562	26,840,555	28,994,045	26,667,458
Comprehensive loss:
Net Income (Loss)	$ (54,889)	$ (5,220)	$ (56,586)	$ (27,510)
Other comprehensive loss
Unrealized gain on investments, net of tax of $0	0	60	2	323
Comprehensive loss	$ (54,889)	$ (5,160)	$ (56,584)	$ (27,187)

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Jun. 30, 2024
Trading Arrangements, by Individual
Material Terms of Trading Arrangement	On April 27, 2024, Emily Pimblett, Chief Accounting Officer, entered into a Rule 10b5-1 trading arrangement that is intended to qualify as an “eligible sell-to-cover transaction” (as described in Rule 10b5-1(c)(1)(ii)(D)(3) under the Exchange Act). The sell-to-cover arrangement applies to restricted stock units (RSU) that vest based on the passage of time. The arrangement provides for the automatic sale of shares of the Company’s common stock that would otherwise be issuable on each settlement date of a covered RSU in an amount necessary to satisfy the applicable withholding obligation, with the proceeds of the sale delivered to the Company in satisfaction of the applicable withholding obligation. The number of shares that will be sold under this arrangement is not currently determinable as the number will vary based on the extent to which vesting conditions are satisfied and the market price of our common stock at the time of settlement. None of our directors or officers terminated a Rule 10b5-1 trading arrangement or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the quarterly period covered by this report.
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false
Emily Pimblett [Member]
Trading Arrangements, by Individual
Name	Emily Pimblett
Title	Chief Accounting Officer
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	April 27, 2024

Asset Acquisition and Private Placement with a Related Party (Tables)

6 Months Ended

Jun. 30, 2024

Asset Acquisition [Abstract]

Summary of Total Consideration Comprised of Following

The fair value of the total consideration was approximately $52.8 million and is comprised of the following components (in thousands):


Equity consideration	$	41,867
Settlement of pre-existing loan		5,036
Direct transaction costs		5,849
Total consideration	$	52,752

Summary of Purchase Consideration For The Acquisition Based On The Fair Value Of The Net Assets Acquired By The Company

The following is the allocation of the purchase consideration for the Acquisition based on the fair value of the net assets acquired by the Company (in thousands):


Assets acquired
In-process research and development	$	51,659
Cash and cash equivalents		1,204
Prepaid expenses and other current assets		1,861
Total assets acquired	$	54,724
Liabilities assumed
Accounts payable		(1,603	)
Accounts payable, related party		(101	)
Accrued expenses and other current liabilities		(192	)
Accrued expenses, related party		(76	)
Total liabilities assumed	$	(1,972	)
Net assets acquired	$	52,752

Restructuring Plan (Tables)

6 Months Ended

Jun. 30, 2024

Restructuring and Related Activities [Abstract]

Schedule of restructuring liability

The activity in the restructuring liability was as follows for the three and six months ended June 30, 2024 (in thousands):


	Restructuring Liability 2024
Restructuring liability as of December 31, 2023	$	1,077
Restructuring costs incurred during the period		20
Restructuring costs paid during the period		(782	)
Restructuring liability as of March 31, 2024		315
Restructuring costs incurred during the period		—
Restructuring costs paid during the period		(281	)
Restructuring liability as of June 30, 2024	$	34

Summary of restructuring costs

A summary of the restructuring costs recorded in the statement of operations and comprehensive loss for the three and six months ended June 30, 2023 is as follows (in thousands):


	Three Months Ended June 30, 2023
	ROU Asset Impairment		Severance and Benefits Costs		Stock-based Compensation		Total Restructuring Cost Recorded
General and administrative expense	$	180	$	399	$	154	$	733
Total restructuring costs	$	180	$	399	$	154	$	733


	Six Months Ended June 30, 2023
	ROU Asset Impairment		Severance and Benefits Costs		Stock-based Compensation		Total Restructuring Cost Recorded
General and administrative expense	$	180	$	5,836	$	8,674	$	14,690
Research and development expense		—		1,342		488		1,830
Total restructuring costs	$	180	$	7,178	$	9,162	$	16,520

Commitments and Contingencies - Future Minimum Lease Payment (Details) $ in Thousands	Jun. 30, 2024 USD ($)
Gross Operating Lease Payments [Member]
Lessee, Lease, Description [Line Items]
2024 (remaining 6 months)	$ 87
2025	15
Total undiscounted lease payments	102
Present value adjustment	(2)
Total operating lease liabilities	100
Sublease Income [Member]
Lessee, Lease, Description [Line Items]
2024 (remaining 6 months)	(66)
2025	(11)
Total undiscounted sublease income	(77)
Net Operating Lease Payments [Member]
Lessee, Lease, Description [Line Items]
2024 (remaining 6 months)	21
2025	4
Total undiscounted lease payments	$ 25

Restructuring Plan - Summary of restructuring costs in statement of operations (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Restructuring Cost and Reserve [Line Items]
General and administrative expense	$ 3,667	$ 3,026	$ 5,581	$ 20,744
Research and development expense	$ 1,046	3,688	$ 2,137	9,408
ROU Asset Impairment Member
Restructuring Cost and Reserve [Line Items]
General and administrative expense		180		180
Research and development expense				0
Total restructuring costs		180		180
Severance and Benefits Costs Member
Restructuring Cost and Reserve [Line Items]
General and administrative expense		399		5,836
Research and development expense				1,342
Total restructuring costs		399		7,178
Stock-based Compensation Member
Restructuring Cost and Reserve [Line Items]
General and administrative expense		154		8,674
Research and development expense				488
Total restructuring costs		154		9,162
Total Restructuring Cost Recorded [Member]
Restructuring Cost and Reserve [Line Items]
General and administrative expense		733		14,690
Research and development expense				1,830
Total restructuring costs		$ 733		$ 16,520

- Definition

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

+ References + Details

Asset Acquisition and Private Placement with a Related Party - Summary of Purchase Consideration For The Acquisition Based On The Fair Value Of The Net Assets Acquired By The Company (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Assets acquired
In-process research and development	$ 51,659	$ 0	$ 51,659	$ 0
Cash and cash equivalents	1,204		1,204
Prepaid expenses and other current assets	1,861		1,861
Total assets acquired	54,724		54,724
Liabilities assumed
Accounts payable	(1,603)		(1,603)
Accrued expenses and other current liabilities	(192)		(192)
Total liabilities assumed	(1,972)		(1,972)
Net assets acquired	52,752		52,752
Related Party [Member]
Liabilities assumed
Accounts payable	(101)		(101)
Accrued expenses and other current liabilities	$ (76)		$ (76)

Certain Balance Sheet Accounts - Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Balance Sheet Related Disclosures [Abstract]
Research and development expenses	$ 1,858	$ 34
Other assets	696	552
Prepaid expenses	303	847
Recoverable research and development tax credits	0	2,024
Total prepaid expenses and other current assets	$ 2,857	$ 3,457

Stock-Based Compensation - Summary of Restricted Stock Awards (Details) - Restricted Stock [Member]	6 Months Ended
	Jun. 30, 2024 $ / shares shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares, Unvested \| shares	149,975
Number of shares, Granted \| shares	1,141,000
Number of shares, Vested \| shares	(57,032)
Number of shares, Unvested \| shares	1,233,943
Unvested, weighted average grant date fair value per share, beginning balance \| $ / shares	$ 6.03
Granted, weighted average grant date fair value \| $ / shares	7.27
Vested, weighted average grant date fair value per share \| $ / shares	5.7
Unvested, weighted average grant date fair value per share, ending balance \| $ / shares	$ 7.18

- Definition

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

+ References

+ Details

Investments

6 Months Ended

Jun. 30, 2024

Investments [Abstract]

Investments

3. Investments

As of June 30, 2024, the Company had no available-for-sale securities.

As of December 31, 2023, investments consisted of the following available-for-sale securities (in thousands):


	December 31, 2023

	Amortized Cost		Unrealized Loss			Estimated Fair Value
Short-term marketable securities:
U.S. Treasury securities	$	8,962	$	—		$	8,962
U.S. government agency debt securities		4,726		(2	)	$	4,724
Total short-term marketable securities	$	13,688	$	(2	)	$	13,686

There was no material realized gain or loss on available-for-sale securities during the period ended June 30, 2024 or December 31, 2023.

As of December 31, 2023, investments in a continual unrealized loss position for less than 12 months consist of the following (in thousands):


	December 31, 2023
	Fair Value
U.S. Treasury securities	$	5,967
U.S government agency debt securities		2,234
Total available-for-sale securities	$	8,201

Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands	Total	Related Party [Member]	Private Placement [Member]	Common Stock [Member]	Common Stock [Member] Related Party [Member]	Common Stock [Member] Private Placement [Member]	Common Stock [Member] Private Placement [Member] Related Party [Member]	Additional Paid-in Capital [Member]	Additional Paid-in Capital [Member] Related Party [Member]	Additional Paid-in Capital [Member] Private Placement [Member]	Accumulated Other Comprehensive Loss [Member]	Accumulated Deficit [Member]
Beginning balance at Dec. 31, 2022	$ 128,715			$ 3				$ 249,930			$ (358)	$ (120,860)
Beginning balance, shares at Dec. 31, 2022				26,390,186
Vesting Of Restricted Stock Awards Shares				19,608
Exercise of stock options	1							1
Exercise of stock options , shares				406,194
Stock-based compensation	10,171							10,171
Other comprehensive loss	263										263
Net loss	(22,290)											(22,290)
Ending balance at Mar. 31, 2023	116,860			$ 3				260,102			(95)	(143,150)
Ending balance, shares at Mar. 31, 2023				26,815,988
Beginning balance at Dec. 31, 2022	128,715			$ 3				249,930			(358)	(120,860)
Beginning balance, shares at Dec. 31, 2022				26,390,186
Issuance of common stock in private placement, net of issuance costs	0
Proceeds from the exercise of stock options	25
Net loss	(27,510)
Ending balance at Jun. 30, 2023	112,501			$ 3				260,903			(35)	(148,370)
Ending balance, shares at Jun. 30, 2023				26,883,552
Beginning balance at Mar. 31, 2023	116,860			$ 3				260,102			(95)	(143,150)
Beginning balance, shares at Mar. 31, 2023				26,815,988
Vesting Of Restricted Stock Awards Shares				44,038
Exercise of stock options	24							24
Exercise of stock options , shares				23,526
Stock-based compensation	777							777
Other comprehensive loss	60										60
Net loss	(5,220)											(5,220)
Ending balance at Jun. 30, 2023	112,501			$ 3				260,903			(35)	(148,370)
Ending balance, shares at Jun. 30, 2023				26,883,552
Beginning balance at Dec. 31, 2023	107,599			$ 3				263,577			(2)	(155,979)
Beginning balance, shares at Dec. 31, 2023				27,626,435
Vesting Of Restricted Stock Awards Shares				24,579
Exercise of stock options	15							15
Exercise of stock options , shares				10,999
Stock-based compensation	465							465
Other comprehensive loss	2										2
Net loss	(1,697)											(1,697)
Ending balance at Mar. 31, 2024	106,384			$ 3				264,057			0	(157,676)
Ending balance, shares at Mar. 31, 2024				27,662,013
Beginning balance at Dec. 31, 2023	$ 107,599			$ 3				263,577			(2)	(155,979)
Beginning balance, shares at Dec. 31, 2023				27,626,435
Exercise of stock options , shares	2,259,503
Issuance of common stock in private placement, net of issuance costs	$ 119,750		$ 119,700
Proceeds from the exercise of stock options	8,667
Net loss	(56,586)
Ending balance at Jun. 30, 2024	222,277			$ 7				434,835			0	(212,565)
Ending balance, shares at Jun. 30, 2024				66,741,299
Beginning balance at Mar. 31, 2024	106,384			$ 3				264,057			0	(157,676)
Beginning balance, shares at Mar. 31, 2024				27,662,013
Vesting Of Restricted Stock Awards Shares				32,453
Exercise of stock options	8,652							8,652
Exercise of stock options , shares				2,248,504
Stock-based compensation	512							512
Issuance of common stock					5,560,047	31,238,282	5,560,047
Issuance of common stock in private placement, net of issuance costs			$ 119,750			$ 3				$ 119,747
Proceeds from the exercise of stock options		$ 41,868			$ 1				$ 41,867
Net loss	(54,889)											(54,889)
Ending balance at Jun. 30, 2024	$ 222,277			$ 7				$ 434,835			$ 0	$ (212,565)
Ending balance, shares at Jun. 30, 2024				66,741,299

Investments - Investments consists of available-for-sale securities (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Jun. 30, 2024
Debt Securities, Available-for-Sale [Line Items]
Estimated Fair Value		$ 0
Short Term Marketable Securities [Member]
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	$ 13,688
Unrealized Loss	(2)
Estimated Fair Value	13,686
Short Term Marketable Securities [Member] \| US Treasury Securities [Member]
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	8,962
Unrealized Loss	0
Estimated Fair Value	8,962
Short Term Marketable Securities [Member] \| U.S. Government Agency Debt Securities [Member]
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	4,726
Unrealized Loss	(2)
Estimated Fair Value	$ 4,724

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (aa)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (aaa)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-3

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-3

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-3

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-3

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-3

+ Details

Commitments and Contingencies (Tables)

6 Months Ended

Jun. 30, 2024

Leases [Abstract]

Future Minimum Lease Payments Under Non-Cancelable Operating Leases

As of June 30, 2024, the annual future minimum lease payments due under the Company’s non-cancelable operating lease were as follows (in thousands):


	Operating Lease			Sublease			Net Operating
Year Ending December 31,	Payments			Income			Lease Payments
2024 (remaining 6 months)	$	87			(66	)		21
2025		15			(11	)		4
Total undiscounted lease payments	$	102		$	(77	)	$	25
Present value adjustment		(2	)
Total operating lease liabilities	$	100

Description of Organization and Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

Schedule of Fair Value Measurements

The Company’s fair value measurements as of June 30, 2024 and December 31, 2023 was as follows (in thousands):


	June 30, 2024
	Level 1		Level 2		Balance
Assets:
Cash equivalents:
Money market funds	$	218,118	$	—	$	218,118
Total assets	$	218,118	$	—	$	218,118


	December 31, 2023
	Level 1		Level 2		Balance
Assets:
Cash equivalents:
Money market funds	$	89,197	$	—	$	89,197
Marketable securities:
U.S. Treasury securities		8,962		—		8,962
U.S. government agency debt securities		—		4,724		4,724
Total marketable securities		8,962		4,724		13,686
Total assets	$	98,159	$	4,724	$	102,883

Net Loss Per Share

6 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

Net Loss Per Share

9. Net Loss Per Share

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


	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Net loss	$	(54,889	)	$	(5,220	)	$	(56,586	)	$	(27,510	)
Weighted-average number of shares outstanding used to compute net loss per share, basic and diluted		30,349,562			26,840,555			28,994,045			26,667,458
Net loss per share, basic and diluted	$	(1.81	)	$	(0.19	)	$	(1.95	)	$	(1.03	)

The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share for the periods presented because their effect would have been anti-dilutive:


	Three and Six Months Ended June 30,
	2024		2023
Common stock options		2,834,181		5,354,618
Unvested restricted stock awards and units		1,233,943		213,436
Total potentially dilutive shares		4,068,124		5,568,054

Description of Organization and Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

Description of Organization and Summary of Significant Accounting Policies

1. Description of Organization and Summary of Significant Accounting Policies

Organization

Eliem Therapeutics, Inc. (the Company) is a biotechnology company focused on developing therapeutics for autoimmune-driven inflammatory diseases, including budoprutug (previously referred to as TNT119), an anti-CD19 monoclonal antibody designed for a broad range of autoimmune diseases, including systemic lupus erythematosus and lupus nephritis (SLE/LN), immune thrombocytopenia (ITP), and membranous nephropathy (MN). The Company was incorporated on October 18, 2018 as a Delaware corporation and is headquartered in Delaware.

On June 27, 2024, the Company completed its acquisition of Tenet Medicines, Inc. (the Acquisition). In connection with the closing of the Acquisition, the Company issued and sold 31,238,282 shares of its common stock at a price of $3.84 per share in a private placement to several accredited institutional investors (the Private Placement). The Company received aggregate gross proceeds from the Private Placement of approximately $120.0 million, before deducting offering costs of $0.3 million.

For additional information on the Acquisition and Private Placement, please refer to Note 2, Asset Acquisition and Private Placement with a Related Party, in these interim condensed consolidated financial statements.

Previously, the Company focused primarily on developing novel therapies for neuronal excitability disorders to address unmet needs in psychiatry, epilepsy, chronic pain, and other disorders of the peripheral and central nervous systems, and the Company’s lead program was ETX-123, a Kv7.2/3 potassium channel opener. ETX-123 is designed to harness the efficacy of the Kv7.2/3 channel mechanism while attempting to improve the safety and tolerability relative to earlier molecules, based on the Company’s insights into the mechanisms of toxicity and the potency and selectivity profile. In July 2023, the Company made the determination to pause further development of its Kv7 program, and the Company continues to evaluate its Kv7 program, including seeking a partner for further development of both Kv7 and its clinical stage program ETX-155.

Basis of Presentation and Principles of Consolidation

The accompanying interim condensed consolidated financial statements of the Company and its wholly owned subsidiaries have been prepared in conformity with accounting principles generally accepted in the United States (U.S. GAAP) and accordance with the rules and regulations of the U.S. Securities and Exchange Commission (SEC) for Quarterly Reports on Form 10-Q. All intercompany transactions and balances have been eliminated in consolidation.

The accompanying condensed consolidated balance sheet as of June 30, 2024, and condensed consolidated statements of operations and comprehensive loss, condensed consolidated statements of cash flows, and condensed consolidated statements of stockholders’ equity for the three and six months ended June 30, 2024 and 2023, are unaudited. The consolidated balance sheet as of December 31, 2023 was derived from the audited financial statements as of and for the year ended December 31, 2023, but does not include all disclosures required by U.S. GAAP. The unaudited interim condensed financial statements have been prepared on a basis consistent with the audited annual financial statements as of and for the year ended December 31, 2023, and, in the opinion of management, reflect all adjustments, consisting solely of normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of June 30, 2024, the condensed results of its operations as of the three and six months ended June 30, 2024 and 2023, and its cash flows for the six months ended June 30, 2024 and 2023. The financial data and other information disclosed in these notes related to the three and six months ended June 30, 2024 and 2023 are also unaudited. The condensed consolidated results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the full year ending December 31, 2024 or any other period. These interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in the Company’s Annual Report on Form 10-K filed with the SEC on March 28, 2024.

Liquidity

Since inception, the Company has experienced recurring losses from operations and generated negative cash flows from operations. The Company has an accumulated deficit of $212.6 million as of June 30, 2024 and expects to incur additional losses from operations in the future. The Company received net proceeds of $119.7 million from the sale and issuance of shares in the Private Placement.

The Company estimates the available cash and cash equivalents of $223.1 million as of June 30, 2024 will be sufficient to meet its projected operating requirements for at least the next twelve months from the filing date of these unaudited condensed consolidated financial statements and the Company anticipates that it will need to raise substantial financing in the future to fund its operations.

The Company may finance future cash needs through equity offerings, debt financings, collaborations, strategic alliances and marketing, distribution or licensing arrangements. In addition, the Company may continue to rely on capital markets for funding. There are no assurances that the Company will be able to raise sufficient amounts of funding in the future on acceptable terms, or at all.

Use of Estimates

The preparation of the interim condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Key management estimates include those related to the accrual of research and development expenses, recoverable research and development tax credits, and the valuation of stock-based awards. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could differ from those estimates.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company’s cash is held by three financial institutions in the United States (U.S.) and two financial institutions in the United Kingdom (U.K.). The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. The Company’s deposits held in the U.S. and U.K. may exceed the insured limits of the Federal Depository Insurance Corporation and Financial Services Compensation Scheme, respectively. As of June 30, 2024, the Company has investments in money market funds which are held in segregated accounts at a third-party custodian. The Company has established guidelines relative to credit ratings and maturities intended to safeguard principal balances and maintain liquidity. Through June 30, 2024, and the date of this filing, the Company has not experienced any losses on such deposits.

Risks and Uncertainties

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, reliance on single-source vendors and collaborators, availability of raw materials, patentability of the Company’s product candidates and processes and clinical efficacy and safety of budoprutug or any future product candidate the Company may develop, compliance with government regulations and the need to obtain additional financing to fund operations. Budoprutug or any future product candidate the Company may develop will require significant additional research and development efforts, including extensive preclinical studies, clinical trials, and regulatory approval, prior to commercialization. These efforts will require significant amounts of additional capital, adequate personnel infrastructure and extensive compliance and reporting.

There can be no assurance that any future research and development will be successfully completed, that adequate protection for the Company’s intellectual property will be obtained or maintained, that any product candidates developed will obtain necessary government regulatory approval or that any approved products will be commercially viable. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will generate revenue from product sales. The Company operates in an environment of rapid technological change and substantial competition from other pharmaceutical and biotechnology companies. In addition, the Company is dependent upon the services of its employees, consultants and other third parties.

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 (the CODM). The Company’s CODM is its chief executive officer who reviews financial information together with certain operating metrics principally to make decisions about how to allocate resources and to measure the Company’s performance. Management has determined that the Company operates as a single operating and reportable segment. The Company’s CODM evaluates financial information on a consolidated basis. As the Company operates as one operating segment, all required segment financial information is found in the interim condensed consolidated financial statements.

Fair Value Measurement

Assets and liabilities recorded at fair value on a recurring basis in the balance sheet are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The Company measures fair value based on a three-tier hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as follows:

Level 1—Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

Level 2—Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the assets or liabilities. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

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

In determining fair value, the Company utilizes quoted market prices, or valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value.

There were no transfers into or out of Level 3 for any of the periods presented.

The Company’s fair value measurements as of June 30, 2024 and December 31, 2023 was as follows (in thousands):


	June 30, 2024
	Level 1		Level 2		Balance
Assets:
Cash equivalents:
Money market funds	$	218,118	$	—	$	218,118
Total assets	$	218,118	$	—	$	218,118


	December 31, 2023
	Level 1		Level 2		Balance
Assets:
Cash equivalents:
Money market funds	$	89,197	$	—	$	89,197
Marketable securities:
U.S. Treasury securities		8,962		—		8,962
U.S. government agency debt securities		—		4,724		4,724
Total marketable securities		8,962		4,724		13,686
Total assets	$	98,159	$	4,724	$	102,883

Summary of Significant Accounting Policies

Asset Acquisitions

In accordance with the guidance in Topic 805, Business Combinations, in the Financial Accounting Standards Board’s (the FASB) Accounting Standards Codification (ASC), the Company evaluates acquisitions of assets and related liabilities and other similar transactions to assess whether or not the transaction should be accounted for as a business combination or asset acquisition by first applying a screen test to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If the screen test is met, the transaction is accounted for as an asset acquisition. If the screen test is not met, further determination is required as to whether or not the Company has acquired inputs and processes that have the ability to create outputs which would meet the requirements of a business. The Company accounts for an asset acquisition by recognizing net assets based on the cost to the acquiring entity on a relative fair value basis. Goodwill is not recognized in an asset acquisition; any excess consideration transferred over the fair value of the net assets acquired is allocated to the non-monetary identifiable assets and liabilities assumed based on relative fair values. In-process research and development acquired in an asset acquisition is expensed provided there is no alternative future use. The Company accounts for future payments such as those upon achievement of certain regulatory, development or sales milestones in such asset acquisitions when the underlying milestones are achieved. Milestone payments made to third parties subsequent to regulatory approval may be capitalized as intangible assets, if deemed to have alternative future use, and amortized over the estimated remaining useful life of the related product.

There have been no other material revisions in the Company’s significant accounting policies described in Note 2 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Recently Adopted Accounting Pronouncements

In August 2020, the FASB issued Accounting Standards Update (ASU) No. 2020-06 (ASU 2020-06), Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging —Contracts in Entity’s Own Equity (Subtopic 815-40)—Accounting For Convertible Instruments and Contracts in an Entity’s Own Equity. The standard simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The standard also simplifies the diluted net income per share calculation in certain areas. The effective date of this update for non-public companies is for fiscal years beginning after December 15, 2023, including interim periods therein. Early adoption is permitted for fiscal years beginning after December 15, 2020 and interim periods therein. The Company adopted ASU 2020-06 on January 1, 2024, which did not have a material impact on its consolidated financial statements.

Recent Accounting Pronouncements Not Yet Adopted

In November 2023, the FASB issued ASU No. 2023-07 (ASU 2023-07), Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures which requires, among other things, the following: (i) enhanced disclosures about significant segment expenses that are regularly provided to the CODM and included in a segment's reported measure of profit or loss; (ii) disclosure of the amount and description of the composition of other segment items, as defined in ASU 2023-07, by reportable segment; and (iii) reporting the disclosures about each reportable segment's profit or loss and assets on an annual and interim basis. The provisions of ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024; early adoption is permitted. The Company expects ASU 2023-07 to require additional disclosures in the notes to its consolidated financial statements.

In December 2023, the FASB issued ASU No. 2023-09 (ASU 2023-09), Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires, among other things, the following for public business entities: (i) enhanced disclosures of specific categories of reconciling items included in the rate reconciliation, as well as additional information for any of these items meeting certain qualitative and quantitative thresholds; (ii) disclosure of the nature, effect and underlying causes of each individual reconciling item disclosed in the rate reconciliation and the judgment used in categorizing them if not otherwise evident; and (iii) enhanced disclosures for income taxes paid, which includes federal, state, and foreign taxes, as well as for individual jurisdictions over a certain quantitative threshold. The amendments in ASU 2023-09 eliminate the requirement to disclose the nature and estimate of the range of the reasonably possible change in unrecognized tax benefits for the 12 months after the balance sheet date. The effective date of this update for non-public companies is for fiscal years beginning after December 15, 2025; early adoption is permitted. The Company expects ASU 2023-09 to require additional disclosures in the notes to its consolidated financial statements.

There were no other significant updates to the recently issued accounting standards other than as disclosed herewith for the six months ended June 30, 2024. Although there are several other new accounting pronouncements issued or proposed by the FASB, the Company does not believe any of those accounting pronouncements have had or will have a material impact on its financial position or operating results.

Stock-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2024

Share-Based Payment Arrangement [Abstract]

Summary of Stock Option Activities

The activity for stock options is as follows:


	Options Outstanding			Weighted Average Exercise Price		Weighted Average Remaining Contract Terms (in years)		Aggregate Intrinsic Values (in thousands)
Balance as of December 31, 2023		4,586,476		$	5.40		2.28	$	1,060
Options granted		935,100			7.55
Options cancelled and forfeited		(427,892	)		7.59
Options exercised		(2,259,503	)		3.84				5,415
Balance as of June 30, 2024		2,834,181		$	7.02		5.93	$	2,788
Vested and expected to vest, June 30, 2024		2,834,181		$	7.02		5.93	$	2,788
Options exercisable as of June 30, 2024		1,545,134		$	7.21		3.04	$	1,809

Summary of Stock Options Valuation Assumptions


	Six Months Ended June 30,
	2024	2023
Expected term (in years)	5.50 - 6.08	5.50
Expected volatility	136.07% - 139.57%	92.90%
Risk-free interest rate	4.28% - 4.32%	3.69%
Expected dividend yield	0.00%	0.00%

Summary of Restricted Stock Awards

The activity for restricted stock awards and units is as follows:


	Number of Shares			Weighted-Average Grant Date Fair Value
Unvested at December 31, 2023		149,975		$	6.03
Granted		1,141,000			7.27
Vested		(57,032	)		5.70
Unvested at June 30, 2024		1,233,943		$	7.18

Summary of Share-based Compensation Expense


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Research and development expense	$	287	$	427	$	556	$	1,459
General and administrative expense		225		350		421		9,489
Total stock-based compensation expense	$	512	$	777	$	977	$	10,948

Net Loss Per Share (Tables)

6 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

Schedule of Basic and Diluted Net Loss Per Share

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


	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Net loss	$	(54,889	)	$	(5,220	)	$	(56,586	)	$	(27,510	)
Weighted-average number of shares outstanding used to compute net loss per share, basic and diluted		30,349,562			26,840,555			28,994,045			26,667,458
Net loss per share, basic and diluted	$	(1.81	)	$	(0.19	)	$	(1.95	)	$	(1.03	)

Schedule of Antidilutive Securities Excluded from Computation of Net Loss Per Share Attributable to Common Stockholders


	Three and Six Months Ended June 30,
	2024		2023
Common stock options		2,834,181		5,354,618
Unvested restricted stock awards and units		1,233,943		213,436
Total potentially dilutive shares		4,068,124		5,568,054

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	250,000,000	250,000,000
Common stock, shares issued	66,785,449	27,699,446
Common stock, shares outstanding	66,785,449	27,699,446

Redeemable Convertible Preferred Stock - Additional Information (Details) - shares	Jun. 30, 2024	Dec. 31, 2023
Temporary Equity [Line Items]
Common stock	66,785,449	27,699,446

Stock-Based Compensation - Summary of Stock Option Activities (Details) $ / shares in Units, $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2024 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) $ / shares shares
Share-Based Payment Arrangement [Abstract]
Number of options outstanding, beginning of period \| shares	4,586,476
Number of options granted \| shares	935,100
Number of options, cancelled and forfeited \| shares	(427,892)
Number of options exercised \| shares	(2,259,503)
Number of options outstanding, ending of period \| shares	2,834,181	4,586,476
Number of options, vested and expected to vest \| shares	2,834,181
Number of options exercisable, end of period \| shares	1,545,134
Weighted average exercise price outstanding, beginning of period \| $ / shares	$ 5.4
Weighted average exercise price, options granted \| $ / shares	7.55
Weighted average exercise price, options cancelled and forfeited \| $ / shares	7.59
Weighted average exercise price, options exercised \| $ / shares	3.84
Weighted average exercise price outstanding, end of period \| $ / shares	7.02	$ 5.4
Weighted average exercise price, options vested and expected to vest \| $ / shares	7.02
Weighted average exercise price, options exercisable \| $ / shares	$ 7.21
Weighted average remaining contracted terms (in years) outstanding	5 years 11 months 4 days	2 years 3 months 10 days
Weighted average remaining contracted terms (in years), vested and expected to vest	5 years 11 months 4 days
Weighted average remaining contracted terms (in years), exercisable at end of period	3 years 14 days
Aggregate intrinsic value outstanding, beginning of period \| $	$ 1,060
Aggregate intrinsic value options exercised \| $	5,415
Aggregate intrinsic value outstanding, end of period \| $	2,788	$ 1,060
Aggregate intrinsic value options vested and expected to vest \| $	2,788
Aggregate intrinsic value options exercisable \| $	$ 1,809

Description of Organization and Summary of Significant Accounting Policies - Schedule of Fair Value Measurements (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Assets:
Assets, Fair Value Disclosure, Total	$ 218,118	$ 102,883
Money Market Funds [Member]
Assets:
Assets, Fair Value Disclosure, Total	218,118	89,197
US Government Debt Securities [Member]
Assets:
Assets, Fair Value Disclosure, Total		8,962
US Government Agencies Debt Securities [Member]
Assets:
Assets, Fair Value Disclosure, Total		4,724
Total Marketable Securities [Member]
Assets:
Assets, Fair Value Disclosure, Total		13,686
Level 1 [Member]
Assets:
Assets, Fair Value Disclosure, Total	218,118	98,159
Level 1 [Member] \| Money Market Funds [Member]
Assets:
Assets, Fair Value Disclosure, Total	218,118	89,197
Level 1 [Member] \| US Government Debt Securities [Member]
Assets:
Assets, Fair Value Disclosure, Total		8,962
Level 1 [Member] \| US Government Agencies Debt Securities [Member]
Assets:
Assets, Fair Value Disclosure, Total		0
Level 1 [Member] \| Total Marketable Securities [Member]
Assets:
Assets, Fair Value Disclosure, Total		8,962
Level 2 [Member]
Assets:
Assets, Fair Value Disclosure, Total	0	4,724
Level 2 [Member] \| Money Market Funds [Member]
Assets:
Assets, Fair Value Disclosure, Total	$ 0	0
Level 2 [Member] \| US Government Debt Securities [Member]
Assets:
Assets, Fair Value Disclosure, Total		0
Level 2 [Member] \| US Government Agencies Debt Securities [Member]
Assets:
Assets, Fair Value Disclosure, Total		4,724
Level 2 [Member] \| Total Marketable Securities [Member]
Assets:
Assets, Fair Value Disclosure, Total		$ 4,724

Investments - Investments in a continual unrealized loss position (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Debt Securities, Available-for-Sale [Line Items]
Continuous unrealized loss position, less than 12 months	$ 8,201
US Treasury Securities [Member]
Debt Securities, Available-for-Sale [Line Items]
Continuous unrealized loss position, less than 12 months	5,967
U.S. Government Agency Debt Securities [Member]
Debt Securities, Available-for-Sale [Line Items]
Continuous unrealized loss position, less than 12 months	$ 2,234

- Definition

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

+ References

+ Details

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (54,889)	$ (5,220)	$ (56,586)	$ (27,510)

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
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-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-9

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476176/805-60-65-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Section 65
-Paragraph 2
-Subparagraph (g)(3)
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-URI https://asc.fasb.org/1943274/2147478666/740-323-65-2

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
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-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482765/220-10-50-6

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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-Name Accounting Standards Codification
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-Subparagraph (f)
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
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-Name Accounting Standards Codification
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/exampleRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Reference 20: http://www.xbrl.org/2003/role/disclosureRef
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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Reference 22: http://www.xbrl.org/2003/role/disclosureRef
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Reference 23: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
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Reference 26: http://www.xbrl.org/2003/role/disclosureRef
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Reference 27: http://www.xbrl.org/2003/role/disclosureRef
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Reference 28: http://www.xbrl.org/2003/role/disclosureRef
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Reference 29: http://www.xbrl.org/2003/role/disclosureRef
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Reference 30: http://www.xbrl.org/2003/role/disclosureRef
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Reference 32: http://www.xbrl.org/2003/role/disclosureRef
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Reference 33: http://www.xbrl.org/2003/role/disclosureRef
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Reference 34: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 35: http://www.xbrl.org/2003/role/disclosureRef
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Reference 36: http://www.xbrl.org/2003/role/disclosureRef
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Reference 37: http://fasb.org/us-gaap/role/ref/legacyRef
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-URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1

+ Details

Stock-Based Compensation - Summary of Share-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total stock-based compensation expense	$ 512	$ 777	$ 977	$ 10,948
Research and Development Expense
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total stock-based compensation expense	287	427	556	1,459
General and Administrative Expense
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total stock-based compensation expense	$ 225	$ 350	$ 421	$ 9,489

- Definition

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

+ References

+ Details

Restructuring Plan

6 Months Ended

Jun. 30, 2024

Restructuring and Related Activities [Abstract]

Restructuring Plan

10. Restructuring Plan

On February 7, 2023, the Company’s board of directors approved a restructuring plan to conserve financial resources and better align the Company’s workforce with current business needs. As part of the Restructuring Plan, the Company’s workforce was reduced by approximately 55%, with substantially all of the reduction in personnel completed in the first half of 2023. The Company further reduced its workforce by 10 employees in October 2023.

The Company incurred aggregate restructuring costs of $18.8 million, substantially all of which were recognized in 2023 and have been fully recognized as of March 31, 2024. In addition, substantially all of the restructuring payments were made by April 2024.

The activity in the restructuring liability was as follows for the three and six months ended June 30, 2024 (in thousands):


	Restructuring Liability 2024
Restructuring liability as of December 31, 2023	$	1,077
Restructuring costs incurred during the period		20
Restructuring costs paid during the period		(782	)
Restructuring liability as of March 31, 2024		315
Restructuring costs incurred during the period		—
Restructuring costs paid during the period		(281	)
Restructuring liability as of June 30, 2024	$	34

During the three and six months ended June 30, 2023, the Company recorded restructuring costs of $0.7 million and $16.5 million, respectively. These costs primarily related to severance payments, healthcare benefits and stock-based compensation.

A summary of the restructuring costs recorded in the statement of operations and comprehensive loss for the three and six months ended June 30, 2023 is as follows (in thousands):


	Three Months Ended June 30, 2023
	ROU Asset Impairment		Severance and Benefits Costs		Stock-based Compensation		Total Restructuring Cost Recorded
General and administrative expense	$	180	$	399	$	154	$	733
Total restructuring costs	$	180	$	399	$	154	$	733


	Six Months Ended June 30, 2023
	ROU Asset Impairment		Severance and Benefits Costs		Stock-based Compensation		Total Restructuring Cost Recorded
General and administrative expense	$	180	$	5,836	$	8,674	$	14,690
Research and development expense		—		1,342		488		1,830
Total restructuring costs	$	180	$	7,178	$	9,162	$	16,520

Description of Organization and Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

Organization

Basis of Presentation and Principles of Consolidation

Liquidity

Use of Estimates

Concentration of Credit Risk

Risks and Uncertainties

Segments

Fair Value Measurement

Level 1—Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

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

There were no transfers into or out of Level 3 for any of the periods presented.

The Company’s fair value measurements as of June 30, 2024 and December 31, 2023 was as follows (in thousands):


	June 30, 2024
	Level 1		Level 2		Balance
Assets:
Cash equivalents:
Money market funds	$	218,118	$	—	$	218,118
Total assets	$	218,118	$	—	$	218,118


	December 31, 2023
	Level 1		Level 2		Balance
Assets:
Cash equivalents:
Money market funds	$	89,197	$	—	$	89,197
Marketable securities:
U.S. Treasury securities		8,962		—		8,962
U.S. government agency debt securities		—		4,724		4,724
Total marketable securities		8,962		4,724		13,686
Total assets	$	98,159	$	4,724	$	102,883

Summary of Significant Accounting Policies

Asset Acquisitions

Recently Adopted Accounting Pronouncements

Recent Accounting Pronouncements Not Yet Adopted

License Agreements

6 Months Ended

Jun. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

License Agreements

6. License Agreements

As a result of the Acquisition, the following agreements of Tenet effectively became agreements of the Company.

Acelyrin Asset Purchase Agreement

On January 11, 2024, Tenet entered into an asset purchase agreement (the Asset Purchase Agreement) with Acelyrin, Inc. (Acelyrin) and WH2, LLC, which was subsequently transferred to the Company by operation of law upon the closing of the Acquisition, providing for the acquisition of certain assets of Acelyrin related to budoprutug (the Transferred Assets), including certain assigned contracts. Under these assigned contracts, the Company (i) received worldwide licenses (with the right to sublicense) to certain patents, know-how and other intellectual property rights to develop, manufacture, use and commercialize budoprutug for any non-oncology indication, and (ii) assumed certain liabilities of Acelyrin arising from (1) governmental authority action or notification relating to budoprutug, (2) contracts assigned to the Company pursuant to the Asset Purchase Agreement and (3) the Company’s ownership, lease or operation of the Transferred Assets.

In addition, the Company inherited the rights and obligations, including financial obligations, under the CRH Agreement (as defined below) and the ProBioGen Agreement (as defined below). In consideration for the license and other rights the Company received under the Asset Purchase Agreement, the Company is obligated to (i) make total payments of up to $157.5 million to Acelyrin upon the achievement of various development, regulatory and commercial milestones, (ii) pay royalties in the single-digit percentages, subject to specified reductions, to Acelyrin on worldwide net sales in a given calendar year, and (iii) make non-refundable and non-creditable payments to Acelyrin on sublicense income with rates ranging from the low single digit to mid teen percent depending on the stage of development of the most advanced Products (as defined below) at the time of such sublicense. The royalty term continues for each licensed product incorporating or comprising budoprutug (a Product) on a country-by-country and Product-by-Product basis beginning on the first commercial sale of such Product and ending on the latest of (a) the date when such Product is no longer covered by a valid claim of a royalty-bearing patent in such country, (b) the expiration of any regulatory exclusivity period for such Product in such country, and (c) the twelfth anniversary of the first commercial sale of such Product in such country.

The Company is obligated to use commercially reasonable efforts to commercialize at least one Product in the United States and to achieve specified development, regulatory and commercial milestones set forth in the Asset Purchase Agreement. If Acelyrin asserts that the Company has failed to meet one or more of these diligence obligations within specified time periods, and such failure is finally determined through a dispute resolution process, Acelyrin shall have the right to repurchase the Transferred Assets at the then-fair market value of such Transferred Assets, as Acelyrin’s sole and exclusive remedy for such breach.

If, within a specified period, the Company receives a bona fide offer or proposal from a third party to sell, transfer or otherwise divest all or substantially all of the rights to the Transferred Assets or Products, or grant an exclusive license or exclusive sublicense to such third party to develop and commercialize Products under specified terms, then prior to entering into any discussions or negotiations with any third party in relation to such a transaction, the Company shall provide written notice to Acelyrin of such intent or receipt of proposal. Acelyrin shall have the right to negotiate with the Company the terms for a definitive agreement with respect to such sale, transfer or grant of the rights to Products for a specified period of time. If Acelyrin does not exercise its right to negotiate or the parties are unable to agree on the terms of a definitive agreement, the Company shall have the right to negotiate or enter into an agreement with a third party with respect to such transaction, subject to specified conditions.

For a specified period after the Asset Purchase Agreement closing date, the Company shall not solicit, induce, or attempt to induce any employees of Acelyrin to become employees or independent contractors of the Company. If the Company does hire or engage an employee of Acelyrin during such period, the Company is obligated to make a certain payment to Acelyrin.

The Company may not sell, assign or transfer all or substantially all of the rights to develop or commercialize a Product unless, as a condition to such sale, assignment or transfer, the purchaser, assignee or transferee (as applicable) assumes in writing all obligations of the Company as set forth in the Asset Purchase Agreement with respect to the applicable Products.

As of June 30, 2024, the Company has not recognized milestone payments under the Asset Purchase Agreement as the underlying milestones were not achieved and are not assessed as probable.

CRH Agreement

In connection with the Asset Purchase Agreement, in January 2024 Tenet was assigned a license agreement with Cancer Research Technology Limited (CRH) and, in connection with such assignment, Tenet entered into an amended and restated license agreement with CRH (the CRH Agreement) which was subsequently transferred to the Company by operation of law upon the closing of the Acquisition. The CRH Agreement granted the Company a worldwide exclusive license (other than specified patent rights and materials, which are licensed to the Company on a non-exclusive basis) under certain know-how, patents and materials, or the licensed rights, to research, develop, test, manufacture or sell certain licensed products related to budoprutug, for all therapeutic uses except for oncology indications. The Company is permitted to grant a sublicense under these licenses with CRH’s prior written consent.

CRH retains, on behalf of itself and the charitable company Cancer Research U.K., a worldwide, fully paid-up, perpetual and irrevocable right in the licensed rights and in certain intellectual property owned or controlled by the Company that is necessary to exploit the licensed products and used, conceived or generated in the course of exercising the license or exploiting any licensed product, or product-specific foreground intellectual property, for the purpose of non-commercial, non-clinical scientific research.

The Company is obligated to use commercially reasonable efforts to perform all activities set forth in a mutually agreed-upon development plan within the timelines set forth therein. The Company is also obligated to develop at least one licensed product in an autoimmune indication and to pursue worldwide regulatory authorization for licensed products. The Company must use commercially reasonable efforts to commercialize each licensed product throughout each of the specified major markets as soon as practicable following receipt of regulatory authorization for such product in such market. Additionally, the Company must make the licensed product available through the U.K. and negotiate with relevant regulatory authorities to make each licensed product available through the National Health Service in England and Wales within a specified time of the licensed product being made available elsewhere in the territory. If the Company fails to meet one or more of these diligence obligations, and such failure is not remedied within the specified cure period, CRH shall have the right to terminate the CRH Agreement with respect to the relevant licensed product.

The Company is obligated to pay CRH a mid-five figure digit fee on each anniversary of the effective date. The Company is obligated pay up to an aggregate of £106.8 million ($135.1 million) upon the achievement of specified development, regulatory, commercial and sales milestone events, including: (i) payments of up to mid-six figure digits in pounds sterling for certain development milestones, (ii) payments of up to low-eight figures in pounds sterling per indication (for up to three indications) for certain regulatory and commercial milestones and (iii) payments up to mid-eight figures in pounds sterling for certain sales milestones. The Company is also obligated to pay tiered royalties ranging from a rate in the mid-single digit to high-single digit percentage on net sales. The royalty term continues for each licensed product on a country-by-country basis beginning on the first commercial sale of such licensed product and ending on the latest of (a) the date when such licensed product is no longer covered by a valid claim of a licensed patent in such country, (b) the expiration of the exclusivity period for such licensed product in such country, and (c) the tenth anniversary of the first commercial sale of such licensed product in such country. The Company is also responsible for a sublicensing revenue payment ranging from a rate in the mid-single digit to mid-double digits for any sublicense revenue.

The CRH Agreement shall remain in effect in each country in the territory until the expiry of the Company’s obligation to pay royalties in such country. Either party may terminate the CRH Agreement if the other party is in material breach that has not been remedied within the specified cure period or if the other party becomes insolvent. CRH also has the right to terminate the CRH Agreement if the Company or one of the Company’s sublicensees or affiliates challenges a licensed patent, or if the Company is acquired by a tobacco company.

As of June 30, 2024, the Company has not recognized milestone payments under the CRH Agreement as the underlying milestones were not achieved and are not assessed as probable.

ProBioGen Agreement

Under the Asset Purchase Agreement, Tenet was assigned a cell line development, manufacturing services and license agreement (the ProBioGen Agreement) originally entered into by ValenzaBio, Inc. and ProBioGen AG (ProBioGen) in February 2021, which was subsequently transferred to the Company by operation of law upon the closing of the Acquisition.

The ProBioGen Agreement granted the Company a non-exclusive license under certain know-how, patents and materials, to use cell lines in which ProBioGen’s proprietary technology is applied, to research, develop, manufacture, use, sell, offer to sell, import or export budoprutug. This license includes a non-exclusive sublicense by ProBioGen of certain third-party patent rights, limited to the use of budoprutug.

The Company is obligated to (i) make payments of up to €10.0 million ($10.7 million) upon the achievement of certain development, manufacturing and commercial milestones, including the start of a Phase 2 clinical trial for budoprutug, and (ii) make milestone payments of up to €7.0 million ($7.5 million) upon the achievement of certain sales milestones. If the Company elects to contract ProBioGen to perform certain manufacturing services for budoprutug, the milestone payments would be reduced by €1.1 million ($1.1 million).

The ProBioGen Agreement will remain in effect until the services are completed for the service-related component and until the payment obligations expire in connection with the commercial license component. Both parties have the right to terminate the ProBioGen Agreement if the other party becomes insolvent, or materially breaches the ProBioGen Agreement and fails to remedy such default within the specified cure period.

As of June 30, 2024, the Company has not recognized milestone payments under the ProBioGen Agreement as the underlying milestones were not achieved and are not assessed as probable.

Condensed Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) $ in Thousands	6 Months Ended
	Jun. 30, 2024 USD ($)
Income Statement [Abstract]
Income tax	$ 0

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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-Publisher FASB
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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
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-Topic 235
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

+ Details

Restructuring Plan (Additional Information) (Details) $ in Millions	3 Months Ended	6 Months Ended	12 Months Ended
	Jun. 30, 2023 USD ($)	Jun. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)	Oct. 31, 2023 Employee	Feb. 07, 2023
Restructuring Cost and Reserve [Line Items]
Workforce reduction, percentage					55.00%
Workforce reduction number of employees \| Employee				10
Restructuring Costs [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring Cost \| $	$ 0.7	$ 16.5	$ 18.8

- Definition

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

+ References + Details

License Agreements (Additional Information) (Details) - Jun. 30, 2024 € in Millions, £ in Millions, $ in Millions	EUR (€)	GBP (£)	USD ($)
CRH Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Milestone Payments		£ 106.8	$ 135.1
ProBioGen Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Milestone Payments	€ 10.0		10.7
ProBioGen Agreement [Member] \| ProBioGen Sales Milestones (Member)
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Milestone Payments	7.0		7.5
ProBioGen Agreement [Member] \| ProBioGen Manufacturing Service (Member)
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Reduced Milestone Payment	€ 1.1		1.1
Acelyrin, Inc. [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Milestone Payments			$ 157.5

Restructuring Plan - Schedule of restructuring liability (Details) - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2024	Mar. 31, 2024
Restructuring and Related Activities [Abstract]
Restructuring Liability, Beginning Balance	$ 315	$ 1,077
Restructuring costs incurred during the period	0	20
Restructuring costs paid during the period	(281)	(782)
Restructuring Liability, Ending Balance	$ 34	$ 315

Certain Balance Sheet Accounts - Summary of Accrued Expenses (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Accrued payroll expenses	$ 1,342	$ 1,111
Other accrued expenses	1,283	90
Other current liabilities	231	138
Accrued expenses, related party	81	0
Accrued research and development expenses	60	28
Accrued restructuring costs	34	1,066
Total accrued expenses	$ 3,031	$ 2,433

Certain Balance Sheet Accounts

6 Months Ended

Jun. 30, 2024

Balance Sheet Related Disclosures [Abstract]

Certain Balance Sheet Accounts

4. Certain Balance Sheet Accounts

Prepaid Expenses and Other Current Assets

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


	June 30, 2024		December 31, 2023
Research and development expenses		1,858		34
Other assets		696		552
Prepaid expenses		303		847
Recoverable research and development tax credits		—		2,024
Total prepaid expenses and other current assets	$	2,857	$	3,457

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):


	June 30, 2024		December 31, 2023
Accrued payroll expenses	$	1,342	$	1,111
Other accrued expenses		1,283		90
Other current liabilities		231		138
Accrued expenses, related party		81		—
Accrued research and development expenses		60		28
Accrued restructuring costs		34		1,066
Total accrued expenses	$	3,031	$	2,433

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 223,140	$ 93,112
Short-term marketable securities	0	13,686
Prepaid expenses and other current assets	2,857	3,457
Total current assets	225,997	110,255
Operating lease right-of-use assets	21	199
Other long-term assets	0	15
Total assets	226,018	110,469
Current liabilities:
Accounts payable	509	66
Accounts payable, related party	101	0
Accrued expenses and other current liabilities	2,950	2,433
Accrued expenses and other current liabilities, related party	81	0
Operating lease liabilities	100	334
Total current liabilities	3,741	2,833
Operating lease liabilities, net of current portion	0	22
Other long-term liabilities	0	15
Total liabilities	3,741	2,870
Commitments and contingencies (Note 7)
Stockholders' equity
Common stock, $0.0001 par value per share, 250,000,000 shares authorized; 66,785,449 and 27,699,446 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively	7	3
Additional paid-in capital	434,835	263,577
Accumulated other comprehensive loss	(0)	(2)
Accumulated deficit	(212,565)	(155,979)
Total stockholders' equity	222,277	107,599	$ 128,715
Total liabilities and stockholders' equity	$ 226,018	$ 110,469

Related Party Transactions

6 Months Ended

Jun. 30, 2024

Related Party Transactions

5. Related Party Transactions

As a result of the Acquisition, the following agreement of Tenet effectively became an agreement of the Company.

Services Agreement with Sera Services, Inc.

In November 2023, Tenet entered into an agreement (the Sera Services Agreement) with Sera Services, Inc. (Sera Services), a wholly-owned subsidiary of Sera Medicines, LLC (Sera Medicines), which was subsequently transferred to the Company by operation of law upon the closing of the Acquisition, pursuant to which Sera Services provides research and other services to the Company. Sera Medicines is an entity controlled by RA Capital Management. Dr. Stephen Thomas, a current board member of the Company, owns a minority ownership in and is also a board member of Sera Medicines.

Under the terms of the Sera Services Agreement, the Company compensates Sera Services on a fully burdened cost basis for personnel time devoted to Company projects. In addition, the Company reimburses Sera Services on a cost basis for any subcontractor costs incurred. The Company pays Sera Services on a monthly basis, in arrears, for services performed and costs incurred. The Sera Services Agreement has a term of two years and will automatically renew on its anniversary date for additional one-year terms. The Company may terminate the Sera Services Agreement by giving 30 days’ prior notice to Sera Services.

In connection with the closing of the Acquisition, the Company assumed accounts payable of $0.1 million and accrued liabilities of $0.1 million related to the Sera Services Agreement, which are reflected in the interim condensed consolidated balance sheet as of June 30, 2024. There were no material costs incurred under the Sera Services Agreement recorded in the interim condensed consolidated statement of operations.

Refer to Note 2, Asset Acquisition and Private Placement with a Related Party, in these interim condensed consolidated financial statements for additional related party transactions.

- Definition

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

+ References

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

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

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

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

+ Details

Net Loss Per Share - Schedule of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Earnings Per Share [Abstract]
Net Income (Loss)	$ (54,889)	$ (5,220)	$ (56,586)	$ (27,510)
Weighted-average number of shares outstanding used to compute net loss per share, basic	30,349,562	26,840,555	28,994,045	26,667,458
Weighted-average number of shares outstanding, Diluted	30,349,562	26,840,555	28,994,045	26,667,458
Net loss per share, basic	$ (1.81)	$ (0.19)	$ (1.95)	$ (1.03)
Net loss per share, diluted	$ (1.81)	$ (0.19)	$ (1.95)	$ (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.

+ References

+ Details

- Definition

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

+ References

+ Details

- Definition

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

+ References

+ Details

Net Loss Per Share - Schedule of Antidilutive Securities Excluded from Computation of Net Loss Per Share Attributable to Common Stockholders (Details) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Redeemable convertible preferred stock	4,068,124	5,568,054	4,068,124	5,568,054
Common Stock Options [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Redeemable convertible preferred stock	2,834,181	5,354,618	2,834,181	5,354,618
Unvested Restricted Stock Awards [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Redeemable convertible preferred stock	1,233,943	213,436	1,233,943	213,436

Asset Acquisition and Private Placement with a Related Party

6 Months Ended

Jun. 30, 2024

Asset Acquisition [Abstract]

Asset Acquisition and Private Placement with a Related Party

2. Asset Acquisition and Private Placement with a Related Party

Background

The Company entered into (i) an Agreement and Plan of Merger and Reorganization, dated as of April 10, 2024 (the Acquisition Agreement), by and among the Company, Tango Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (Transitory Subsidiary), Tenet Medicines, Inc. (Tenet), a Delaware corporation, and, solely in his capacity as Tenet equityholder representative, Stephen Thomas, providing for the acquisition of Tenet by the Company through the merger of Transitory Subsidiary into Tenet, with Tenet surviving as a wholly owned subsidiary of the Company, (ii) a Securities Purchase Agreement, dated as of April 10, 2024 (the Securities Purchase Agreement), by and among the Company and several accredited institutional investors (the PIPE Investors) including funds affiliated with RA Capital Management, L.P. (RA Capital Management), pursuant to which the Company agreed to issue and sell to the PIPE Investors in the Private Placement an aggregate of 31,238,282 shares (the PIPE Shares) of the Company’s common stock , and (iii) a registration rights agreement with the PIPE Investors, pursuant to which the Company agreed to register for resale the PIPE Shares.

On June 27, 2024, the Company completed its acquisition of Tenet in accordance with the terms of the Acquisition Agreement. Tenet is a development stage biotechnology company that was majority-owned by funds affiliated with RA Capital Management prior to the closing of the Acquisition. Immediately prior to the closing of the Acquisition and Private Placement, RA Capital Management beneficially owned approximately 43.9% of the Company’s outstanding common stock. The Private Placement closed immediately following the closing of the Acquisition. The Company received aggregate gross proceeds from the Private Placement of approximately $120.0 million, before deducting offering costs of $0.3 million. The offering costs were recorded as a reduction of additional paid-in capital generated in connection with the Private Placement.

At the effective time of the Acquisition, by virtue of the Acquisition and without any action on the part of the holders of common stock of Tenet, (i) all issued and outstanding shares of the common stock of Tenet and (ii) all securities convertible into shares of common stock of Tenet were converted into the right to receive, in the aggregate, 5,560,047 shares of the Company’s common stock.

Basis of Presentation

In accordance with the ASC Topic 805, Business Combinations, the Company first evaluated the initial screen test to determine if substantially all of the fair value of the gross assets acquired of Tenet was concentrated in a single asset or a group of similar assets. The Company concluded that substantially all of the fair value of the gross assets being acquired of Tenet was concentrated in the in-process research and development related to the budoprutug asset (IPR&D). Accordingly, the Company accounted for the Acquisition as an asset acquisition. In accordance with the asset acquisition method of accounting, the cost of the asset acquisition, which reflects the consideration transferred, (i) was allocated to the assets acquired and liabilities assumed on a relative fair value basis, (ii) no goodwill was recorded and (iii) all direct transaction costs were included in the total consideration transferred.

As illustrated further below, the amount of the consideration transferred that was allocated to the IPR&D was $51.7 million, which was expensed on the condensed consolidated statements of operations and comprehensive loss, as the IPR&D was determined to have no future alternative use at the closing of the Acquisition.

Consideration Transferred

The fair value of the total consideration was approximately $52.8 million and is comprised of the following components (in thousands):


Equity consideration	$	41,867
Settlement of pre-existing loan		5,036
Direct transaction costs		5,849
Total consideration	$	52,752

•

Equity consideration: Based on: (i) the issuance of 5,560,047 shares of the Company’s common stock issued to the equityholders of Tenet and (ii) the closing stock price of the Company’s common stock on the Nasdaq Global Market on June 27, 2024, which was $7.53 per share.

•

Settlement of pre-existing loan: In May 2024, the Company and Tenet entered into a Senior Secured Promissory Note (the Note) providing for the Company to make short-term loans to Tenet up to an aggregate principal amount of $15.0 million. Pursuant to the Note, the Company made a loan (the Loan) of $5.0 million to Tenet in order to provide it with sufficient cash to fund its operations prior to the consummation of the Acquisition. The Loan included simple interest at a fixed rate per annum of 6%. Upon closing of the Acquisition, the Loan and accrued interest were eliminated in the interim condensed consolidated financial statements as the preexisting relationship was effectively settled and included in consideration transferred. Further, as the carrying value of the Loan was determined to approximate fair value at the time of the Acquisition, no gain or loss was recorded upon the effective settlement.

•

Transaction costs: Represents the direct transaction costs, primarily legal and advisory services incurred by the Company in connection with the Acquisition.

Purchase Price Allocation

The following is the allocation of the purchase consideration for the Acquisition based on the fair value of the net assets acquired by the Company (in thousands):


Assets acquired
In-process research and development	$	51,659
Cash and cash equivalents		1,204
Prepaid expenses and other current assets		1,861
Total assets acquired	$	54,724
Liabilities assumed
Accounts payable		(1,603	)
Accounts payable, related party		(101	)
Accrued expenses and other current liabilities		(192	)
Accrued expenses, related party		(76	)
Total liabilities assumed	$	(1,972	)
Net assets acquired	$	52,752

Commitments and Contingencies

6 Months Ended

Jun. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

7. Commitments and Contingencies

Facility Leases

The Company leases office space in the U.S. under a non-cancelable operating lease and leased office space in Cambridge, U.K. from May 2021 until June 30, 2024.

In November 2021, the Company agreed to lease approximately 5,000 square feet of office space in Bellevue, Washington. The term of this lease is 39 months, which commenced on November 1, 2021. The lease contains rent escalation clauses and an option to extend the term of the lease for an additional 3-year period at a market rate determined according to the lease. At the lease's inception and as of December 31, 2023, the Company does not expect that it will exercise its option to extend the lease, and therefore the period covered by this option is not included in the lease term.

In July 2023, the Company entered into a non-cancellable sublease agreement for the Bellevue office space, under the terms of which the Company is entitled to receive $0.2 million in lease payments over the term of the sublease, which commenced in July 2023 and ends concurrently with the original lease in January 2025. In advance of the sublease, the Company ceased use of and vacated the Bellevue office space in June 2023. The Company considered these circumstances to be an indicator of impairment and recorded an ROU asset impairment loss during the second quarter of 2023 of $0.2 million, which was the amount by which the carrying value of the lease ROU asset exceeded the fair value. The fair value is based on the discounted cash flows of anticipated net rental income for the office space subleased.

As of June 30, 2024, the remaining lease term was 0.6 years and the incremental borrowing rate used to determine the operating lease liability was 7.5%.

For each of the three months ended June 30, 2024 and 2023, the Company incurred $0.1 million in rent expense. For the six months ended June 30, 2024 and 2023, the Company incurred $0.1 million and $0.2 million in rent expense, respectively. Sublease income for the three and six months ended June 30, 2024 was $33,000 and $66,000 respectively, which was classified as a reduction in rent expense.

As of June 30, 2024, the annual future minimum lease payments due under the Company’s non-cancelable operating lease were as follows (in thousands):


	Operating Lease			Sublease			Net Operating
Year Ending December 31,	Payments			Income			Lease Payments
2024 (remaining 6 months)	$	87			(66	)		21
2025		15			(11	)		4
Total undiscounted lease payments	$	102		$	(77	)	$	25
Present value adjustment		(2	)
Total operating lease liabilities	$	100

Legal Proceedings

From time to time, the Company may have certain contingent liabilities that arise in the ordinary course of its business activities. The Company accrues a liability for such matters when it is probable that future expenditures will be made and that such expenditures can be reasonably estimated. Significant judgment is required to determine both probability and the estimated amount. As of the date of these condensed consolidated financial statements, the Company is not party to any material legal matters or claims.

Indemnification

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 intends to enter 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. The Company currently has directors’ and officers’ insurance coverage that reduces its exposure and enables the Company to recover a portion of any future amounts paid. The Company believes the estimated fair value of these indemnification agreements in excess of applicable insurance coverage is immaterial.