0001544227-22-000006 | 10-Q | XBRL Viewer

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Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2022	Nov. 02, 2022
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2022
Document Transition Report	false
Entity File Number	001-35890
Entity Registrant Name	Tempest Therapeutics, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	45-1472564
Entity Address, Address Line One	7000 Shoreline Court, Suite 275
Entity Address, City or Town	South San Francisco,
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94080
City Area Code	(415)
Local Phone Number	798-8589
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	TPST
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		10,517,099
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001544227
Security Exchange Name	NASDAQ

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Cash and cash equivalents	$ 42,791,000	$ 51,829,000
Insurance recovery of legal settlement	15,200,000	15,000,000
Prepaid expenses and other current assets	2,266,000	2,134,000
Total current assets	60,257,000	68,963,000
Property and equipment, net	919,000	1,113,000
Operating lease right-of-use assets	1,312,000	3,051,000
Other non-current assets	683,000	111,000
Total assets	63,171,000	73,238,000
Accounts payable	925,000	991,000
Accrued legal settlement	15,200,000	15,000,000
Accrued expenses	2,585,000	1,589,000
Current loan payable	3,500,000	0
Current operating lease liabilities	871,000	1,442,000
Accrued compensation	859,000	912,000
Interest payable	119,000	92,000
Total current liabilities	24,059,000	20,026,000
Loan payable (net of discount and issuance costs of $489 and $756, respectively)	11,836,000	15,069,000
Operating lease liabilities, less current portion	503,000	2,026,000
Total liabilities	36,398,000	37,121,000
Commitments and contingencies (Note 6)
Common stock, $0.001 par value; 100,000,000 shares authorized at March 31, 2022 and December 31, 2021; 7,173,094 and 6,910,324 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively	10,000	7,000
Additional paid-in capital	153,432,000	136,173,000
Accumulated deficit	(126,669,000)	(100,063,000)
Total stockholders’ equity	26,773,000	36,117,000
Total liabilities and stockholders’ equity	$ 63,171,000	$ 73,238,000

Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Net of discount and issuance costs	$ 489	$ 756
Common stock, shares outstanding	10,517,099	6,910,324
Common stock, shares issued	10,517,099	6,910,324
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	100,000,000	100,000,000

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Statement [Abstract]
Research and development	$ 5,973	$ 4,630	$ 16,733	$ 12,451
General and administrative	2,798	3,106	8,973	7,197
Loss from operations	(8,771)	(7,736)	(25,706)	(19,648)
Interest expense	(389)	(437)	(1,186)	(944)
Interest and other (expense) income, net	213	63	286	69
Total other (expense) income, net	(176)	(374)	(900)	(875)
Provision for income taxes	0	0	0	0
Net loss	$ (8,947)	$ (8,110)	$ (26,606)	$ (20,523)
Net loss per share of common stock, basic (in dollars per share)	$ (0.66)	$ (1.21)	$ (2.46)	$ (7.49)
Net loss per share of common stock, diluted (in dollars per share)	$ (0.66)	$ (1.21)	$ (2.46)	$ (7.49)
Weighted-average shares of common stock outstanding, basic (in shares)	13,635,927	6,717,655	10,815,900	2,739,602
Weighted-average shares of common stock outstanding, diluted (in shares)	13,635,927	6,717,655	10,815,900	2,739,602
Foreign currency translation adjustment	$ 0	$ (89)	$ 0	$ (89)
Comprehensive loss	$ (8,947)	$ (8,199)	$ (26,606)	$ (20,612)

Condensed Consolidated Statements of Stockholders’ Equity (Deficit) - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Accumulated Other Comprehensive Loss
Beginning balance (in shares) at Dec. 31, 2020		498,224
Beginning balance at Dec. 31, 2020	$ (68,793)	$ 1	$ 2,967	$ (71,761)	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options (in shares)		4,368
Exercise of stock options	20		20
Vesting of early exercised stock options (in shares)		11,916
Vesting of early exercised stock options	57		57
Share-based compensation	120		120
Net loss	(5,355)			(5,355)
Ending balance at Mar. 31, 2021	(73,951)	$ 1	3,164	(77,116)	0
Ending balance (in shares) at Mar. 31, 2021		514,508
Beginning balance (in shares) at Dec. 31, 2020		498,224
Beginning balance at Dec. 31, 2020	$ (68,793)	$ 1	2,967	(71,761)	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options (in shares)	25,871
Conversion of preferred stock to common stock (in shares)		3,692,912
Conversion of preferred stock to common stock	$ 86,707	$ 4	86,703
Net loss	(20,523)
Ending balance at Sep. 30, 2021	(43,536)	$ 7	135,902	(92,284)	(89)
Ending balance (in shares) at Sep. 30, 2021		6,900,595
Beginning balance (in shares) at Mar. 31, 2021		514,508
Beginning balance at Mar. 31, 2021	(73,951)	$ 1	3,164	(77,116)	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock for cash (in shares)		1,136,849
Issuance of common stock for cash	30,010	$ 1	30,009
Exercise of stock options (in shares)		6,285
Exercise of stock options	29		29
Vesting of early exercised stock options (in shares)		8,314
Vesting of early exercised stock options	39		39
Share-based compensation	411		411
Reverse capitalization transaction costs	(6,074)		(6,074)
Record pre-merger Millendo stockholders’ equity and elimination of Millendo historical accumulated deficit (in shares)		1,269,446
Record pre-merger Millendo stockholders' equity and elimination of Millendo historical accumulated deficit	18,001	$ 1	18,000
Net loss	(7,058)			(7,058)
Ending balance at Jun. 30, 2021	48,114	$ 7	132,281	(84,174)	0
Ending balance (in shares) at Jun. 30, 2021		6,628,314
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Foreign currency translation adjustment	(89)				(89)
Issuance of common stock for cash (in shares)		248,424
Issuance of common stock for cash	3,513		3,513
Exercise of stock options (in shares)		15,226
Exercise of stock options	48		48
Vesting of early exercised stock options (in shares)		8,631
Vesting of early exercised stock options	37		37
Share-based compensation	296		296
Reverse capitalization transaction costs	(346)		(346)
Issuance of common stock warrants	73		73
Net loss	(8,110)			(8,110)
Ending balance at Sep. 30, 2021	(43,536)	$ 7	135,902	(92,284)	$ (89)
Ending balance (in shares) at Sep. 30, 2021		6,900,595
Beginning balance (in shares) at Dec. 31, 2021		6,910,324
Beginning balance at Dec. 31, 2021	36,117	$ 7	136,173	(100,063)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(8,491)			(8,491)
Ending balance at Mar. 31, 2022	29,357	$ 7	137,904	(108,554)
Ending balance (in shares) at Mar. 31, 2022		7,173,094
Beginning balance (in shares) at Dec. 31, 2021		6,910,324
Beginning balance at Dec. 31, 2021	36,117	$ 7	136,173	(100,063)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock for cash (in shares)		262,770
Issuance of common stock for cash	$ 1,403	$ 0	1,403
Exercise of stock options (in shares)	0
Share-based compensation	$ 328		328
Net loss	(26,606)
Ending balance at Sep. 30, 2022	26,773	$ 10	153,432	(126,669)
Ending balance (in shares) at Sep. 30, 2022		10,517,099
Beginning balance (in shares) at Mar. 31, 2022		7,173,094
Beginning balance at Mar. 31, 2022	29,357	$ 7	137,904	(108,554)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock for cash (in shares)		3,152,265
Issuance of common stock for cash	7,095	$ 3	7,092
Share-based compensation	367		367
Issuance of common stock warrants	7,281		7,281
Net loss	(9,168)			(9,168)
Ending balance at Jun. 30, 2022	34,932	$ 10	152,644	(117,722)
Ending balance (in shares) at Jun. 30, 2022		10,325,359
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock for cash (in shares)		191,740
Issuance of common stock for cash	350		350
Share-based compensation	438		438
Net loss	(8,947)			(8,947)
Ending balance at Sep. 30, 2022	$ 26,773	$ 10	$ 153,432	$ (126,669)
Ending balance (in shares) at Sep. 30, 2022		10,517,099

Condensed Consolidated Statements of Stockholders’ Equity (Deficit) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021
Statement of Stockholders' Equity [Abstract]
Stock issuance costs	$ 111	$ 343	$ 44	$ 349
Warrant issuance costs		$ 283

Condensed Consolidated Statements of Cash Flows - USD ($)	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Operating activities:
Net loss	$ (26,606,000)	$ (20,523,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense	421,000	272,000
Stock-based compensation expense	1,133,000	827,000
Non-cash lease expense	854,000	589,000
Non-cash interest and other expense, net	267,000	516,000
Changes in operating assets and liabilities:
Prepaid expenses and other assets	(336,000)	190,000
Accounts payable	(89,000)	1,130,000
Accrued expenses and other liabilities	946,000	(363,000)
Interest payable	27,000	89,000
Operating lease liabilities	(1,210,000)	(699,000)
Cash used in operating activities	(24,593,000)	(17,972,000)
Investing activities:
Purchase of property and equipment	(206,000)	(108,000)
Repayment of note receivable	0	38,000
Cash used in investing activities	(206,000)	(70,000)
Financing activities:
Proceeds from the issuance of common stock, net of issuance costs	8,849,000	33,474,000
Proceeds from issuance of pre-funded warrants, net of issuance costs	7,280,000	0
Borrowings on loan payable	0	15,000,000
Payment of loan issuance costs	0	(93,000)
Cash acquired in connection with reverse recapitalization	0	17,045,000
Payment of reverse recapitalization transaction costs	0	(6,420,000)
Proceeds from option exercises	0	66,000
Cash provided by financing activities	16,129,000	59,072,000
Effect of exchange rate changes on cash	0	(89,000)
Net (decrease) increase in cash and cash equivalents	(8,670,000)	40,941,000
Cash, cash equivalents and restricted cash at beginning of period	51,829,000	18,820,000
Cash, cash equivalents and restricted cash at end of period	43,159,000	59,761,000
Supplemental disclosure of cash flow information:
Cash paid for interest	893,000	682,000
Non-cash operating activities:
Lease modification	884,000	0
Non-cash investing activities:
Property and equipment in accounts payable	4,000	0
Non-cash financing activities:
Vesting of early exercise stock options	$ 0	$ 135,000

Organization and Description of the Business	9 Months Ended
Organization and Description of the Business	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Description of the Business	ORGANIZATION AND DESCRIPTION OF THE BUSINESS Description of Business—Tempest Therapeutics, Inc. (“Tempest” or the “Company”) is a clinical-stage oncology company advancing small molecules that combine both tumor-targeted and immune-mediated mechanisms with the potential to treat a wide range of tumors. The Company’s two novel clinical programs are TPST-1120 and TPST-1495, antagonists of PPARα and EP2/EP4, respectively. Both programs are advancing through clinical trials designed to study the agents as monotherapies and in combination with other approved agents. Tempest is also developing an orally available inhibitor of TREX-1, a target that controls activation of the the cGAS/STING pathway. Tempest is headquartered in South San Francisco, California. Merger with Millendo—On March 29, 2021, TempestTx, Inc. (“Private Tempest”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Millendo Therapeutics, Inc. (“Millendo”). Concurrent with the execution and delivery of the Merger Agreement, Private Tempest entered into funding agreements with certain investors named therein, pursuant to which the investors agreed to purchase, in the aggregate, $30.0 million of common stock of Private Tempest, convertible into securities of Millendo. On June 25, 2021, Private Tempest completed the merger with Millendo in accordance with the Merger Agreement. Prior to the effective time of the merger, Millendo effected a 1-for-15 reverse stock split, and right after the merger, Millendo changed its name to Tempest Therapeutics, Inc. Under the terms of the Merger Agreement, immediately prior to the effective time of the merger, each share of Private Tempest’s preferred stock was converted into a share of Private Tempest’s common stock. At closing of the merger, the Company issued an aggregate of approximately 5,365,899 shares of its common stock to Private Tempest stockholders, based on an exchange ratio of 0.0322 shares of the Company’s common stock for each share of Private Tempest common stock outstanding immediately prior to the merger, including those shares of common stock issued upon conversion of the Private Tempest preferred stock, resulting in approximately 6,635,345 shares of the Company’s common stock being issued and outstanding immediately following the effective time of the merger. The Company also assumed all of the outstanding and unexercised stock options and warrants to purchase shares of Private Tempest capital stock. The assumed options continue to be governed by the terms of the 2011 and 2017 Equity Incentive Plans (as discussed more in Note 9) under which the options were originally granted, with such options hence forth representing the right to purchase a number of shares of the Company’s common stock equal to 0.0322 multiplied by the number of shares of Private Tempest common stock previously represented by such options. The merger was accounted for as a reverse recapitalization in accordance with U.S. generally accepted accounting principles (“GAAP”). Under this method of accounting, Private Tempest was be deemed to be the accounting acquirer for financial reporting purposes. This determination was primarily based on the expectation that, immediately following the merger: (i) Private Tempest stockholders would own a substantial majority of the voting rights; (ii) Private Tempest would designate a substantial majority of the initial members of the board of directors of the combined company; (iii) Private Tempest’s executive management team would become the management of the combined company; and (iv) the combined company would be named Tempest Therapeutics, Inc. Accordingly, for accounting purposes, the merger was treated as the equivalent of Tempest issuing stock to acquire the net assets of Millendo. As a result of the merger, the net assets of Millendo were recorded at their acquisition-date fair value in the financial statements of Private Tempest and the reported operating results prior to the merger will be those of Private Tempest. Historical per share figures of Private Tempest have been retroactively restated based on the exchange ratio of 0.0322. Liquidity and Management Plans—The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred operating losses since inception. The Company’s ultimate success depends on the outcome of the ongoing research and development activities. The Company has not yet generated product sales and as a result has experienced operating losses since inception. The Company expects to incur additional losses in the future to conduct research and development and will need to raise additional capital to fully implement management’s business plan. The Company intends to raise such capital through the issuance of additional equity and potentially through borrowings, strategic alliances with partner companies and other licensing transactions. However, if such financing is not available at adequate levels, the Company may need to reevaluate its operating plans. Management believes that its cash and cash equivalents as of September 30, 2022 will be sufficient to fund the Company’s cash requirements for the next 12 months following the issuance of these financial statements.On April 29, 2022, the Company completed a private investment in public equity (“PIPE”) financing from the sale of 3,149,912 shares of its common stock at a price per share of $2.36 and, and in lieu of shares of common stock, pre-funded warrants to purchase up to 3,206,020 shares of its common stock at a price per pre-funded warrant of $2.359 to EcoR1 Capital, LLC and Versant Venture Capital (the “PIPE Investors”). Net proceeds from the PIPE financings totaled approximately $14.5 million, after deducting offering expenses. The Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the PIPE Investors pursuant to which the Company filed a registration statement with the SEC registering the resale of the 3,149,912 shares common stock and the 3,206,020 shares of common stock underlying the pre-funded warrants issued in the PIPE financing.

Summary of Significant Accounting Policies	9 Months Ended
Summary of Significant Accounting Policies	Sep. 30, 2022
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Significant Accounting Policies -- The Company’s significant accounting policies are described in Note 2, “Summary of Significant Accounting Policies,” in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on March 29, 2022. There have been no material changes to the significant accounting policies during the period ended September 30, 2022. Basis of Presentation—The unaudited interim Condensed Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted. These unaudited interim Condensed Consolidated Financial Statements should be read in conjunction with the Company’s audited consolidated financial statements and notes included in the company’s Annual Report on Form 10-K for the year ended December 31, 2021. The Company has prepared the accompanying Condensed Consolidated Financial Statements on the same basis as the audited financial statements, and the unaudited interim financial statements include, in the Company’s opinion, all adjustments, consisting only of normal recurring adjustments that the Company considers necessary for a fair presentation of its financial position and results of operations for these periods. Use of Estimates—The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates and assumptions, including those related to research and development accruals, recoverability of long-lived assets, right-of-use assets, lease obligations, stock-based compensation and income taxes uncertainties and valuation allowances. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from those estimates.

Millendo Merger	9 Months Ended
Millendo Merger	Sep. 30, 2022
Business Combination and Asset Acquisition [Abstract]
Millendo Merger	MILLENDO MERGER As described in Note 1, Private Tempest merged with the Company on June 25, 2021. The merger was accounted for as a reverse recapitalization with Private Tempest as the accounting acquirer. The primary pre-combination assets of Millendo were cash, cash equivalents and restricted cash. Under reverse recapitalization accounting, the assets and liabilities of Millendo were recorded at their fair value which approximated book value due to the short-term nature of the instruments. No goodwill or intangible assets were recognized. Consequently, the Condensed Consolidated Financial Statements of Tempest reflect the operations of Millendo for accounting purposes together with a deemed issuance of shares, equivalent to the shares held by the former stockholders of the legal acquirer and a recapitalization of the equity of the accounting acquirer. As part of the reverse recapitalization, the Company obtained approximately $17.0 million of cash, cash equivalents and restricted cash. The Company also obtained prepaids and other assets of approximately $1.4 million and assumed payables and accruals of approximately $0.5 million. The Company also acquired the operating lease right-of-use asset of $2.1 million and the related operating lease liability of $2.1 million. All of the development programs and associated collaboration arrangements were terminated prior to the merger and were deemed to have no value at the transaction date and the Company has since wound down the legacy Millendo operations. The Company incurred transaction costs of approximately $6.4 million and this amount is recorded in additional paid-in capital in the Condensed Consolidated Statements of Stockholders’ Equity for the year ended December 31, 2021.

Fair Value Measurements

9 Months Ended

Sep. 30, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

FAIR VALUE MEASUREMENTS

The following tables present the Company’s fair value hierarchy for assets measured at fair value on a recurring basis:


	September 30, 2022
	Level 1		Level 2		Level 3		Total
Cash and cash equivalents	$	42,791	$	—	$	—	$	42,791
Total	$	42,791	$	—	$	—	$	42,791

	December 31, 2021
	Level 1		Level 2		Level 3		Total
Cash and cash equivalents	$	51,829	$	—	$	—	$	51,829
Total	$	51,829	$	—	$	—	$	51,829

- Definition

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

+ References + Details

Balance Sheet Items

9 Months Ended

Sep. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Balance Sheet Items

BALANCE SHEET COMPONENTS

Prepaid expenses and other current assets consist of the following:


	September 30,		December 31,
	2022		2021
Prepaid expenses	$	998	$	949
Prepaid research and development costs	333		632
Other current assets	935		553
Total	$	2,266	$	2,134

Property and equipment, net, consists of the following:


	September 30,		December 31,
	2022		2021
Computer equipment and software	$	184	$	156
Furniture and fixtures	203		193
Lab equipment	937		748
Leasehold improvements	840		840
Property and equipment	2,164		1,937
Less: accumulated depreciation	(1,245)		(824)
Property and equipment, net	$	919	$	1,113

Depreciation expense for the three and nine months ended September 30, 2022 was $201 and $421, respectively. Depreciation expense for the three and nine months ended September 30, 2021 was $107 and $272, respectively.

Accrued liabilities consist of the following:


	September 30,		December 31,
	2022		2021
Accrued other liabilities	$	1,314	$	748
Accrued clinical trial liabilities	1,271		841
Total	$	2,585	$	1,589

Commitment and Contingencies

9 Months Ended

Sep. 30, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies Disclosure

COMMITMENTS AND CONTINGENCIES

Facilities Lease Agreements—In February 2019, the Company entered into a 5-year office lease agreement for a 9,780 square feet facility in South San Francisco, California (“SSF Lease”). The original lease term expires on February 29, 2024. In June 2022, the lease was amended to terminate early on January 31, 2023. The amendment was not accounted for as a separate contract and the lease liability and the right-of-use asset were remeasured on the lease modification date.

As a result of the merger with Millendo, the Company assumed Millendo’s noncancelable operating leases for office space which have remaining lease terms of approximately 1.5 years. In February 2019 and October 2018, Millendo entered into two noncancellable operating leases for office space in Ann Arbor, Michigan (“Ann Arbor Leases”) of which one that Millendo took possession of in April 2019 and the other that Millendo took possession of in July 2019, respectively. One of its leases in Ann Arbor, Michigan expires in June 2024 and the other expires in March 2024. There were no other leases assumed by the Company as of September 30, 2022.

As of September 30, 2022 and December 31, 2021, the balance of the operating lease right-of-use assets were $1,312 and $3,051, respectively, and the related operating lease liabilities were $1,374 and $3,468 respectively, as shown in the accompanying Condensed Consolidated Balance Sheets.

Rent expense was $274 and $978 for the three and nine months ended September 30, 2022, respectively. Rent expense was $358 and $680 for the three and nine months ended September 30, 2021, respectively.

As of September 30, 2022, future minimum lease payments under the SSF Lease and Ann Arbor Leases were as follows:



Year Ending	Total Commitment
2022 (excluding the nine months ended September 30, 2022)	$	269
2023	875
2024	302
Total minimum lease payments	1,446
Less: imputed interest	(72)
Present value of operating lease obligations	1,374
Less: current portion	(871)
Non-current operating lease obligations	$	503

In January 2022, the Company entered into a new 8-year office lease agreement for a 20,116 square feet facility in Brisbane, California ("Brisbane Lease"). The lease is scheduled to commence in January 2023. Future minimum lease payments for the Brisbane Lease as of September 30, 2022 are as follows: nil (2022), $1,738 (2023), $1,798 (2024), $1,861 (2025) and $10,331 (2026 and beyond).

Related to this Brisbane Lease agreement, the Company entered into a letter of credit with a bank to deposit $368 in a separate account that is restricted cash to serve as security rent deposit. This amount is included in other non-current assets in the accompanying Condensed Consolidated Balance Sheets as of September 30, 2022.

Guarantees and Indemnifications—In the normal course of business, the Company enters into agreements that contain a variety of representations and provide for general indemnification. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. As of September 30, 2022 and December 31, 2021, the Company does not have any material indemnification claims that were probable or reasonably possible and consequently has not recorded related liabilities.

Legal Proceedings—Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties, and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. As a result of the merger with Millendo, the Company is party to various litigation matters given Millendo’s role as successor to OvaScience, Inc. (“OvaScience”). OvaScience merged with Millendo in 2018. Prior to the merger with Millendo, OvaScience was sued in three matters that are disclosed below.

On November 9, 2016, a purported shareholder derivative action was filed in Massachusetts State court (Cima v. Dipp) against OvaScience and certain former officers and directors of OvaScience and OvaScience alleging breach of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement and waste of corporate assets for purported actions related to OvaScience’s January 2015 follow-on public offering. As of September 12, 2022, the parties have reached an agreement in principle and have executed a term sheet in connection with a settlement. On September 13, 2022, the parties filed a joint motion to stay the case pending settlement. On September 15, 2022, the court issued a 90 day nisi order. The parties are in discussions regarding a potential attorney fee award. If the parties cannot reach a resolution regarding a fee award, any potential award will be determined by the Court. Any final settlement is subject to Court approval.

On March 24, 2017, a purported shareholder class action lawsuit was filed in Massachusetts Federal court (Dahhan v. OvaScience, Inc.) against OvaScience and certain former officers of OvaScience alleging violations of Sections 10(b) and 20(a) of the Exchange Act (the “Dahhan Action”). On March 4, 2022, the parties filed a motion to preliminarily approve a settlement of the action. The settlement amount of $15 million will be funded entirely by insurance. All defendants expressly deny liability. On April 1, 2022, the Court preliminarily approved the settlement. The settlement remains subject to final approval. The amount of $15 million was recorded as accrued legal settlement with the offsetting insurance recovery of legal settlement in the accompanying Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021.

On July 27, 2017, a purported shareholder derivative complaint was filed in Massachusetts Federal court (Chiu v. Dipp) against OvaScience and certain former officers and directors of OvaScience alleging breach of fiduciary duties, unjust enrichment and violations of Section 14(a) of the Exchange Act. related to OvaScience’s January 2015 follow-on public offering and other public statements concerning OvaScience’s AUGMENT treatment. Following the Court’s dismissal of an amended complaint, the parties agreed that plaintiffs could file a second amended complaint and that the case would be stayed pending the resolution of the Dahhan Action. In May 2018, the court entered an order staying this case pending the resolution of the Dahhan Action. As of September 12, 2022, the parties have reached an agreement in principle and have executed a term sheet in connection with the settlement. The parties are in discussions regarding a potential attorney fee award. If the parties cannot reach a resolution regarding a fee award, any potential award will be determined by the Court. Any final settlement is subject to Court approval.

Loan Payable	9 Months Ended
Loan Payable	Sep. 30, 2022
Debt Disclosure [Abstract]
Loan Payable	LOAN PAYABLE On January 15, 2021, the Company entered into a loan agreement with a lender to borrow a term loan amount of $35,000 to be funded in three tranches. Tranche A of $15,000 was wired to the Company on January 15, 2021. Tranche B of $10,000 expired on March 31, 2022. Tranche C of $10,000 is available at lender’s option. The term loan matures on August 1, 2025 and has an annual floating interest rate of 7.15% which is an Index Rate plus 7%. Index Rate is the greater of (i) 30-day US LIBOR or (ii) 0.15%. Monthly principal payments of $500 will begin on March 1, 2023. Related to this borrowing, the Company recorded loan discounts totaling $898 and paid $95 of debt issuance costs. These amounts would be amortized as additional interest expense over the life of the loan. As of September 30, 2022, the balance of the loan payable (net of debt issuance costs) was $15,336, of which $3,500 was classified as current and $11,836 was classified as non-current. The carrying value of the loan approximates fair value (Level 2). For the three and nine months ended September 30, 2022, total interest expense was $389 and $1,186, respectively. For the three and nine months ended September 30, 2021, total interest expense was $437 and $944, respectively.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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+ Details

Stockholders' Equity

9 Months Ended

Sep. 30, 2022

Temporary Equity Disclosure [Abstract]

Stockholders' Equity

STOCKHOLDERS' EQUITY

Convertible Preferred Stock

Prior to the merger with Millendo on June 25, 2021, Private Tempest had issued and outstanding convertible preferred stock. The authorized, issued and outstanding shares of the convertible preferred stock and liquidation preferences of Private Tempest as of December 31, 2020 and June 24, 2021 were as follows:



Series	Shares Authorized	Shares Issued and Outstanding	Per Share Liquidation Preference		Aggregate Liquidation Amount		Proceeds Net of Issuance Cost		Net Carrying Value
Series A	17,000,000	17,000,000	$	1.00	$	17,000	$	16,982	$	16,982
Series B	25,186,738	25,186,738	1.00		25,187		24,943		12,235
Series B-1	93,749,993	72,499,993	0.80		58,000		57,489		57,489
	135,936,731	114,686,731			$	100,187	$	99,414	$	86,706

There was no convertible preferred stock issued nor outstanding as of September 30, 2022 and December 31, 2021.

Common Stock

Upon completion of the merger on June 25, 2021, the Company issued an aggregate of approximately 5,365,899 shares of its common stock to Private Tempest stockholders, based on an exchange ratio of 0.0322 shares of the Company’s common stock for each share of Private Tempest common stock outstanding immediately prior to the merger, including those shares of common stock issued upon conversion of the Private Tempest preferred stock (3,692,912 common shares) and those shares of common stock issued with its pre-merger financing of $30.0 million (1,136,849 common shares).

As of September 30, 2022 and December 31, 2021, the Company authorized to issue 100,000,000 shares of common stock and 5,000,000 shares of preferred stock, each with a par value of $0.001 per share. Of the common stock shares, authorized, 10,517,099 and 6,910,324 were issued and outstanding at September 30, 2022 and December 31, 2021, respectively. There were no shares subject to repurchase due to remaining vesting requirements. Common stockholders are entitled to dividends as declared by the Board of Directors, subject to rights of holders of all classes of stock outstanding having priority rights as to dividends. There was no preferred stock issued nor outstanding as of September 30, 2022 and December 31, 2021.

Common stockholders are entitled to dividends as declared by the Board of Directors, subject to rights of holders of all classes of stock outstanding having priority rights as to dividends. There have been no dividends declared to date. The holders of each share of common stock are entitled to one vote. Except for effecting or validating certain specific actions intended to protect the preferred stockholders, the holders of common stock vote together with preferred stockholders and have the right to elect one member of the Company’s Board of Directors.

ATM Program

On July 23, 2021, the Company entered into a sales agreement with Jefferies LLC, pursuant to which the Company may sell, from time to time, up to an aggregate sales price of $100,000,000 of its common stock through Jefferies LLC (the "ATM Program").

Pre-Funded Warrants

In April 2022, the Company completed a PIPE financing, which included the issuance of pre-funded warrants to purchase up to 3,206,020 shares of its common stock at a price per pre-funded warrant of $2.359 to the PIPE Investors. The pre-funded warrants provide that the holder will not have the right to exercise any portion of its warrants if such holder, together with its affiliates, would beneficially own in excess of 9.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to such exercise (the “Beneficial Ownership Limitation”); provided, however, that the holder may increase or decrease the Beneficial Ownership Limitation by giving 61 days’ notice to the Company, but not to any percentage in excess of 19.99%.

- Definition

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

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+ Details

Stock Compensation

9 Months Ended

Sep. 30, 2022

Share-Based Payment Arrangement [Abstract]

Stock Compensation

STOCK-BASED COMPENSATION

Equity Plans

In 2011, Private Tempest adopted the 2011 Equity Incentive Plan (the “2011 Plan), and in 2017, Private Tempest adopted the 2017 Equity Incentive Plan (the “2017 Plan”), and together with the 2011 Plan, “the Tempest Equity Plans”. Upon adoption of the 2017 Plan, the 2011 Plan was terminated.

The Board of Millendo adopted the 2019 Equity Incentive Plan (the “2019 Plan”) on April 29, 2019, subject to approval by the Company’s stockholders, and became effective with such stockholder approval on June 11, 2019. As a result of the merger, the Tempest Equity Plans were assumed by the Company. The number of shares of the Company's common stock reserved for issuance under the 2019 Plan will automatically increase on January 1st of each year, for a period of 10 years, from January 1, 2020 continuing through January 1, 2029, by 4% of the total number of shares of the Company's common stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares as may be determined by the Board of Directors. On January 1, 2022, the common stock reserved for issuance was increased by 276,412 shares.

On June 17, 2022, the Company’s stockholders approved the Amended and Restated 2019 Equity Incentive Plan (the “A&R 2019 Plan”), which amends and restates the 2019 Plan and will be a successor to, and replacement of, the 2019 Plan. The A&R 2019 Plan had been adopted by the Company’s Board of Directors and one of the material changes was to increase the number of shares available for issuance by 1,132,252. The A&R 2019 Plan still includes the annual evergreen provision of automatically increasing on January 1st of each year the number of option shares available for issuance by 4% of the total number of shares of the Company's common stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares as may be determined by the Board of Directors.

Both the 2017 Plan and the A&R 2019 Plan allow the Company to grant stock awards to employees, directors and consultants of the Company, including incentive stock options (“ISOs”), nonqualified stock options (“NSOs”), stock appreciation rights, restricted stock awards, restricted stock unit awards and other stock awards. The Company measures employee and non-employee stock-based awards at grant date fair value and records compensation expense on a straight-line basis over the vesting period of the award.

As of September 30, 2022, a total of 954,122 shares are available for future grant under the 2017 Plan and A&R 2019 Plan.

Employee Stock Ownership Plan

The Board of Millendo adopted the 2019 Employee Stock Purchase Plan on April 29, 2019, which became effective upon such stockholder approval on June 11, 2019. On June 17, 2022, the Company’s stockholders approved the Amended and Restated 2019 Employee Stock Purchase Plan (the “2019 ESPP”). The 2019 ESPP enables employees to purchase shares of the Company's common stock through offerings of rights to purchase the Company's common stock to all eligible employees.

The 2019 ESPP provides that the number of shares of common stock reserved for issuance under the 2019 ESPP will automatically increase on January 1, 2023 and continuing through (and including) January 1, 2029, by the lesser of 1.5% of the total number of shares of Common Stock outstanding on December 31st of the preceding calendar year, (ii) 500,000 shares of Common Stock, or (iii) such lesser number of shares of Common Stock as determined by the Board of Directors (which may be zero).

As of September 30, 2022, 137,097 shares of common stock remained available for future issuance under the 2019 ESPP. As of September 30, 2022, 6,120 shares of common stock had been issued under the 2019 ESPP during the three and nine months ended September 30, 2022.

Stock Options

Options to purchase the Company’s common stock may be granted at a price not less than the fair market value in the case of both NSOs and ISOs, except for an options holder who owns more than 10% of the voting power of all classes of stock of the Company, in which case the exercise price shall be no less than 110% of the fair market value per share on the grant date. Stock options granted under the Plans generally vest over four years and expire no later than ten (10) years from the date of grant. Vested options can be exercised at any time.

Prior to the merger, the grant date fair market value of the shares of common stock underlying stock options has historically been determined by the Company’s Board of Directors. Up until the merger, there had been no public market for the Company’s common stock, and therefore the Board of Directors exercised reasonable judgment and considered a number of objective and subjective factors to determine the best estimate of the fair market value, which included valuations performed by an independent third-party, important developments in the Company’s operations, sales of convertible preferred stock, actual operating results, financial performance, the conditions in the life sciences industry, the economy in general, the stock price performance and volatility of comparable public companies, and the lack of liquidity of the Company’s common stock.

The following shows the stock option activities for the nine months ended September 30, 2022 and 2021:


	Total Options Outstanding	Weighted-Average Exercise Price
Balance—December 31, 2021	790,637	$	32.82
Granted	903,527	3.35
Exercised	—	—
Cancelled and forfeited	(56,235)	266.80
Balance—September 30, 2022	1,637,929	8.72

Balance—December 31, 2020	452,165	$	5.35
Assumed in reverse recapitalization	177,591	179.79
Granted	232,669	19.09
Exercised	(25,871)	3.77
Cancelled and forfeited	(100,459)	107.77
Balance—September 30, 2021	736,095	37.47

The following table summarizes information about stock options outstanding at September 30, 2022:


	Shares	Weighted Average Remaining Contractual Life (In Years)	Weighted Average Exercise Price		Aggregate Intrinsic Value
Options outstanding	1,637,929	8.78	$	8.72	$	—
Vested and expected to vest	1,637,929	8.78	$	8.72	$	—
Exercisable	486,089	7.71	$	15.22	$	—

During the nine months ended September 30, 2022 and 2021, the Company granted employees and non-employees stock options to purchase 903,527 and 232,669 shares of common stock with a weighted-average grant date fair value of $2.83 and $11.83 per share, respectively. As of September 30, 2022 and 2021, total unrecognized compensation costs related to unvested employee stock options were $4,443 and $2,935, respectively. These costs are expected to be recognized over a weighted-average period of approximately 2.8 years and 1.4 years, respectively.

The Company estimated the fair value of stock options using the Black-Scholes option pricing valuation model. The fair value of employee stock options is being amortized on the straight-line basis over the requisite service period of the awards. The fair value of stock options was estimated using the following assumptions for the nine months ended September 30, 2022 and 2021:


	2022	2021
Expected term (in years)	5.5 - 6.1	5.8 - 6.1
Expected volatility	110% - 112%	67% - 68%
Risk-free interest rate	1.5% - 3.4%	0.9% - 1.1%
Dividends	—%	—%

Expected Term—The expected term of options granted represents the period of time that the options are expected to be outstanding. Due to the lack of historical exercise history, the expected term of the Company’s employee stock options has been determined utilizing the simplified method for awards that qualify as plain-vanilla options.

Expected Volatility—The expected stock price volatility assumption was determined by examining the historical volatilities for industry peers.

Risk-Free Interest Rate—The risk-free interest rate assumption is based on the U.S. Treasury instruments whose term was consistent with the expected term of the Company’s stock options.

Dividends—The Company has not paid any cash dividends on common stock since inception and does not anticipate paying any dividends in the foreseeable future. Consequently, an expected dividend yield of zero was used.

Stock-Based Compensation Expense

The following table summarizes the components of stock-based compensation expense recognized in the Company’s Condensed Consolidated Statement of Operations for the three and nine months ended September 30, 2022:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Research and development	$	148	$	105	$	375	$	227
General and administrative	290		191		758		600
Total	$	438	$	296	$	1,133	$	827

Retirement Plan	9 Months Ended
Retirement Plan	Sep. 30, 2022
Retirement Benefits [Abstract]
Retirement Plan	RETIREMENT PLANThe Company participates in a qualified 401(k) Plan sponsored by its professional service organization. The retirement plan is a defined contribution plan covering eligible employees. Participants may contribute a portion of their annual compensation limited to a maximum annual amount set by the Internal Revenue Service. During the three and nine months ended September 30, 2022, the Company contributed $39 and $100, respectively, to the 401(k) Plan. There was no contribution from the Company for the three and nine months ended September 30, 2021.

- Definition

The entire disclosure for retirement benefits.

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-Name Accounting Standards Codification
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+ Details

Net Loss Per Share

9 Months Ended

Sep. 30, 2022

Earnings Per Share [Abstract]

Net Loss Per Share

NET LOSS PER SHARE

The following table sets forth the computation of the Company’s basis in diluted net loss per share for the three and nine months ended September 30, 2022 and 2021 (in thousands, except share and per share amounts):


	Three Months Ended September 30,				Nine Months Ended September 30,
Numerator:	2022		2021		2022		2021
Net loss	$	(8,947)	$	(8,110)	$	(26,606)	$	(20,523)
Denominator:
Weighted-average common shares outstanding	13,635,927		6,721,400		10,815,900		2,751,519
Less: Weighted-average unvested restricted shares and shares subject to repurchase	—		(3,745)		—		(11,917)
Weighted-average shares used in computing basic and diluted net loss per share	13,635,927		6,717,655		10,815,900		2,739,602
Net loss per share attributable to common stockholders—basic and diluted	$	(0.66)	$	(1.21)	$	(2.46)	$	(7.49)

As of September 30, 2022 and 2021, the Company’s potentially dilutive securities included outstanding convertible preferred stock, stock options, unvested restricted stock and stock warrants, which have been excluded from the computation of diluted net loss per share attributable to common stockholders as the effect would be anti-dilutive. The issuance of pre-funded warrants have been included in the computation of basic and diluted net loss per share attributable to common stockholders. Based on the amounts outstanding as of September 30, 2022 and 2021, the Company excluded the following potential common shares from the computation of diluted net loss per share attributable to common stockholders because including them would have had an anti-dilutive effect:


	As of September 30,
	2022	2021
Options to purchase common stock	1,637,929	736,095
Common stock warrants	6,036	6,036
Total	1,643,965	742,131

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation—The unaudited interim Condensed Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted. These unaudited interim Condensed Consolidated Financial Statements should be read in conjunction with the Company’s audited consolidated financial statements and notes included in the company’s Annual Report on Form 10-K for the year ended December 31, 2021.
Unaudited Interim Financial Statement	The Company has prepared the accompanying Condensed Consolidated Financial Statements on the same basis as the audited financial statements, and the unaudited interim financial statements include, in the Company’s opinion, all adjustments, consisting only of normal recurring adjustments that the Company considers necessary for a fair presentation of its financial position and results of operations for these periods.
Use of Estimates	Use of Estimates—The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates and assumptions, including those related to research and development accruals, recoverability of long-lived assets, right-of-use assets, lease obligations, stock-based compensation and income taxes uncertainties and valuation allowances. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from those estimates.

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2022

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

The following tables present the Company’s fair value hierarchy for assets measured at fair value on a recurring basis:


	September 30, 2022
	Level 1		Level 2		Level 3		Total
Cash and cash equivalents	$	42,791	$	—	$	—	$	42,791
Total	$	42,791	$	—	$	—	$	42,791

	December 31, 2021
	Level 1		Level 2		Level 3		Total
Cash and cash equivalents	$	51,829	$	—	$	—	$	51,829
Total	$	51,829	$	—	$	—	$	51,829

Balance Sheet Items (Tables)

9 Months Ended

Sep. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of prepaid expenses and other current asset

Prepaid expenses and other current assets consist of the following:


	September 30,		December 31,
	2022		2021
Prepaid expenses	$	998	$	949
Prepaid research and development costs	333		632
Other current assets	935		553
Total	$	2,266	$	2,134

Summary of property and equipment

Property and equipment, net, consists of the following:


	September 30,		December 31,
	2022		2021
Computer equipment and software	$	184	$	156
Furniture and fixtures	203		193
Lab equipment	937		748
Leasehold improvements	840		840
Property and equipment	2,164		1,937
Less: accumulated depreciation	(1,245)		(824)
Property and equipment, net	$	919	$	1,113

Schedule of accrued liabilities

Accrued liabilities consist of the following:


	September 30,		December 31,
	2022		2021
Accrued other liabilities	$	1,314	$	748
Accrued clinical trial liabilities	1,271		841
Total	$	2,585	$	1,589

Commitment and Contingencies (Tables)

9 Months Ended

Sep. 30, 2022

Commitments and Contingencies Disclosure [Abstract]

Future minimum rental payments under operating leases with noncancelable terms

As of September 30, 2022, future minimum lease payments under the SSF Lease and Ann Arbor Leases were as follows:



Year Ending	Total Commitment
2022 (excluding the nine months ended September 30, 2022)	$	269
2023	875
2024	302
Total minimum lease payments	1,446
Less: imputed interest	(72)
Present value of operating lease obligations	1,374
Less: current portion	(871)
Non-current operating lease obligations	$	503

Stockholders' Equity (Tables)

9 Months Ended

Sep. 30, 2022

Temporary Equity Disclosure [Abstract]

Summary of Convertible Preferred Stock

The authorized, issued and outstanding shares of the convertible preferred stock and liquidation preferences of Private Tempest as of December 31, 2020 and June 24, 2021 were as follows:



Series	Shares Authorized	Shares Issued and Outstanding	Per Share Liquidation Preference		Aggregate Liquidation Amount		Proceeds Net of Issuance Cost		Net Carrying Value
Series A	17,000,000	17,000,000	$	1.00	$	17,000	$	16,982	$	16,982
Series B	25,186,738	25,186,738	1.00		25,187		24,943		12,235
Series B-1	93,749,993	72,499,993	0.80		58,000		57,489		57,489
	135,936,731	114,686,731			$	100,187	$	99,414	$	86,706

Stock Compensation (Tables)

9 Months Ended

Sep. 30, 2022

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Schedule of Stock Based Compensation Expense

Company’s Condensed Consolidated Statement of Operations for the three and nine months ended September 30, 2022:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Research and development	$	148	$	105	$	375	$	227
General and administrative	290		191		758		600
Total	$	438	$	296	$	1,133	$	827

Summary of Information About Stock Options Outstanding

The following table summarizes information about stock options outstanding at September 30, 2022:


	Shares	Weighted Average Remaining Contractual Life (In Years)	Weighted Average Exercise Price		Aggregate Intrinsic Value
Options outstanding	1,637,929	8.78	$	8.72	$	—
Vested and expected to vest	1,637,929	8.78	$	8.72	$	—
Exercisable	486,089	7.71	$	15.22	$	—

Summary of Stock Options

The following shows the stock option activities for the nine months ended September 30, 2022 and 2021:


	Total Options Outstanding	Weighted-Average Exercise Price
Balance—December 31, 2021	790,637	$	32.82
Granted	903,527	3.35
Exercised	—	—
Cancelled and forfeited	(56,235)	266.80
Balance—September 30, 2022	1,637,929	8.72

Balance—December 31, 2020	452,165	$	5.35
Assumed in reverse recapitalization	177,591	179.79
Granted	232,669	19.09
Exercised	(25,871)	3.77
Cancelled and forfeited	(100,459)	107.77
Balance—September 30, 2021	736,095	37.47

Share-based Payment Arrangement, Employee

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Summary of Grant Date Fair Value

The fair value of stock options was estimated using the following assumptions for the nine months ended September 30, 2022 and 2021:


	2022	2021
Expected term (in years)	5.5 - 6.1	5.8 - 6.1
Expected volatility	110% - 112%	67% - 68%
Risk-free interest rate	1.5% - 3.4%	0.9% - 1.1%
Dividends	—%	—%

Net Loss Per Share (Tables)

9 Months Ended

Sep. 30, 2022

Earnings Per Share [Abstract]

Summary of Basis in Diluted Net Loss Per Share


	Three Months Ended September 30,				Nine Months Ended September 30,
Numerator:	2022		2021		2022		2021
Net loss	$	(8,947)	$	(8,110)	$	(26,606)	$	(20,523)
Denominator:
Weighted-average common shares outstanding	13,635,927		6,721,400		10,815,900		2,751,519
Less: Weighted-average unvested restricted shares and shares subject to repurchase	—		(3,745)		—		(11,917)
Weighted-average shares used in computing basic and diluted net loss per share	13,635,927		6,717,655		10,815,900		2,739,602
Net loss per share attributable to common stockholders—basic and diluted	$	(0.66)	$	(1.21)	$	(2.46)	$	(7.49)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

Based on the amounts outstanding as of September 30, 2022 and 2021, the Company excluded the following potential common shares from the computation of diluted net loss per share attributable to common stockholders because including them would have had an anti-dilutive effect:


	As of September 30,
	2022	2021
Options to purchase common stock	1,637,929	736,095
Common stock warrants	6,036	6,036
Total	1,643,965	742,131

Organization and Description of the Business (Details)			9 Months Ended
Organization and Description of the Business (Details)	Apr. 29, 2022 USD ($) $ / shares shares	Jun. 25, 2021 shares	Sep. 30, 2022 USD ($) shares	Dec. 31, 2021 shares
Class of Stock [Line Items]
Stock Issued During Period, Value, Conversion of Convertible Securities \| $			$ 30,000,000
Stockholders' Equity, Reverse Stock Split		1-for-15
Common stock, shares issued		5,365,899	10,517,099	6,910,324
BusinessCombinationExchangeRatio		0.0322
StockholdersEquityNoteStockSplitExchangeRatio			0.0322
PIPE Financing
Class of Stock [Line Items]
Consideration received \| $	$ 14,500,000
Shares issued in transaction	3,149,912
Stock price (in dollars per share) \| $ / shares	$ 2.36
Number of warrants issued	3,206,020
PIPE Financing \| EcoR1 Capital, LLC and Versant Venture Capital
Class of Stock [Line Items]
Pre-funded warrant price (in dollars per share) \| $ / shares	2.359
Conversion Of Preferred Stock Into A Share Of Common Stock
Class of Stock [Line Items]
Common stock, shares issued		6,635,345

Millendo Merger (Details) - USD ($) $ in Thousands	3 Months Ended
Millendo Merger (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Sep. 30, 2022	Dec. 31, 2021	Jun. 25, 2021
Business Acquisition [Line Items]
Cash and cash equivalents		$ 42,791	$ 51,829
Operating lease right-of-use assets		$ 1,312	$ 3,051
Private Tempest
Business Acquisition [Line Items]
Cash and cash equivalents				$ 17,000
Prepaid expense and other assets				1,400
Accrued liabilities and other liabilities				500
Operating lease right-of-use assets				2,100
Present value of operating lease obligations				$ 2,100
Private Tempest \| Additional Paid-In Capital
Business Acquisition [Line Items]
Acquisition related costs	$ 6,400

Fair Value Measurements (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents	$ 42,791	$ 51,829
Assets, Fair Value Disclosure	42,791	51,829
Level 1
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents	42,791	51,829
Assets, Fair Value Disclosure	42,791	51,829
Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents	0	0
Assets, Fair Value Disclosure	0	0
Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents	0	0
Assets, Fair Value Disclosure	$ 0	$ 0

Balance Sheet Items - Prepaid Expenses and Other Current Assets (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Prepaid expenses	$ 998,000	$ 949,000
Prepaid research and development costs	333,000	632,000
Other current assets	935,000	553,000
Total	$ 2,266,000	$ 2,134,000

Balance Sheet Items - Property and Equipment, Net (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property and equipment	$ 2,164	$ 1,937
Less: accumulated depreciation	(1,245)	(824)
Property and equipment, net	919	1,113
Computer equipment and software
Property, Plant and Equipment [Line Items]
Property and equipment	184	156
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property and equipment	203	193
Lab equipment
Property, Plant and Equipment [Line Items]
Property and equipment	937	748
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment	$ 840	$ 840

Balance Sheet Items - Accrued Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accrued other liabilities	$ 1,314	$ 748
Accrued clinical trial liabilities	1,271	841
Accrued expenses	$ 2,585	$ 1,589

Balance Sheet Items - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Depreciation expense	$ 201	$ 107	$ 421	$ 272

Commitment and Contingencies- Narrative (Details)		3 Months Ended		9 Months Ended
Commitment and Contingencies- Narrative (Details)	Mar. 04, 2022 USD ($)	Sep. 30, 2022 USD ($) lease	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) lease	Sep. 30, 2021 USD ($)	Jun. 30, 2022	Jan. 31, 2022 USD ($) ft²	Dec. 31, 2021 USD ($)	Feb. 28, 2019 ft²
Loss Contingencies [Line Items]
Operating lease right-of-use assets		$ 1,312,000		$ 1,312,000				$ 3,051,000
Amount covered by insurance	$ 15,000,000
Insurance settlements receivable								15,000,000
Accrued legal settlement		$ 15,200,000		$ 15,200,000				15,000,000
Letter of Credit
Loss Contingencies [Line Items]
Borrowing capacity							$ 368,000
South San Francisco, California
Loss Contingencies [Line Items]
Term of contract									5 years
Area of property (in sqft) \| ft²									9,780
Remaining lease term		1 year 10 months 24 days		1 year 10 months 24 days
Rent expense		$ 274,000	$ 358,000	$ 978,000	$ 680,000
Ann Arbor, Michigan
Loss Contingencies [Line Items]
Term of contract						1 year 6 months
Number of non-cancelable lease agreements \| lease		2		2
Brisbane, California
Loss Contingencies [Line Items]
Term of contract							8 years
Area of property (in sqft) \| ft²							20,116
2022 (excluding the nine months ended September 30, 2022)		$ 0		$ 0
2023		1,738,000		1,738,000
2024		1,798,000		1,798,000
2025		1,861,000		1,861,000
2026 and beyond		10,331,000		10,331,000
South San Francisco, California
Loss Contingencies [Line Items]
Operating lease right-of-use assets		1,312,000		1,312,000				3,051,000
Present value of operating lease obligations		$ 1,374,000		$ 1,374,000				$ 3,468,000

Commitment and Contingencies - Future minimum rental payments under operating leases with noncancelable terms (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Loss Contingencies [Line Items]
Less: current portion	$ (871)	$ (1,442)
Operating lease liabilities, less current portion	503	$ 2,026
South San Francisco, California and Ann Arbor, Michigan
Loss Contingencies [Line Items]
2022 (excluding the nine months ended September 30, 2022)	269
2023	875
2024	302
Total minimum lease payments	1,446
Less: imputed interest	(72)
Present value of operating lease obligations	1,374
Less: current portion	(871)
Operating lease liabilities, less current portion	$ 503

Loan Payable (Details)		3 Months Ended		9 Months Ended
Loan Payable (Details)	Jan. 15, 2021 USD ($) tranche	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)
Debt Instrument [Line Items]
Long-term debt		$ 15,336,000		$ 15,336,000
Current loan payable		3,500,000		3,500,000		$ 0
Loan payable (net of discount and issuance costs of $489 and $756, respectively)		11,836,000		11,836,000		$ 15,069,000
Term Loan Member
Debt Instrument [Line Items]
Debt instrument, face amount	$ 35,000
Number of tranches \| tranche	3
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate	715.00%
Debt Instrument, Basis Spread on Variable Rate	700.00%
ThersholdIndexRate	15.00%
Debt Instrument, Periodic Payment, Principal	$ 500
Debt Instrument, Unamortized Discount, Noncurrent	898,000
Payments of Debt Issuance Costs	95,000
Interest expense, debt		$ 389,000	$ 437,000	$ 1,186,000	$ 944,000
Tranch A Term Loan Member
Debt Instrument [Line Items]
Debt instrument, face amount	15,000,000
Tranch B Term Loan Member
Debt Instrument [Line Items]
Debt instrument, face amount	10,000,000
Tranch C Term Loan Member
Debt Instrument [Line Items]
Debt instrument, face amount	$ 10,000

Stockholders' Equity - Summary of Convertible Preferred Stock (Details) - USD ($)	3 Months Ended	6 Months Ended
	Mar. 31, 2021	Jun. 25, 2021	Dec. 31, 2020
Temporary Equity [Line Items]
Shares Authorized		135,936,731	135,936,731
Shares Issued and Outstanding		114,686,731	114,686,731
Aggregate Liquidation Amount		$ 100,187,000	$ 100,187,000
Proceeds from Issuance of Redeemable Convertible Preferred Stock	$ 99,414,000	99,414,000
Net Carrying Value		$ 86,706,000	$ 86,706,000
Series A
Temporary Equity [Line Items]
Shares Authorized		17,000,000	17,000,000
Shares Issued and Outstanding		17,000,000	17,000,000
Per Share Liquidation Preference		$ 1.00	$ 1.00
Aggregate Liquidation Amount		$ 17,000,000	$ 17,000,000
Proceeds from Issuance of Redeemable Convertible Preferred Stock	16,982,000	16,982,000
Net Carrying Value		$ 16,982,000	$ 16,982,000
Series B
Temporary Equity [Line Items]
Shares Authorized		25,186,738	25,186,738
Shares Issued and Outstanding		25,186,738	25,186,738
Per Share Liquidation Preference		$ 1.00	$ 1.00
Aggregate Liquidation Amount		$ 25,187,000	$ 25,187,000
Proceeds from Issuance of Redeemable Convertible Preferred Stock	24,943,000	24,943,000
Net Carrying Value		$ 12,235,000	$ 12,235,000
Series B-1
Temporary Equity [Line Items]
Shares Authorized		93,749,993	93,749,993
Shares Issued and Outstanding		72,499,993	72,499,993
Per Share Liquidation Preference		$ 0.80	$ 0.80
Aggregate Liquidation Amount		$ 58,000,000	$ 58,000,000
Proceeds from Issuance of Redeemable Convertible Preferred Stock	$ 57,489,000	57,489,000
Net Carrying Value		$ 57,489,000	$ 57,489,000

Stockholders' Equity - Narrative (Details)	Apr. 29, 2022 $ / shares shares	Jul. 23, 2021 USD ($)
PIPE Financing
Temporary Equity [Line Items]
Number of warrants issued \| shares	3,206,020
Beneficial ownership percentage	9.99%
Warrant notice period	61 days
Beneficial ownership percentage after issuing notice	19.99%
Jefferies LLC \| At-The-Market Program
Temporary Equity [Line Items]
Sale of Stock, Amount Authorized \| $		$ 100,000,000
EcoR1 Capital, LLC and Versant Venture Capital \| PIPE Financing
Temporary Equity [Line Items]
Pre-funded warrant price (in dollars per share) \| $ / shares	2.359

Stock Compensation - Narrative (Details) - USD ($)				9 Months Ended
Stock Compensation - Narrative (Details) - USD ($)	Jun. 17, 2022	Jan. 01, 2022	Jun. 11, 2019	Sep. 30, 2022	Sep. 30, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Purchase Price of Common Stock, Percent				110.00%
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period				4 years
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period				10 years
Granted (in shares)				903,527	232,669
Granted (in dollars per share)				$ 3.35	$ 19.09
2019 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Percentage of Outstanding Stock Maximum	4.00%		4.00%
Share-based Compensation Arrangement by Share-based Payment Award, Period of Automatic Increase to Outstanding Stock Maximum			10 years
Common Stock, Capital Shares Reserved for Future Issuance				137,097
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period		276,412		6,120
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized	1,132,252
2019 and 2017 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common Stock, Capital Shares Reserved for Future Issuance				954,122
Employee Stock Ownership Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Percentage of Outstanding Stock Maximum	1.50%
Share-based Compensation Arrangement by Share-based Payment Award, Maximum Number of Shares Available for Grant Per Year	500,000
Share-based Payment Arrangement, Employee
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)					232,669
Granted (in dollars per share)				$ 2.83	$ 11.83
Share-based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount				$ 4,443,000	$ 2,935,000
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition				2 years 9 months 18 days	1 year 4 months 24 days

Stock Compensation - Stock Based Compensation Expense (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 438,000	$ 296,000	$ 1,133,000	$ 827,000
Research and Development Expense
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	148,000	105,000	375,000	227,000
General and Administrative Expense
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 290,000	$ 191,000	$ 758,000	$ 600,000

Stock Compensation - Grant Date Fair Value of Option (Details) - Share-based Payment Arrangement, Employee	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility		67.00%
Dividends	0.00%	0.00%
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	5 years 6 months	5 years 9 months 18 days
Expected volatility	110.00%
Risk-free interest rate	1.50%	0.90%
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	6 years 1 month 6 days	6 years 1 month 6 days
Expected volatility	112.00%
Risk-free interest rate	3.40%	1.10%

Stock Compensation - Summary of Information About Stock Options Outstanding (Details) - USD ($)	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021	Sep. 30, 2021	Dec. 31, 2020
Share-Based Payment Arrangement [Abstract]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	1,637,929	790,637	736,095	452,165
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term	8 years 9 months 10 days
Outstanding (in dollars per share)	$ 8.72	$ 32.82	$ 37.47	$ 5.35
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value	$ 0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number	1,637,929
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Remaining Contractual Term	8 years 9 months 10 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Exercise Price	$ 8.72
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value	$ 0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	486,089
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term	7 years 8 months 15 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 15.22
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value	$ 0

Stock Compensation - Summary of Stock Options (Details) - $ / shares	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Share-Based Payment Arrangement [Abstract]
Outstanding at beginning (in shares)	790,637	452,165
Assumed in reverse recapitalization (in shares)		177,591
Granted (in shares)	903,527	232,669
Exercised (in shares)	0	(25,871)
Cancelled and forfeited (in shares)	(56,235)	(100,459)
Outstanding at end (in shares)	1,637,929	736,095
Outstanding at beginning (in dollars per share)	$ 32.82	$ 5.35
Assumed in reverse recapitalization (in dollars per share)		179.79
Granted (in dollars per share)	3.35	19.09
Exercised (in dollars per share)	0	3.77
Cancelled and forfeited (in dollars per share)	266.80	107.77
Outstanding at end (in dollars per share)	$ 8.72	$ 37.47

Retirement Plan (Details) - USD ($)	3 Months Ended		9 Months Ended
Retirement Plan (Details) - USD ($)	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Retirement Benefits [Abstract]
Defined Contribution Plan, Employer Discretionary Contribution Amount	$ 39,000	$ 0	$ 100,000	$ 0

Net Loss Per Share - Summary of basis in Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021
Numerator:
Net loss	$ (8,947)	$ (9,168)	$ (8,491)	$ (8,110)	$ (7,058)	$ (5,355)	$ (26,606)	$ (20,523)
Denominator:
Weighted-average common shares outstanding (in shares)	13,635,927			6,721,400			10,815,900	2,751,519
Less: Weighted-average unvested restricted shares and shares subject to repurchase	0			(3,745)			0	(11,917)
Weighted-average shares of common stock outstanding, diluted (in shares)	13,635,927			6,717,655			10,815,900	2,739,602
Weighted-average shares of common stock outstanding, basic (in shares)	13,635,927			6,717,655			10,815,900	2,739,602
Net loss per share of common stock, basic (in dollars per share)	$ (0.66)			$ (1.21)			$ (2.46)	$ (7.49)
Net loss per share of common stock, diluted (in dollars per share)	$ (0.66)			$ (1.21)			$ (2.46)	$ (7.49)

- Definition

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

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

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

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+ Details

Net Loss Per Share - Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings	1,643,965	742,131
Options to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings	1,637,929	736,095
Common stock warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings	6,036	6,036