0000950170-23-008148 | 10-K | XBRL Viewer

Fair Value Measurements

Note 3. Fair Value Measurements

The fair value of the Company's financial instruments reflects the amounts that the company estimates would receive in connection with the sale of an asset or pay in connection with the transfer of a liability in an orderly transaction between market participants at the measurement date (exit price). The Company discloses and recognizes the fair value of the assets and liabilities using a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurements). The guidance establishes three levels of the fair value hierarchy as follows:

Level 1 - Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date;

Level 2 - Inputs other than quoted prices that are observable for the assets or liability either directly or indirectly, including inputs in markets that are not considered to be active;

Level 3 - Inputs that are unobservable. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

The Company's financial instruments are carried in the accompanying consolidated balance sheets at amounts that approximate fair value.

The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. The Company recognizes transfers between levels of the fair value hierarchy as of the end of the reporting period. There were no transfers within the hierarchy during the years ended December 31, 2022 and 2021.

Financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used in such measurements by major security type as of December 31, 2022 and 2021 are presented in the following tables (in thousands):


	Fair Value Measurements at December 31, 2022
	Total		Level 1		Level 2		Level 3
Money market funds	$	10,988	$	10,988	$	—	$	—
Certificates of Deposit		6,102		—		6,102		—
Repurchase Agreements		9,000		—		9,000		—
Corporate notes		12,411		—		12,411		—
Government and agency notes		50,766		—		50,766		—
Municipal notes		506		—		506		—
Total	$	89,773	$	10,988	$	78,785	$	—


	Fair Value Measurements at December 31, 2021
	Total		Level 1		Level 2		Level 3
Money market funds	$	15,954	$	15,954	$	—	$	—
Certificates of Deposit		11,503		—		11,503		—
Repurchase Agreements		13,500		—		13,500		—
Corporate notes		38,397		—		38,397		—
Government and agency notes		5,178		—		5,178		—
Municipal notes		1,933		—		1,933		—
Total	$	86,465	$	15,954	$	70,511	$	—

The Company classifies corporate notes, certificates of deposit, repurchase agreements, municipal notes, and government and agency notes as Level 2 investments as the Company uses quoted prices for similar assets sourced from certain third-party pricing services. The third-party pricing services generally utilize industry standard valuation models for which all significant inputs are observable, either directly or indirectly, to estimate the price or fair value of the securities. The primary input generally includes reported trades of or quotes on the same or similar securities. The Company does not make additional judgments or assumptions made to the pricing data sourced from the third-party pricing services.

Share-Based Payment Arrangement [Abstract]

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

Income Taxes - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Taxes [Line Items]
Provision (benefit) for income taxes	$ (284,000)	$ 0
Deferred tax asset	247,000	0
Valuation allowances increased	11,100,000	23,600,000
Liability related to uncertain tax positions	0
Interest or penalties accrued	$ 0	$ 0	$ 0
Earliest Tax Year \| California State Tax Examinations
Income Taxes [Line Items]
Open tax year	2013
Latest Tax Year \| California State Tax Examinations
Income Taxes [Line Items]
Open tax year	2022
U.S. Federal
Income Taxes [Line Items]
Operating loss carryforwards	$ 225,400,000
Operating loss carryforwards, not subject to expiration	209,500,000
Operating loss carryforwards, subject to expiration	$ 15,800,000
Operating loss carryforwards begin to expire	2034
Tax credit carryforwards	$ 9,300,000
Tax credits carryforwards begin to expire	2036
U.S. Federal \| Earliest Tax Year
Income Taxes [Line Items]
Open tax year	2013
U.S. Federal \| Latest Tax Year
Income Taxes [Line Items]
Open tax year	2022
State
Income Taxes [Line Items]
Operating loss carryforwards	$ 16,300,000
Operating loss carryforwards begin to expire	2034
Tax credit carryforwards	$ 3,000,000.0
Foreign Tax Authority [Member]
Income Taxes [Line Items]
Operating loss carryforwards	$ 2,400,000
Internal Revenue Code
Income Taxes [Line Items]
Period of cumulative change in ownership	3 years
Minimum \| Internal Revenue Code
Income Taxes [Line Items]
Cumulative change in ownership percentage	50.00%

Business Combination - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	May 19, 2022	Dec. 31, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Common stock, par value		$ 0.001	$ 0.001
Measurement period adjustments		$ 0
Acquisition related costs		$ 2,200
Novosteo [Member]
Business Acquisition [Line Items]
Number of shares, Cancelled and converted	0.0911
Common stock, par value	$ 0.001
Aggregate purchase of common stock shares	507,108
Unvested restricted shares	519,216
Business acquisition, transaction costs	$ 1,100
Payment to acquire business	$ 16,502,587
Shares issued for acquisition	5,000,784
Share Price	$ 3.30

Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Non-cash goodwill impairment charge	$ 825	$ 0

Document and Entity Information - USD ($) $ in Millions	12 Months Ended
Document and Entity Information - USD ($) $ in Millions	Dec. 31, 2022	Mar. 10, 2023	Jun. 30, 2022
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Trading Symbol	QNCX
Entity Registrant Name	Quince Therapeutics, Inc.
Entity Central Index Key	0001662774
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Common Stock, Shares Outstanding		36,276,945
Entity Public Float			$ 70
Entity File Number	001-38890
Entity Tax Identification Number	90-1024039
Entity Address, Address Line One	601 Gateway Boulevard, Suite 1250
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	910-5717
Document Annual Report	true
Document Transition Report	false
Entity Incorporation, State or Country Code	DE
Entity Interactive Data Current	Yes
Security Exchange Name	NASDAQ
Title of 12(b) Security	Common Stock, par value $0.001 per share
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
ICFR Auditor Attestation Flag	false
Documents Incorporated by Reference	Part III incorporates by reference certain information from the registrant’s definitive proxy statement (the “Proxy Statement”) relating to its 2023 Annual Meeting of Stockholders. The Proxy Statement will be filed with the United States Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates.
Auditor Firm ID	243
Audior name	BDO USA, LLP
Auditor location	San Jose, California

Leases

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Leases

Note 6. Leases

Real Estate Operating Leases

In June 2018, the Company entered into a three-year lease agreement with no renewal options with an investor in the Series B redeemable convertible preferred stock. The lease began on July 16, 2018 and provides office and laboratory space in South San Francisco, California. The Company issued 114,437 shares of its Series B redeemable convertible preferred stock with a fair value of $1.1 million in exchange for the leased facility. No other payments were due under the lease. The common area maintenance and other operating costs are included in the base rent. 100% of the issued shares were initially subject to a repurchase option. Pursuant to the terms of the lease, each month beginning on the one-month anniversary of the commencement date of the lease, 1/36th of the total shares are released from the repurchase option until all shares are released over the lease period of three years. The scheduled release of shares ceased immediately upon the IPO which was a terminating event.

The Company completed its IPO on May 13, 2019 and as a result, pursuant to the terms of the lease agreement, all previously unvested shares were fully vested and as part of the IPO process, all outstanding shares of the Company’s redeemable convertible preferred stock including the Series B redeemable convertible preferred stock issued in connection with the lease agreement were converted into shares of the Company’s common stock on a 1-for-1 basis and the operating lease liability was extinguished.

In May 2019, the Company entered into an amendment to the lease agreement to rent additional space in the same facility under the same terms as its existing facility lease except the terms of payment. Under the terms of the amendment, the Company paid a one-time fee of approximately $63,000 for the additional space and the lease agreement will terminate in July 2021. No other payments are due under the lease agreement and no renewal option is available. As the entire lease is prepaid, there is no associated lease liability.

In May 2020, the Company entered into a second amendment to the lease agreement to rent additional space in the same facility under the same terms as its existing facility lease except the terms of payment. Under the terms of the amendment, the Company will pay rent monthly for the additional space and the lease agreement will terminate in July 2021. The Company recorded an operating lease asset and liability of $172,000.

In May 2021, the Company entered into a third amendment to the lease agreement to extend the term of its existing facility space to July 15, 2022 under the same terms as its existing facility lease except the terms of payment. The lease amendment provides for one-year extension period under the same terms. As a result of this amendment, the Company recognized an additional right-of-use asset and corresponding lease liability of $1.2 million. In the same agreement, the Company also agreed to rent additional space effective July 16, 2021 for a period of 12 months. The lease amendment provides for one-year extension period and was included in the lease term as it was reasonably certain that the Company would exercise the option. The Company recognized an additional right of use asset and corresponding lease liability of $44,000 in July 2021. Total payments under the third amendment to the lease including the additional space was approximately $1.3 million.

In March 2022, in response to the reprioritization of the Company's pipeline following the clinical hold on atuzaginstat (COR388) IND application, the Company has decided not to exercise the one-year extension period which was previously included in the determination of the lease term at the time the lease was modified in May 2021. This reduction in lease term was determined to be a lease modification and as such, the lease liability was re-measured and corresponding Right of use ("ROU asset") adjusted using an incremental borrowing rate at the date of modification. The Company reduced the ROU asset and lease liability by approximately $640,000.

In May 2020, the Company entered into a lease agreement to rent space in San Diego, California. The lease agreement is for three years, which commenced August 1, 2020. Total payments under the lease will be $337,000. In June 2022; the Company determined the San Diego facility was no longer required and intends to sublease the facility, if possible. As a result of this decision, the Company recorded an impairment loss of approximately $136,000 and $0 for the year ended December 31, 2022 and 2021, respectively, as it was determined that a sublease was improbable. The Company paid a security deposit of $29,000 which is included in Prepaid Expenses and Other Current Assets on the December 31, 2022 consolidated balance sheets and was included in Other Assets on the December 31, 2021 consolidated balance sheet.

In June 2022, the Company entered into a Sublease Agreement to rent office space in South San Francisco, California. The Sublease agreement commenced on June 18, 2022 and ends on November 30, 2023. The total payments under the term of the lease are expected to be approximately $271,000. The Company paid a security deposit of $17,000 which is included in Prepaid Expenses and Other Current Assets on the December 31, 2022 consolidated balance sheet and was not included on the December 31, 2021 consolidated balance sheet. At the commencement of the lease, the Company recorded an operating lease right of use asset and liability of $256,000.

In October 2022, the Company entered into a lease agreement to rent space in West Lafayette, Indiana. The lease agreement amended the original lease to transfer liability to the Company due to the Acquisition. The lease agreement is for 15 months, which commenced on October 1, 2022 and ends on December 31, 2023. The total payments under the term of the lease are expected to be approximately $151,000. At the commencement of the lease, the Company recorded an operating lease right of use asset and liability of $145,000.

In December 2022, the Company entered into an amendment to the lease agreement of the rental space in West Lafayette to rent additional space in the same facility under the same terms as its existing facility lease except the terms of payment. Under the terms of the amendment, the Company will pay rent monthly for the additional space. The Company recorded an operating lease right of use asset and liability of $10,000.

The Company recognizes lease expense on a straight-line basis over the term of its operating lease. As of December 31, 2022, total future rent expense from all real estate operating leases of $318,000 will be recognized over the remaining term of 12 months on a straight-line basis over the respective lease period.

Clinical Equipment Financing Lease

As part of the Acquisition the Company acquired a financing lease for lab equipment. The Company recognizes the depreciation expense in research and development expenses in the consolidated statements of operations and comprehensive loss and recognizes expense on a straight-line basis starting when the equipment is placed into service until the end of the remaining contract term of 18 months. Amortization expense of the financing lease right of use asset for the year ended December 31, 2022 was $50,000.

In 2021, the Company used certain vendor supplied equipment in connection with its clinical trial. The Company analyzed the vendor agreements and determined that they contained embedded finance leases. The Company recognized the depreciation expense in research and development expenses in the statements of operations and comprehensive loss and recognized expense on a straight-line basis starting when the equipment is placed into service until the end of the contract term ranging from 20 to 34 months. Amortization expense of the financing lease right of use asset for the year ended December 31, 2021 was $220,000.

Supplemental balance sheet information related to leases as follows (in thousands except lease terms and discount rates):


	December 31, 2022			December 31, 2021
Operating lease right of use asset, net	$	291		$	1,165
Short-term operating lease liability		377			741
Long-term operating lease liability		—			420
	$	377		$	1,161

Finance lease right of use asset		124			557
Finance lease accumulated amortization		(50	)		(557	)
Total finance lease right of use asset, net	$	74		$	—

Weighted average remaining lease term
Operating leases	0.9 years			1.6 years
Finance leases	1.0 year			— years

Weighted average discount rate
Operating leases		5.71	%		1.87	%
Finance leases		4.45	%		—	%

Year ended December 31,	Operating Lease
2023		388
2024		—
Total lease payments		388
Less: imputed interest		(11	)
Total remaining lease liability		377

Lease costs for the years ended December 31, 2022 and 2021 were approximately:


	Years ended December 31,
	2022		2021
Lease costs:
Finance lease amortization of right of use assets	$	50	$	220
Operating lease costs		572		729
Short-term lease costs		75		66
Total lease costs	$	697	$	1,015

Balance Sheet Components - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Accrued Liabilities, Current [Abstract]
Personnel expenses	$ 1,130	$ 820
Professional fees	234	462
Research and development expenses	497	7,108
Current portion of operating lease liabilities	377	741
Current portion of finance lease liability	76	0
Other	185	180
Total accrued expenses and other current liabilities	$ 2,499	$ 9,311

Equity Incentive Plans

12 Months Ended

Dec. 31, 2022

Equity Incentive Plans

Note 8. Equity Incentive Plans

The Company operates three stock plans as of December 31, 2022.

•

2019 Equity Incentive Plan (Quince)

•

2019 Equity Incentive Plan (Novosteo)

•

2022 Inducement Plan (Quince)

2019 Equity Incentive Plan (Quince)

On December 4, 2014, the Company’s stockholders approved the 2014 Stock Plan (“2014 Plan”), and on April 25, 2019 amended, restated and re-named the 2014 Plan as the 2019 Equity Incentive Plan (the “Quince 2019 Plan”), which became effective as of May 7, 2019, the day prior to the effectiveness of the registration statement filed in connection with the IPO. The remaining shares available for issuance under the 2014 Plan were added to the shares reserved for issuance under the Quince 2019 Plan.

The Quince 2019 Plan provides for the grant of stock options (including incentive stock options and non-qualified stock options), stock appreciation rights, restricted stock, RSUs, performance units, and performance shares to the Company’s employees, directors, and consultants. The maximum aggregate number of shares that may be issued under the Quince 2019 Plan is 8,591,030 shares of the Company’s common stock. In addition, the number of shares available for issuance under the Quince 2019 Plan will be annually increased on the first day of each of its fiscal years beginning with fiscal 2020, by an amount equal to the least of (i) 2,146,354 shares of common stock; (ii) 4% of the outstanding shares of its common stock as of the last day of its immediately preceding fiscal year; and (iii) such other amount as the Company’s Board of Directors may determine.

The Quince 2019 Plan may be amended, suspended or terminated by the Company’s Board of Directors at any time, provided such action does not impair the existing rights of any participant, subject to stockholder approval of any amendment to the Quince 2019 Plan as required by applicable law or listing requirements. Unless sooner terminated by the Company’s Board of Directors, the 2019 Plan will automatically terminate on April 23, 2029.

Stock Options

Activity for service-based stock options under the Quince 2019 Plan is as follows:


	Number of Options and Unvested Shares			Weighted Average Exercise Price		Weighted average remaining contractual life (years)		Aggregate intrinsic value
								(In thousands)
Balance at December 31, 2020		4,790,327		$	25.47		8.69	$	49,723
Options granted		1,436,116			35.20	—		—
Options exercised		(531,190	)		12.82	—		—
Options cancelled / forfeited		(123,960	)		47.09	—		—
Balance at December 31, 2021		5,571,293		$	28.70		8.26	$	15,687
Options granted		2,051,058			8.13	—		—
Options exercised		(102,152	)		1.45	—		—
Options cancelled / forfeited		(4,200,488	)		29.30	—		—
Balance at December 31, 2022		3,319,711		$	16.07		4.77	$	65
Options vested and expected to vest to December 31, 2022		3,319,711			16.07		4.77		65
Options exercisable at December 31, 2022		2,209,330		$	20.13		2.52	$	65

Aggregate intrinsic value represents the difference between the Company’s estimated fair value of its common stock as of their respective balance sheet dates and the exercise price of outstanding options. The total intrinsic value of the Quince 2019 Plan options exercised was $1,393,000 and $22,512,000 for the years ended December 31, 2022 and 2021, respectively. The weighted-average grant date fair value of options granted during the years ended December 31, 2022 and 2021 was $6.05 and $25.66 per share, respectively. The total estimated grant date fair value of options vested during each of the years ended December 31, 2022 and 2021 was $31.8 million.

In 2022 and 2021 , the Company recognized $11,361,000 and $26,140,000, respectively, of stock-based compensation expense related to options granted to employees and non-employees. The compensation expense is allocated on a departmental basis, based on the classification of the option holder. No income tax benefits have been recognized in the statement of operations for stock-based compensation arrangements. As of December 31, 2022, total unamortized employee stock-based compensation was $6.2 million, which is expected to be recognized over the remaining estimated vesting period of 2.27 years.

Performance Stock Options (“PSOs”)

In December 2020, the Company granted 675,000 performance stock options (“PSOs”) under the Stock Incentive Plan to its executive and senior officers. Vesting for the options is performance based and is based on continued employment at the vesting date, with the options vesting in two installments if the Company’s average closing price in any 45 consecutive trading day period exceeds a certain amount per share prior to March 15, 2023 and March 15, 2024, respectively. PSOs represent a contingent right to purchase Common Stock upon achievement of specified market conditions.

In February 2022, the Company and certain executive officers agreed to voluntarily surrender 400,000 of the PSOs. As a result of the surrender, the Company accelerated the total remaining expense on these options and recognized approximately $3.6 million in compensation expense during the quarter ended March 31, 2022.

In February 2022, the Company's Chief Executive Officer and Chief Scientific Officer resigned from the Company. As a result, the unvested PSOs were cancelled and the life to date expense of approximately $1.6 million was reversed in the quarter ended March 31, 2022.

The following table summarizes activity under the Company’s PSOs from the 2019 Plan and related information:


	Shares Subject to Outstanding PSOs			Weighted Average Exercise Price		Weighted average remaining contractual life (years)
Balance at December 31, 2021		675,000		$	29.60		8.94
Surrendered		(675,000	)	$	29.60
Vested	—			—		—
Balance at December 31, 2022	—			—		—

The Company recognized stock-based compensation expense of $2,044,000 and $3,713,000 in 2022 and 2021, respectively relating to these PSOs. The weighted-average grant date fair value of the PSOs granted during 2020 was $14.90 per share. As of December 31, 2022, there was no remaining unamortized stock-based compensation related to PSOs.

Restricted Stock Units (“RSUs”)

The following table summarizes activity under the Company’s RSUs from the Quince 2019 Plan and related information:


	Restricted Stock Units Outstanding
	Number of Shares			Weighted Average Grant Date Fair Value
Unvested - December 31, 2021	—			—
RSUs granted		1,013,500		$	4.30
RSUs vested		(388,147	)	$	4.30
RSUs cancelled		(594,477	)	$	4.30
Unvested - December 31, 2022		30,876		$	4.30

The fair value of the RSUs is determined on the grant date based on the fair value of the Company’s common stock. The fair value of the RSUs is recognized as expense ratably over the vesting period of two years. The total grant date fair value of the RSUs vested during the years ended December 31, 2022 and 2021 was $1.7 million and $0 million, respectively. The aggregate intrinsic value of the shares of the RSUs vested during the year ended December 31, 2022 was $1.1 million.

For the years ended December 31, 2022 and 2021, the Company recognized stock-based compensation expense of $1,337,000 and $0, respectively, related to these RSUs. As of December 31, 2022, the total unamortized stock-based compensation related to RSUs was $0.1 million, which is expected to be recognized over the remaining estimated vesting period of 1.17 years.

2019 Equity Incentive Plan (Novosteo)

On May 19, 2022, in accordance with the term of the Merger Agreement, the Company assumed the 2019 Novosteo, Inc Equity Incentive Plan (the "2019 Novosteo Plan"). The 2019 Novosteo Plan provides for the grant of stock options (including incentive stock options and non-qualified stock options), stock appreciation rights, restricted stock, RSUs, performance units, and performance shares to the Novosteo legacy employees. On the closing date, each outstanding Novosteo stock option granted under Novosteo’s equity compensation plans was converted into a corresponding stock option with the number of shares underlying such option and the applicable exercise price adjusted based and adjusted into the right to purchase 0.0911 shares of common stock. Each such converted stock option will continue to be subject to substantially the same terms and conditions as applied to the corresponding Novosteo stock option prior to the Acquisition. The maximum aggregate number of shares that may be issued under the 2019 Novosteo Plan is 544,985 shares of the Company’s common stock.

The 2019 Novosteo Plan may be amended, suspended or terminated by the Board at any time, provided such action does not impair the existing rights of any participant, subject to stockholder approval of any amendment to the 2019 Novosteo Plan as required by applicable law or listing requirements. Unless sooner terminated by the Board, the 2019 Novosteo Plan will automatically terminate on May 20, 2029.

Activity for service-based stock options under the 2019 Novosteo Plan is as follows:


	Number of Options and Unvested Shares			Weighted Average Exercise Price		Weighted average remaining contractual life (years)		Aggregate intrinsic value
								(In thousands)
Balance at December 31, 2021		—			—		—		—
Options assumed		507,648		$	0.55		—		—
Options exercised		—			—		—		—
Options cancelled / forfeited		(4,543	)		0.55		—		—
Balance at December 31, 2022		503,105		$	0.55		9.23	$	44
Options vested and expected to vest as of December 31, 2022		503,105			0.55		9.23		44
Options exercisable as of December 31, 2022		—			—		—		—

For the years ended December 31, 2022 and 2021, the Company recognized stock-based compensation expense of $245,000 and $0, respectively, related to options granted to employees and non-employees for the 2019 Novosteo plan. The compensation expense is allocated on a departmental basis, based on the classification of the option holder. No income tax benefits have been recognized in the consolidated statement of operations and comprehensive loss for stock-based compensation arrangements. As of December 31, 2022, total unamortized employee stock-based compensation was $1.0 million, which is expected to be recognized over the remaining estimated vesting period of 3.23 years.

The total aggregate intrinsic value of the Novosteo 2019 Plan options exercised was $0 for the years ended December 31, 2022 and 2021. The weighted-average grant date fair value of options granted during the years ended December 31, 2022 and 2021 was $2.51 and $0 per share, respectively. The total estimated grant date fair value of options vested during the years ended December 31, 2022 and 2021 was $0.3 million and $0 million, respectively.

On May 19, 2022, in accordance with the term of the Merger Agreement, the Company assumed a number of restricted stock awards ("RSAs") agreements with certain employees. Each outstanding Novosteo RSA was converted into a corresponding RSA with the number of shares underlying such RSA adjusted into 0.0911 shares of common stock. Each such converted RSA will continue to be subject to substantially the same terms and conditions as applied to the corresponding Novosteo RSA prior to the Acquisition.

Restricted Stock Awards (“RSAs”)


	Restricted Stock Awards Outstanding
	Number of Shares			Weighted Average Grant Date Fair Value
Unvested - December 31, 2021	—			—
RSAs assumed		519,216		$	3.30
RSAs vested		(91,815	)	$	—
RSAs cancelled		-		$	—
Unvested - December 31, 2022		427,401		$	3.30

For the years ended December 31, 2022 and 2021, the Company recognized stock-based compensation expense of $338,000 and $0, respectively, related to restricted stock awards. The compensation expense is allocated on a departmental basis, based on the classification of the option holder. No income tax benefits have been recognized in the consolidated statement of operations and comprehensive loss for stock-based compensation arrangements. As of December 31, 2022, total unamortized employee stock-based compensation was $1.4 million, which is expected to be recognized over the remaining estimated vesting period of 2.74 years.

2022 Inducement Plan

On May 9, 2022, the Company's board of directors approved 4,000,000 shares of the Registrant’s common stock that may be offered or issued under the Quince Therapeutics, Inc. 2022 Inducement Plan. The 2022 Inducement Plan was adopted by the independent members of the Board without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules. In accordance with rule awards under those plans may only be made to an employee who has not previously been an employee or member of the Board or of any board of directors of any parent or subsidiary of the Company, or following a bona fide period of non-employment by the Company or a parent or subsidiary, if he or she is granted such award in connection with his or her commencement of employment with the Company or a subsidiary and such grant is an inducement material to his or her entering into employment with the Company or such subsidiary. The terms and conditions of the 2022 Inducement Plan are substantially similar to those of the Quince 2019 Plan.

As of December 31, 2022, the Company had 257,745 shares available for future issuance under the 2022 Inducement Plan.

Activity for service-based stock options under the 2022 Inducement Plan is as follows:


	Number of Options and Unvested Shares			Weighted Average Exercise Price		Weighted average remaining contractual life (years)		Aggregate intrinsic value
								(In thousands)
Balance at December 31, 2021		—			—		—		—
Options granted		3,744,255		$	2.98		—		—
Options exercised		—			—		—		—
Options cancelled / forfeited		(2,000	)		2.98		—		—
Balance at December 31, 2022		3,742,255		$	2.98		9.39	$	—
Options vested and expected to vest as of December 31, 2022		3,742,255			2.98		9.39		—
Options exercisable as of December 31, 2022		—			—		—		—

For the year ended December 31, 2022, the Company recognized stock-based compensation expense of $1,293,000, related to options granted to employees and non-employees for the 2022 Inducement plan. The compensation expense is allocated on a departmental basis, based on the classification of the option holder. No income tax benefits have been recognized in the consolidated statement of operations and comprehensive loss for stock-based compensation arrangements. As of December 31, 2022, total unamortized employee stock-based compensation was $7.2 million, which is expected to be recognized over the remaining estimated vesting period of 3.39 years.

The total aggregate intrinsic value of the 2022 Inducement Plan options exercised was $0 for the year ended December 31, 2022. The weighted-average grant date fair value of options granted during the years ended December 31, 2022 was $2.26 per share. The total estimated grant date fair value of options vested during the year ended December 31, 2022 was $0 million. No options have vested or were exercised during 2022.

Stock-Based Compensation Expense

The following table summarizes employee and non-employee stock-based compensation expense for the years ended December 31, 2022 and 2021 and the allocation within the statements of operations and comprehensive loss (in thousands):


	2022		2021
General and administrative expense	$	10,225	$	14,792
Research and development expense		6,393		15,061
Total stock-based compensation	$	16,618	$	29,853

The Company estimates the fair value of its service-based stock option awards utilizing the Black-Scholes option pricing model, which is dependent upon several variables, such as expected term, volatility, risk-free interest rate, and expected dividends. Each of these inputs is subjective and generally requires significant judgment to determine. Stock-based compensation is measured at the grant date based on the fair value of the award and is recognized as expense, over the requisite service period, which is generally the vesting period of the respective award. The Company recognizes compensation on a straight-line basis over the requisite vesting period for each award. Forfeitures are recognized as they occur. The following weighted average assumptions were used to calculate the fair value of stock-based compensation for the years ended December 31, 2022 and 2021:


	2022			2021
Expected volatility		89.98	%		87.56	%
Expected dividend yield		—	%		—	%
Expected term (in years)		6.23			6.23
Risk-free interest rate		2.67	%		1.15	%

Expected Term — The Company has opted to use the “simplified method” for estimating the expected term of options, whereby the expected term equals the arithmetic average of the vesting term and the original contractual term of the option (generally 10 years). The expected term was estimated using the simplified method for employee stock options since the Company does not have adequate historical exercise data to estimate the expected term.

Expected Volatility—Due to the Company’s limited operating history and a lack of company specific historical and implied volatility data, the Company has based its estimate of expected volatility on the historical volatility of its own stock and the stock of companies within its defined peer group. The historical volatility data was computed using the daily closing prices for the selected companies’ shares during the equivalent period of the calculated expected term of the stock-based awards.

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

Expected Dividend — The Company has not issued any dividends in its history and does not expect to issue dividends over the life of the options and therefore has estimated the dividend yield to be zero.

Fair value of Common Stock — The fair value of the shares of common stock underlying the stock-based awards has historically been determined by the board of directors, with input from management. The board of directors uses the closing price of stock on the date of grant to determine the fair value. The board of directors intends all options granted to be exercisable at a price per share not less than the estimated per share fair value of common stock underlying those options on the date of grant.

The Company estimated the grant date fair value of its market-based performance stock option awards granted during the year ended December 31, 2021 using a Monte Carlo Simulation method by applying the following assumptions:


Expected share price volatility	95.0	%
Contractual term, in years	10
Risk-free interest rate	0.90	%

Employee Stock Purchase Plan

On April 24, 2019, the Company’s Board of Directors adopted its 2019 Employee Stock Purchase Plan (“2019 ESPP”), which was subsequently approved by the Company’s stockholders and became effective on May 7, 2019, the day immediately prior to the effectiveness of the registration statement filed in connection with the IPO. The 2019 ESPP is intended to qualify as an “employee stock purchase plan” within the meaning of Section 423 of the Internal Revenue Code (the “Code”) for U.S. employees. In addition, the 2019 ESPP authorizes grants of purchase rights that do not comply with Section 423 of the Code under a separate non-423 component for non-U.S. employees and certain non-U.S. service providers. The Company has reserved 1,133,165 shares of common stock for issuance under the 2019 ESPP. In addition, the number of shares reserved for issuance under the 2019 ESPP will be increased automatically on the first day of each fiscal year for a period of up to ten years, starting with the 2020 fiscal year, by a number equal to the lesser of: (i) 536,589 shares; (ii) 1% of the shares of common stock outstanding on the last day of the prior fiscal year; or (iii) such lesser number of shares determined by the Company’s Board of Directors. The 2019 ESPP is expected to be implemented through a series of offerings under which participants are granted purchase rights to purchase shares of the Company’s common stock on specified dates during such offerings. The Company has not yet approved an offering under the 2019 ESPP.

Organization - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	May 09, 2022
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares issued	36,136,480	30,074,412
Entity incorporation date	2012-06
Proceeds from issuance of common stock in connection with open market sales agreement	$ 608	$ 0
Accumulated deficit	(288,259)	(236,599)
Cash, cash equivalents, and short-term investments	90,200
Long term investments	$ 3,578	$ 19,933
Merger Agreement
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Automatically cancelled and converted common stock			0.0911
Common stock, par value			$ 0.001
Common stock, shares issued			5,520,000
Options outstanding assumed			507,108

Organization

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization

Note 1. Organization

Description of Business

Effective August 1, 2022, Cortexyme Inc. changed its name to Quince Therapeutics, Inc (the "Company"). The Company was incorporated in the State of Delaware in June 2012 and is headquartered in South San Francisco, California. In April 2021, the Company established a wholly owned subsidiary in Australia, Cortexyme Australia, Pty Ltd. The Company is a preclinical stage biopharmaceutical company focused on advancing innovative precision therapeutics for debilitating and rare diseases. From the inception, the Company has been focused on novel therapeutic approaches to improve the lives of patients diagnosed with Alzheimer’s and other degenerative diseases. The predecessor company, Cortexyme, Inc. (“Cortexyme”) was initially founded on the seminal discovery of the presence of Porphyromonas gingivalis, or P. gingivalis, and its secreted toxic virulence factor proteases, called gingipains, in the relevant brain areas of both Alzheimer's and Parkinson's disease patients. The acquisition of Novosteo, Inc. in 2022, and the addition of new executive management has allowed the Company to strategically shift focus and prioritize the internal development of our innovative bone-targeting drug platform and lead compound NOV004 for development for rare skeletal diseases, bone fractures, and injury. At that time the Company changed our corporate name to Quince Therapeutics, Inc.

On January 30, 2023, the Company provided an update on its development pipeline and business outlook for 2023. The Company intends to prioritize capital resources toward the expansion of our development pipeline through opportunistic in-licensing and acquisition of clinical-stage assets targeting debilitating and rare diseases. The Company plans to out-license our bone-targeting drug platform and precision bone growth molecule NOV004 designed for accelerated fracture repair in patients with bone fractures and osteogenesis imperfecta.

Novosteo, Inc. Acquisition

On May 9, 2022, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Novosteo, Quince Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of the Company, Quince Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Company, Novosteo, and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as the securityholders’ representative. The transaction closed on May 19, 2022. Pursuant to the terms of the Merger Agreement, at the closing of the Acquisition ("Acquisition"), each share of capital stock of Novosteo that was issued and outstanding immediately prior to the Effective Time was automatically cancelled and converted into the right to receive 0.0911 shares of common stock, par value $0.001 per share, of the Company. The Company issued 5,520,000 shares and assumed 507,108 outstanding Novosteo options after conversion with the awards, retaining the same vesting and other terms and conditions as in effect immediately prior to consummation of the Acquisition.

Pursuant to the Merger Agreement, upon the terms and subject to the conditions set forth therein, Merger Sub I merged with and into Novosteo (the “First Merger”), with Novosteo as the surviving entity in the First Merger (the “First Step Surviving Corporation”). Immediately following the First Merger, the First Step Surviving Corporation merged with and into Merger Sub II, with Merger Sub II surviving the Acquisition. Merger Sub II was renamed Novosteo, LLC and is a wholly-owned single member limited liability corporation. Novosteo, LLC has a wholly owned subsidiary in Australia, Novosteo Pty Ltd.

Liquidity and Capital Resources

The Company has incurred losses and negative cash flows from operations since inception and expects to continue to generate operating losses for the foreseeable future. As of December 31, 2022, the Company had an accumulated deficit of $288.3 million. Since inception through December 31, 2022, the Company has funded operations primarily with the net proceeds from the issuance of convertible promissory notes, from the issuance of redeemable convertible preferred stock, from the net proceeds from the IPO and from the net proceeds from the PIPE Financing. As of December 31, 2022, the Company had cash, cash equivalents, and short-term investments of $90.2 million, which it believes will be sufficient to fund its planned operations for a period of at least 12 months from the date of the issuance of the accompanying consolidated financial statements. The Company also has long-term investments of $3.6 million.

Management expects to incur additional losses in the future to fund the Company's operations and conduct product research and development and may need to raise additional capital to fully implement its business plan. The Company may raise additional capital through the issuance of equity securities, debt financings or other sources including out-licensing or partnerships, in order to further implement its business plan. However, if such financing is not available when needed and at adequate levels, the Company will need to reevaluate its operating plan and may be required to delay the development of its product candidates.

Employee Benefit Plan

12 Months Ended

Dec. 31, 2022

Retirement Benefits [Abstract]

Employee Benefit Plan

Note 13. Employee Benefit Plan

The Company sponsors a 401(k) defined contribution plan for its employees. This plan provides for pre-tax and post-tax contributions for all employees. Employee contributions are voluntary. Employees may contribute up to 100% of their annual compensation to this plan, as limited by an annual maximum amount as determined by the Internal Revenue Service. The Company may match employee contributions, and may make profit sharing contributions, in amounts to be determined at the Company’s sole discretion. The Company made no contributions to the plan for the years ended December 31, 2022 and 2021, respectively.

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	36,136,480	30,074,412
Common stock, shares outstanding	36,136,480	30,074,412

Leases - Supplemental Balance Sheet Information Related to Leases (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021	Jul. 31, 2021	May 31, 2021	May 31, 2020	May 31, 2019
Leases [Abstract]
Operating lease right-of-use assets, net	$ 291,000	$ 1,165,000	$ 44,000,000	$ 1,200,000	$ 172,000
Short-term operating lease liability	$ 377,000	$ 741,000
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	Accrued expenses and other current liabilities	Accrued expenses and other current liabilities
Long-term operating lease liabilities	$ 0	$ 420,000
Operating lease liability	377,000	1,161,000			172,000	$ 0
Finance lease right of use asset	124,000	557,000
Finance lease accumulated amortization	(50,000)	$ (557,000)
Total finance lease right of use asset, net	$ 74,000
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Property, Plant and Equipment, Net	Other Assets, Noncurrent
Weighted average remaining lease term
Operating leases	10 months 24 days	1 year 7 months 6 days
Finance leases	1 year
Weighted average discount rate
Operating leases	5.71%	1.87%
Finance leases	4.45%
2023	$ 388,000
2024	0
Total lease payments	388,000
Less: imputed interest	(11,000)
Operating lease liability	$ 377,000	$ 1,161,000			$ 172,000	$ 0

Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Carrying Amount of Indefinite-Lived Intangible Asset

The following table provides details of the carrying amount of the Company's indefinite-lived intangible asset (in thousands):


		As of December 31,
		2022
Unamortized intangible assets:
	In-process research and development	$	5,900

Schedule carrying amount of goodwill

The following table sets forth the change in the carrying amount of goodwill for the Company as of and for the year ended December 31, 2022:


Balance at December 31, 2021	$	—
May 19, 2022		825
Impairment charge		(825	)
Balance at December 31, 2022		—

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

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Cash, Cash Equivalents and Investments (Tables)

12 Months Ended

Dec. 31, 2022

Summary of Fair Values of Cash, Cash Equivalents, and Short-Term Investments Measured at Fair Value on Recurring Basis

The following tables categorize the fair values of cash, cash equivalents, short-term investments and long-term investments measured at fair value on a recurring basis on our balance sheets (in thousands):


	December 31,
	2022		2021
Cash and cash equivalents:
Cash	$	3,986	$	40,270
Money market funds		10,988		15,954
Repurchase agreements		9,000		13,500
Government and agency notes		20,605		—
Total cash and cash equivalents	$	44,579	$	69,724

Short-term investments:
Certificates of deposit	$	5,390	$	6,928
Municipal notes		506		1,283
Corporate notes		12,411		25,675
Government and agency notes		27,295		3,192
Total short-term investments	$	45,602	$	37,078

Long-term investments
Corporate notes	$	—	$	12,722
Certificates of deposit		712		4,575
Municipal notes		—		650
Government and agency notes		2,866		1,986
Total long-term investments	$	3,578	$	19,933

Summary of Available-for-Sale Securities

The following table summarizes the available-for-sale securities (in thousands):


	Fair Value Measurements at December 31, 2022
	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
Money market funds	$	10,988	$	—	$	—		$	10,988
Certificates of Deposit		6,237		1		(136	)		6,102
Repurchase Agreements		9,000		—		—			9,000
Corporate notes		12,575		—		(164	)		12,411
Government and agency notes		51,020		4		(258	)		50,766
Municipal notes		510		—		(4	)		506
Total cash equivalents and investments	$	90,330	$	5	$	(562	)	$	89,773

Classified as:
Cash equivalents (original maturities within 90 days)								$	40,593
Short-term investments (maturities within one year)									45,602
Long-term investments (maturities beyond 1 year)									3,578
Total cash equivalents and investments								$	89,773


	Fair Value Measurements at December 31, 2021
	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
Money market funds	$	15,954	$	—	$	—		$	15,954
Certificates of Deposit		11,511		12		(20	)		11,503
Repurchase Agreements		13,500		—		—			13,500
Corporate notes		38,470		6		(79	)		38,397
Government and agency notes		5,195		—		(17	)		5,178
Municipal notes		1,934		—		(1	)		1,933
Total cash equivalents and investments	$	86,564	$	18	$	(117	)	$	86,465

Classified as:
Cash equivalents (original maturities within 90 days)								$	29,454
Short-term investments (maturities within one year)									37,078
Long-term investments (maturities beyond 1 year)									19,933
Total cash equivalents and investments								$	86,465

Net Loss Per Share - Schedule of Outstanding Potentially Dilutive Shares Excluded from Calculation of Diluted Net Loss Per Share (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from calculation of earnings per share, amount	8,023,348	6,246,293
Stock Options Issued and Outstanding
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from calculation of earnings per share, amount	7,565,071	5,571,293
Restricted Stock Units (RSUs)
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from calculation of earnings per share, amount	30,876	0
Restricted Stock Awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from calculation of earnings per share, amount	427,401	0
Performance Stock Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from calculation of earnings per share, amount	0	675,000

Income Taxes - Schedule of Loss Before Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
United States	$ (48,191)	$ (87,907)
International	(3,753)	(2,038)
Total	$ (51,944)	$ (89,945)

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

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Summary of Significant Accounting Policies

Related Party Transactions - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Related Party Transaction [Line Items]
Stock-based compensation expense related to options granted	$ 16,618,000	$ 29,853,000
Incremental stock-based compensation expense	2,115,000
General and Administrative Expense
Related Party Transaction [Line Items]
Stock-based compensation expense related to options granted	10,225,000	14,792,000
Severance Costs	1,297,750
Research and Development Expense
Related Party Transaction [Line Items]
Stock-based compensation expense related to options granted	6,393,000	15,061,000
Severance Costs	$ 1,020,000
Purdue Research Foundation [Member]
Related Party Transaction [Line Items]
Shares held by related party	154,497
Related party expenses	$ 195,000	0
Restricted Stock Units (RSUs)
Related Party Transaction [Line Items]
Stock-based compensation expense related to options granted	1,337,000,000	$ 0
Maximum \| Purdue Research Foundation [Member]
Related Party Transaction [Line Items]
Contractual Obligation	$ 4,250,000

Consolidated Statements of Stockholders' Equity (Parenthetical) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Private Placement
Stock issuance costs	$ 19

Equity Incentive Plans - Summary of Employee and Non-Employee Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total stock-based compensation	$ 16,618	$ 29,853
General and Administrative Expense
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total stock-based compensation	10,225	14,792
Research and Development Expense
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total stock-based compensation	$ 6,393	$ 15,061

Balance Sheet Components - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Property Plant And Equipment [Line Items]
Less: accumulated amortization and depreciation	$ (185)	$ (959)
Property and equipment, net	393	263
Computer Equipment
Property Plant And Equipment [Line Items]
Property and equipment	18	53
Lab Equipment
Property Plant And Equipment [Line Items]
Property and equipment	415	528
Finance Lease Right of Use Assets
Property Plant And Equipment [Line Items]
Property and equipment	124	557
Leasehold Improvement
Property Plant And Equipment [Line Items]
Property and equipment	21	58
Office Furniture
Property Plant And Equipment [Line Items]
Property and equipment	$ 0	$ 26

Net Loss Per Share

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Net Loss Per Share

Note 12. Net Loss per Share

The following table sets forth the computation of basic and diluted net loss per share (in thousands except for share and per share amounts):


	December 31,
	2022			2021
Numerator:
Net loss	$	(51,660	)	$	(89,945	)
Denominator:
Weighted average common shares outstanding		33,496,534			29,718,506
Net loss per share, basic and diluted	$	(1.54	)	$	(3.03	)

The following outstanding potentially dilutive securities were excluded from the computation of diluted net loss per share for the periods presented because including them would have been antidilutive:


	December 31,
	2022		2021
Stock options issued and outstanding		7,565,071		5,571,293
Restricted stock units		30,876	—
Restricted stock awards		427,401	—
Performance stock options	—			675,000
		8,023,348		6,246,293

Summary of Significant Accounting Policies - Additional Information (Details)	12 Months Ended
	Dec. 31, 2022 USD ($) Segment	Dec. 31, 2021 USD ($)	Jul. 31, 2021 USD ($)	May 31, 2021 USD ($)	May 31, 2020 USD ($)
Summary Of Significant Accounting Policies [Line Items]
Number of reportable segment \| Segment	1
Number of operating segment \| Segment	1
Impairment charges		$ 0
Operating lease asset	$ 291,000	1,165,000	$ 44,000,000	$ 1,200,000	$ 172,000
Short-term operating lease liability	377,000	741,000
Long-term operating lease liabilities	0	420,000
Accumulated deficit	(288,259,000)	(236,599,000)
San Diego, California
Summary Of Significant Accounting Policies [Line Items]
Impairment charges	136,000	$ 0
Asset impairment charge related to lease impairment loss and loss on disposal of fixed assets	$ 200,000

Equity Incentive Plans - Summary of Restricted Stock Options (Details)	12 Months Ended
	Dec. 31, 2022 $ / shares shares
Restricted Stock Units (RSUs)
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Shares, granted	1,013,500
Number of Shares, vested	(388,147)
Number of Shares, Surrendered	(594,477)
Outstanding, Number of Shares, Unvested, Ending Balance	30,876
Weighted-Average Grant Date Fair Value, granted \| $ / shares	$ 4.30
Weighted-Average Grant Date Fair Value, vested \| $ / shares	4.30
Weighted-Average Grant Date Fair Value, cancelled \| $ / shares	4.30
Outstanding, Weighted-Average Grant Date Fair Value, Unvested, Ending Balance \| $ / shares	$ 4.30
Restricted Stock Awards (RSAs)
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Outstanding, Number of Shares, Unvested, Beginning Balance	0
Number of Shares, assumed	519,216
Number of Shares, vested	(91,815)
Outstanding, Number of Shares, Unvested, Ending Balance	427,401
Weighted-Average Grant Date Fair Value, assumed \| $ / shares	$ 3.30
Outstanding, Weighted-Average Grant Date Fair Value, Unvested, Ending Balance \| $ / shares	$ 3.30

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities
Net Loss	$ (51,660)	$ (89,945)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Non-cash rent expense	(29)	199
Stock based compensation	16,618	29,853
Depreciation and amortization	204	344
Impairment loss on operating lease	136	0
Loss on disposal of fixed assets	94	0
Non-cash goodwill impairment charge	825	0
Amortization of premium / (discount) on available for sale investments	(113)	878
Change in deferred tax liabilities due to acquisition of Novosteo, Inc.	(284)	0
Changes in operating assets and liabilities, net of acquisitions:
Prepaid expenses and other current assets	2,580	(829)
Other assets	194	(155)
Accounts payable	(5,943)	1,356
Accrued expenses and other current liabilities	(6,660)	(4,633)
Net cash used in operating activities	(44,038)	(62,932)
Cash flow from investing activities:
Purchase of investments	(75,021)	(38,789)
Proceeds from maturities of investments	82,493	97,921
Cash acquired from Novosteo, Inc.	10,593	0
Proceeds from disposal of assets	70	0
Purchase of property and equipment	(133)	(180)
Net cash provided by (used in) investing activities	18,002	58,952
Cash flows from financing activities:
Payments of finance leases	(49)	0
Proceeds from issuance of common stock upon exercise of stock options	148	6,808
Proceeds from issuance of common stock	608	0
Proceeds from private placement offering, net of issuance costs	0	0
Net cash provided by financing activities	707	6,808
Effect of exchange rate changes on cash	184	55
Net increase in cash and cash equivalents	(25,145)	2,883
Cash and cash equivalents at beginning of period	69,724	66,841
Cash and cash equivalents at end of period	44,579	69,724
Supplemental disclosures of non-cash information:
Net assets acquired of Novosteo, Inc. in exchange for common stock	16,503	0
Right-of-use assets obtained in exchange for new operating lease liabilities	411	1,254
Right-of-use asset and operating lease liability reduction as a result of lease modification	$ (640)	$ 0

Consolidated Statements of Operations and Comprehensive Loss - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Operating expenses:
Research and development	$ 25,178,000	$ 60,795,000
General and administrative	26,012,000	29,523,000
Goodwill impairment charge	825,000	0
Total operating expenses	52,015,000	90,318,000
Loss from operations	(52,015,000)	(90,318,000)
Interest income	1,068,000	620,000
Other expense, net	(997,000)	(247,000)
Net loss before income tax benefit	(51,944,000)	0
Income tax benefit	284,000	0
Net loss	(51,660,000)	(89,945,000)
Other comprehensive income / (loss):
Foreign currency translation adjustments	248,000	20,000
Unrealized gain / (loss) on available for sales securities	(458,000)	(412,000)
Total comprehensive loss	$ (51,870,000)	$ (90,337,000)
Net loss per share - basic	$ (1.54)	$ (3.03)
Net loss per share - diluted	$ (1.54)	$ (3.03)
Weighted average shares of common stock outstanding - basic	33,496,534	29,718,506
Weighted average shares of common stock outstanding - diluted	33,496,534	29,718,506

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Note 2. Summary of Significant Accounting Policies

Basis of Consolidation

The accompanying consolidated financial statements include the accounts of Quince Therapeutics, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation.

Basis of Presentation

The accompanying consolidated financial statements and the notes thereto have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the instructions of the SEC on Form 10-K through the rules and interpretive releases of the SEC under federal securities law.

Use of Estimates

The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and expenses, as well as related disclosure of contingent assets and liabilities. The most significant estimates used in the Company’s consolidated financial statements relate to the determination of the fair value of stock-based awards and other issuances, determination of the fair value of identifiable assets and liabilities in connection with the acquisition of Novosteo, Inc., including associated intangible assets and goodwill, accruals for research and development costs, useful lives of long-lived assets, stock-based compensation and related assumptions, the incremental borrowing rate for leases and income tax uncertainties, including a valuation allowance for deferred tax assets, eligibility of expenses for the Australia research and development refundable tax credits, impairment of intangible assets or goodwill; and contingencies. The Company bases its estimates on historical experience and on various other market specific and other relevant assumptions that it believes 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 could differ materially from the Company’s estimates.

Foreign Currency Translation and Transactions

The functional currency of the Company’s wholly-owned subsidiary is the Australian Dollar. Its financial results and financial position are translated into U.S. dollars using exchange rates at balance sheet dates for assets and liabilities and using average exchange rates for income and expenses. The resulting translation differences are presented as a separate component of accumulated other comprehensive loss, as a separate component of equity.

Foreign currency transactions are translated into the functional currencies using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses, resulting from the settlement of such transactions and from the re-measurement of monetary assets and liabilities denominated in foreign currencies using exchange rates at balance sheet date and non-monetary assets and liabilities using historical exchange rates, are recognized in the consolidated statements of operations and comprehensive income.

Risk and Uncertainties

The Company’s future results of operations involve a number of risks and uncertainties. Factors that could affect the Company’s future operating results and cause actual results to vary materially from expectations include, but are not limited to, uncertainty of results of clinical trials and reaching milestones, uncertainty of regulatory approval of the Company’s potential drug candidates, uncertainty of market acceptance of the Company’s drug candidates, competition from substitute products and larger companies, securing and protecting proprietary technology, strategic relationships and dependence on key individuals and sole source suppliers. The Company’s drug candidates will require approvals from the U.S. Food and Drug Administration ("FDA") and comparable foreign regulatory agencies prior to commercial sales in their respective jurisdictions. There can be no assurance that any drug candidate will receive the necessary approvals. On January 25, 2022, the Company received a letter from the FDA Division of Neurology 1 placing a full clinical hold on atuzaginstat (COR388) IND application.

Segments

The Company operates and manages its business as one reportable and operating segment, which is the business of developing and commercializing therapeutics. The Company’s chief executive officer, who is the chief operating decision maker, reviews financial information on an aggregate basis for purposes of allocating and evaluating financial performance. All long-lived assets are maintained in the United States of America.

Business Combinations

The Company evaluates acquisitions of assets 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 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 is met, the transaction is accounted for as an asset acquisition. If the screen 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 business combinations using the acquisition method pursuant to the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) Topic 805. This method requires, among other things, that results of operations of acquired companies are included in the Company's financial results beginning on the respective acquisition dates, and that identifiable assets acquired and liabilities assumed are recognized at fair value as of the acquisition date. Intangible assets acquired in a business combination are recorded at fair value using one of three valuation approaches, the income approach, the market approach or the cost approach. The Company reviewed the three valuation approaches and determined the income approach was the most appropriate model to approximate fair value for the Acquisition. The income approach model requires assumptions about the timing and amount of future net cash flows, the cost of capital and terminal values from the perspective of a market participant. Any excess of the fair value of consideration transferred (the “Purchase Price”) over the fair values of the net assets acquired is recognized as goodwill. The fair value of identifiable assets acquired and liabilities assumed in certain cases may be subject to revision based on the final determination of fair value during a period of time not to exceed 12 months from the acquisition date. Legal costs, due diligence costs, business valuation costs and all other acquisition-related costs are expensed when incurred.

Intangible Assets

Intangible assets with a definite useful life are amortized on a straight-line basis over the estimated useful life of the related assets. Intangible assets with an indefinite useful life are not amortized. Intangible assets acquired in a business combination or an acquisition that are used in research and development activities (regardless of whether they have an alternative future use) shall be considered indefinite lived until the completion or abandonment of the associated research and development efforts. Intangible assets acquired in a business combination are initially recorded at fair value. During the period that those assets are considered indefinite lived, they shall not be amortized but shall be tested for impairment. Once the research and development efforts are completed or abandoned, the entity shall determine the useful life of the assets. An intangible asset shall be tested for impairment annually and more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of the intangible asset is less than its carrying amount, If that is the case, the Company performs a quantitative impairment test, and, if the carrying amount of the Company exceeds its fair value, then the Company will recognize an impairment charge for the amount by which its carrying amount exceeds its fair value, not to exceed the carrying amount of the intangible asset. Qualitative factors to be considered include but are not limited to:

•

Cost factors such as increases in raw materials, labor, or other costs that have a negative effect on future expected earnings and cash flows;

•

Legal/regulatory factors or progress and results of clinical trials;

•

Other relevant entity-specific events such as changes in management, key personnel, strategy, or customers; contemplation of bankruptcy; or litigation that could affect significant inputs used to determine the fair value of the indefinite-lived intangible asset;

•

Industry and market considerations such as a deterioration in the environment in which an entity operates, an increased competitive environment;

•

Macroeconomic conditions such as deterioration in general economic conditions, limitations on accessing capital, fluctuations in foreign exchange rates, or other developments in equity and credit markets that could affect significant inputs used to determine the fair value of the indefinite-lived intangible asset;

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the net assets acquired as of the acquisition date. Goodwill has an indefinite useful life and is not amortized. The Company reviews its goodwill for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of the Company may exceed its fair value. The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of the Company is less than its carrying amount, including goodwill. If that is the case, the Company performs a quantitative impairment test, and, if the carrying amount of the Company exceeds its fair value, then the Company will recognize an impairment charge for the amount by which its carrying amount exceeds its fair value, not to exceed the carrying amount of the goodwill.

Cash, Cash Equivalents and Investments

The Company considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents. Cash equivalents include marketable securities. Management determines the appropriate classification of its investments in debt securities at the time of purchase and at the end of each reporting period. Investments with original maturities beyond three months at the date of purchase and which mature at, or less than twelve months from the balance sheet date are classified as short-term investments. Investments with a maturity beyond twelve months from the balance sheet date are classified as long-term investments. Collectively, cash equivalents, short-term investments and long-term investments are considered available-for-sale and are recorded at fair value. Unrealized gains and losses are recorded as a component of other comprehensive loss in the consolidated statements of operations and included as a separate component of consolidated statements of stockholders’ equity (deficit). Realized gains and losses are included in interest income in the consolidated statements of operations and comprehensive loss.

Premiums (discounts) are amortized (accreted) over the life of the related investment as an adjustment to yield using the straight-line interest method. Dividend and interest income are recognized when earned. These amounts are recorded in “interest income” in the statements of operations and comprehensive loss.

Property and Equipment, Net

Property and equipment are stated at cost and reduced by accumulated depreciation. Depreciation expense is recognized using the straight-line method over the estimated useful lives of the respective assets. Depreciation and amortization begin at the time the asset is placed in service. Maintenance and repairs are charged to expense as incurred, and improvements are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the balance sheet and any resulting gain or loss is reflected in operations in the period realized.

The useful lives of property and equipment are as follows:


Computer equipment	3 years
Lab equipment	5 years
Finance lease right of use assets	Shorter of estimated useful life or lease term
Leasehold improvement	Shorter of estimated useful life or lease term
Office furniture	3 years

Concentration of Credit Risk

Cash equivalents, short-term and long-term investments are financial instruments that potentially subject the Company to concentrations of credit risk. The Company invests in money market funds, repurchase agreements, treasury bills and notes, government bonds, and corporate notes. The Company limits its credit risk associated with cash equivalents, short-term and long-term investments by placing them with banks and institutions it believes are highly credit worthy and in highly rated investments.

Impairment of Long-Lived Assets

The Company reviews long-lived assets, including property and equipment, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. An impairment charge would be recorded when estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. Impairment, if any, is assessed using discounted cash flows or other appropriate measures of fair value.

The Company recognized impairment charges of $0.2 million related to the San Diego lease impairment loss and loss on disposal of fixed assets for the year ended December 31, 2022. The Company did not recognize an impairment charge for the year ended 2021.

Leases

The Company determines if an arrangement includes a lease at inception. Right-of-use lease assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. The right-of-use lease asset includes any lease payments made and excludes lease incentives. Incremental borrowing rate is used in determining the present value of future payments. The Company applies a portfolio approach to the property leases to apply an incremental borrowing rate to leases with similar lease terms. The lease terms may include options to extend or terminate the lease. The Company recognizes the options to extend the lease as part of the right-of-use lease assets and lease liabilities only if it is

reasonably certain that the option would be exercised. Lease expense for minimum lease payments is recognized on a straight-line basis over the non-cancelable lease term.

Research and Development Expenses

Research and development costs are expensed as incurred. Research and development expenses consist primarily of personnel costs for the Company’s research and product development employees. Also included are non-personnel costs such as professional fees payable to third parties for preclinical and clinical studies and research services, laboratory supplies and equipment maintenance, product licenses, and other consulting costs. The Company estimates preclinical and clinical study and research expenses based on the services performed, pursuant to contracts with contract research organizations (“CROs”) that conduct and manage preclinical and clinical studies and research services on its behalf. Expenses related to clinical studies are based on estimates of the services received and efforts expended pursuant to contracts with many research institutions, clinical research organizations and other service providers that conduct and manage clinical studies on the Company's behalf. The financial terms of these agreements are subject to negotiation and vary from contract to contract and may result in uneven payment flows. Generally, these agreements set forth the scope of work to be performed at a fixed fee or unit price. Payments under the contracts are mainly driven by time and materials incurred by these service providers. Payments made to third parties under these arrangements in advance of the performance of the related services by the third parties are recorded as prepaid expenses until the services are rendered. Expenses related to clinical studies are generally recorded based on the timing of when services that have been performed on the Company’s behalf by the service providers, clinical trial budgets and in accordance with the contracts and related amendments. The determination of timing involves reviewing open contracts and purchase orders, communicating with applicable personnel to identify the timing of when services that have been performed on the Company’s behalf and estimating the level of service performed and the associated cost incurred for the service when the Company has not yet been invoiced or otherwise notified of actual cost. The Company periodically confirms the accuracy of estimates with the service providers and makes adjustments if necessary. Examples of estimated clinical expenses include:

•

fees paid to Contract Research Organizations, or CROs, in connection with clinical studies;

•

fees paid to investigative sites in connection with clinical studies;

•

fees paid to contract manufacturers in connection with the production of clinical study materials; and

•

fees paid to vendors in connection with preclinical development activities.

If the actual timing of the performance of services or the level of effort varies from the original estimates, the Company will adjust the prepaid or accrual accordingly. Payments associated with licensing agreements to acquire exclusive licenses to develop, use, manufacture and commercialize products that have not reached technological feasibility and do not have alternate commercial use are expensed as incurred.

Patent Costs

The Company has no historical data to support a probable future economic benefit for the arising patent applications, filing and prosecution costs. Therefore, patent costs are expensed as incurred.

Stock-Based Compensation

The Company accounts for stock-based compensation arrangements with employees in accordance with Accounting Standards Codification (“ASC”) 718, Compensation—Stock Compensation. Stock-based awards granted include stock options with service-based vesting. ASC 718 requires the recognition of compensation expense, using a fair value-based method, for costs related to all stock-based payments. The Company’s determination of the fair value of stock options with service-based vesting on the date of grant utilizes the Black-Scholes option-pricing model and is impacted by its common stock price as well as other variables including: but not limited to, expected term that options will remain outstanding, expected common stock price volatility over the term of the option awards, risk-free interest rates and expected dividends. The fair value of a stock-based award is recognized over the period during which an optionee is required to provide services in exchange for the option award, known as the requisite service period (usually the vesting period) on a straight-line basis. Stock-based compensation expense is recognized based on the fair value determined on the date of grant and is reduced for forfeitures as they occur. The Company uses a Monte Carlo Simulation model to estimate the grant date fair value of stock option awards with market-based performance conditions.

Income Taxes

The Company accounts for income taxes under the asset and liability method. Current income tax expense or benefit represents the amount of income taxes expected to be payable or refundable for the current year. Deferred income tax assets and liabilities are determined based on differences between the consolidated financial statement reporting and tax bases of assets and liabilities and net operating loss and credit carryforwards and are measured using the enacted tax rates and laws that will be in effect

when such items are expected to reverse. Deferred income tax assets are reduced, as necessary, by a valuation allowance when management determines it is more likely than not that some or all of the tax benefits will not be realized.

The Company accounts for uncertain tax positions in accordance with ASC 740-10, Accounting for Uncertainty in Income Taxes. The Company assesses all material positions taken in any income tax return, including all significant uncertain positions, in all tax years that are still subject to assessment or challenge by relevant taxing authorities. Assessing an uncertain tax position begins with the initial determination of the position’s sustainability and is measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. As of each balance sheet date, unresolved uncertain tax positions must be reassessed, and the Company will determine whether (i) the factors underlying the sustainability assertion have changed and (ii) the amount of the recognized tax benefit is still appropriate. The recognition and measurement of tax benefits requires significant judgment. Judgments concerning the recognition and measurement of a tax benefit might change as new information becomes available.

The Company includes any penalties and interest expense related to income taxes as a component of other expense and interest expense, net, as necessary.

Comprehensive Loss

The Company is required to report all components of comprehensive loss, including net loss, in the consolidated financial statements in the period in which they are recognized. Comprehensive loss is defined as a change in equity of a business enterprise during a period, resulting from transactions and other events and circumstances from non-owner sources. The Company had an unrealized loss from its available-for sale securities and cumulative translation adjustment during the years ended December 31, 2022 and December 31, 2021, which are considered other comprehensive loss.

Net Loss per Share

Basic net loss per share is calculated by dividing the net loss by the weighted-average number of common shares outstanding during the period, without consideration for potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of common shares and common share equivalents of potentially dilutive securities outstanding for the period. For purposes of the diluted net loss per share calculation and common stock options are considered to be potentially dilutive securities. Because the Company reported a net loss for the years ended December 31, 2022 and 2021, and the inclusion of the potentially dilutive securities would be antidilutive, diluted net loss per share is the same as basic net loss per share for both periods.

Recent Accounting Pronouncements Not Yet Adopted

The following are new accounting pronouncements that the Company is evaluating for future impacts on its financial statements:

Financial Instruments—Credit Losses: In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments which amends the principles around the recognition of credit losses by mandating entities incorporate an estimate of current expected credit losses when determining the value of certain assets. The guidance also amends reporting around allowances for credit losses on available-for-sale marketable securities. In November 2019, the FASB issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815) and Leases (Topic 842): Effective Dates, which established that a one-time determination of the effective date for ASU 2016-13 would be based on the Company’s SEC reporting status as of November 15, 2019. The Company was a “smaller reporting company” as defined by Item 10 of Regulation S-K, and therefore, ASU 2016-13 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company does not believe this will have a material impact on its financial statements.

All other newly issued accounting pronouncements not yet effective have been deemed either immaterial or not applicable.

Consolidated Balance Sheets - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 44,579,000	$ 69,724,000
Short term investments	45,602,000	37,078,000
Prepaid expenses and other current assets	3,567,000	4,871,000
Total current assets	93,748,000	111,673,000
Property and equipment, net	393,000	263,000
Operating lease right-of-use assets, net	291,000	1,165,000
Long term investments	3,578,000	19,933,000
Intangible asset	5,900,000	0
Other assets	0	194,000
Total assets	103,910,000	133,228,000
Current liabilities:
Accounts payable	570,000	4,911,000
Accrued expenses and other current liabilities	2,499,000	9,311,000
Total current liabilities	3,069,000	14,222,000
Long-term operating lease liabilities	0	420,000
Deferred tax liabilities	248,000	0
Total liabilities	3,317,000	14,642,000
Stockholders’ equity:
Preferred stock, $0.001 par value, 10,000,000 authorized, no shares issued and outstanding as of December 31, 2022 and 2021, respectively	0	0
Common stock, $0.001 par value, 100,000,000 shares authorized, 36,136,480 and 30,074,412 issued and outstanding as of December 31, 2022 and 2021, respectively	36,000	30,000
Additional paid in capital	389,105,000	355,234,000
Accumulated other comprehensive loss	(289,000)	(79,000)
Accumulated deficit	(288,259,000)	(236,599,000)
Total stockholders’ equity	100,593,000	118,586,000
Total liabilities and stockholders’ equity	$ 103,910,000	$ 133,228,000

Subsequent Events

12 Months Ended

Dec. 31, 2022

Subsequent Events [Abstract]

Subsequent Events

Note 16. Subsequent Events

On January 30, 2023, the Company announced the approved the cost reduction program to align operations with the

Company's decision to cease internal development efforts on NOV004 and explore partnership and out-licensing opportunities. Under the cost reduction program, the Company will reduce headcount by approximately 47% through a reduction in its workforce. The reduction in force began in February 2023 and will be completed by April 2023.

In connection with the cost reduction program, the Company estimates that it will incur expenses of approximately $0.6

million to $0.8 million, substantially all of which will be cash expenditures and other costs relating to the Plan through August 2023. The Company may incur other charges, including contract termination costs, retirement of fixed assets and facility-related costs and

will record these expenses in the appropriate period as they are determined. These estimates are subject to a number of assumptions, and actual results may differ. The Company may also incur additional costs not currently contemplated due to events that may occur as a result of, or that are associated with, the cost reduction program.

On January 27, 2023, the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Lighthouse Pharmaceuticals, Inc. (“Purchaser”) for the sale of its legacy small molecule protease inhibitor portfolio for all uses and indications throughout the world (the “Transaction”), including COR388, COR588, COR803 and COR852, related drug substance, drug product and other related materials, related regulatory materials, and related intellectual property rights and contracts. The Transaction was also consummated on January 27, 2023.

Upon the consummation of the Transaction, the Company received shares of common stock of Purchaser (“Common

Stock”) equal to seven and a half percent (7.5%) of the currently issued and outstanding Common Stock. The issuance is governed by a Stock Issuance Agreement entered into by the Company and Purchaser on January 27, 2023 (the “Stock Agreement”). The Stock Agreement contains certain anti-dilution rights of the Company and certain transfer restrictions on the Common Stock, including a right of first offer in favor of Purchaser and certain restrictions with respect to non U.S. persons.

Pursuant to the terms of the Purchase Agreement, the Company is eligible to receive milestone payments up to $150

million on a product by product basis for the achievement of certain regulatory approvals and global net sales thresholds. Additionally, the Company is eligible to receive certain sales-based royalty payments on a product by product basis, ranging from high single-digit to mid-teens of annual net sales related to the two existing clinical stage programs, and low single-digit royalties for the preclinical programs, and certain sublicense income on a product by product basis, either in addition to milestone payments and royalties prior to Phase 2 initiation for COR588 or COR388, or in lieu of milestones payments and royalties after initiation of Phase 2 for COR588 or COR388 or for the preclinical programs.

Each of the Company and Purchaser have made certain covenants in the Purchase Agreement with respect to the transfer

of the assets, including requisite filings to be made with regulatory authorities, and the milestone, royalty and sublicense payments and have agreed to indemnify each other for any breaches of such party’s covenants, assumed liabilities (in the case of Purchaser) and retained liabilities (in the case of the Company), subject to certain customary survival periods and mitigation requirements. In addition, Purchaser granted to the Company an exclusive option until June 30, 2023 to obtain worldwide, royalty-free, fully-paid up, irrevocable and perpetual right and license under the transferred intellectual property related to COR388 to research, develop, manufacture, use, commercialize and otherwise exploit COR388 in any animal health indication.

Net Loss Per Share - Schedule of Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Numerator:
Net loss	$ (51,660)	$ (89,945)
Denominator
Weighted average shares of common stock outstanding - basic	33,496,534	29,718,506
Weighted average shares of common stock outstanding - diluted	33,496,534	29,718,506
Net loss per share - basic	$ (1.54)	$ (3.03)
Net loss per share - diluted	$ (1.54)	$ (3.03)

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Foreign Currency Translation and Transactions

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Basis of Consolidation

Basis of Presentation

Use of Estimates

Risk and Uncertainties

Segments

Business Combinations

Intangible Assets

•

Cost factors such as increases in raw materials, labor, or other costs that have a negative effect on future expected earnings and cash flows;

•

Legal/regulatory factors or progress and results of clinical trials;

•

Industry and market considerations such as a deterioration in the environment in which an entity operates, an increased competitive environment;

•

Goodwill

Cash, Cash Equivalents and Investments

Property and Equipment, Net

The useful lives of property and equipment are as follows:


Computer equipment	3 years
Lab equipment	5 years
Finance lease right of use assets	Shorter of estimated useful life or lease term
Leasehold improvement	Shorter of estimated useful life or lease term
Office furniture	3 years

Concentration of Credit Risk

Impairment of Long-Lived Assets

Leases

reasonably certain that the option would be exercised. Lease expense for minimum lease payments is recognized on a straight-line basis over the non-cancelable lease term.

Research and Development Expenses

•

fees paid to Contract Research Organizations, or CROs, in connection with clinical studies;

•

fees paid to investigative sites in connection with clinical studies;

•

fees paid to contract manufacturers in connection with the production of clinical study materials; and

•

fees paid to vendors in connection with preclinical development activities.

Patents Costs

Patent Costs

The Company has no historical data to support a probable future economic benefit for the arising patent applications, filing and prosecution costs. Therefore, patent costs are expensed as incurred.

Stock-Based Compensation

Income Taxes

The Company includes any penalties and interest expense related to income taxes as a component of other expense and interest expense, net, as necessary.

Comprehensive Loss

Net Loss per Share

Recent Accounting Pronouncements Not Yet Adopted

The following are new accounting pronouncements that the Company is evaluating for future impacts on its financial statements:

All other newly issued accounting pronouncements not yet effective have been deemed either immaterial or not applicable.

Income Taxes - Schedule of Reconciliation of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Beginning balance	$ 3,249	$ 1,976
Additions for tax positions taken in a prior year	0	0
Additions for tax positions taken in a current year	439	1,273
Ending balance	$ 3,688	$ 3,249

Related Party Transactions

12 Months Ended

Dec. 31, 2022

Related Party Transactions

Note 10. Related Party Transactions

David Lamond, Chairperson of the Board of Quince Therapeutics, Inc. was a director and an equity holder in Novosteo, Inc. which Quince acquired on May 19, 2022. The shares of Novosteo, Inc. beneficially owned by Mr. Lamond were automatically cancelled and converted into the right to receive shares of Quince common stock in accordance with the terms of the Merger Agreement. The respective boards of directors of Quince and Novosteo have approved the Merger Agreement, and the Novosteo’s stockholders adopted the Merger Agreement upon recommendation of the Novosteo board of directors. Mr. Lamond was not part of either company's special committees that evaluated the Acquisition and recused himself from board meetings where the Acquisition was discussed.

Philip Low, Board member of Quince Therapeutics, Inc., is employed as a professor at Purdue University. The Company rents a lab facility and office space from Purdue Research Foundation, a private, nonprofit foundation of Purdue University. Purdue Research Foundation also owns 154,497 shares of Quince Therapeutics, Inc. and has provided the Company an exclusive worldwide license under certain bone fracture repair and oncology therapeutics related patents and technology developed by the Purdue University and owned by Purdue Research Foundation. In addition, the Company is required to pay Purdue Research Foundation annual license maintenance fees, development milestones (up to $4.25 million for each licensed product), royalties on the gross receipts of the licensed products (subject to annual minimums), and a share of certain payments that the Company may receive from sublicensees. In addition, the Company also pays rent to Purdue University as the Company has a research and development lab on the campus. For the years ended December 31, 2022 and 2021, the Company has incurred total expenses of $195,000 and $0, respectively, related to these agreements. This is recorded in research and development expenses included in the Consolidated Statements of Operations and Comprehensive Loss.

In 2022, several executives and board members of the Company stepped down from their respective roles. In connection with their departure, the Company modified certain of their option awards to accelerate the vesting and extend the exercise period. As a result of these modifications, the Company recognized $2,115,000 of incremental stock-based compensation expense during the year ending December 31, 2022. The Company also made cash severance payments of $1,297,750 which are recorded in general

administrative expenses in the Consolidated Statements of Operations and Comprehensive Loss and $1,020,000 which are recorded in research and development expenses included in the Consolidated Statements of Operations and Comprehensive Loss.

Balance Sheet Components - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Prepaid Expense and Other Assets, Current [Abstract]
Prepaid expenses	$ 223	$ 333
Prepaid insurance	977	1,144
Prepaid research and development expenses	1,088	1,899
Australia research and development refundable tax credit	1,003	1,128
Other current assets	276	367
Total prepaid expenses and other current assets	$ 3,567	$ 4,871

Equity Incentive Plans - Additional Information (Details)	1 Months Ended		3 Months Ended	12 Months Ended
	Feb. 28, 2022 USD ($) shares	Dec. 31, 2020 Installment shares	Mar. 31, 2022 USD ($)	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2020 $ / shares	May 19, 2022 shares	May 09, 2022 shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock reserved for issuance \| shares				12,745,170	7,217,640
Total intrinsic value of options exercised				$ 1,393,000	$ 22,512,000
Weighted average grant date fair value of options granted \| $ / shares				$ 6.05	$ 25.66
Total estimated grant date fair value of options vested				$ 31,800,000
Stock-based compensation expense related to options granted				16,618,000	$ 29,853,000
Income tax benefits recognized				0
Unamortized employee stock-based compensation				$ 6,200,000
Unamortized employee stock-based compensation expected to recognized over remaining estimated vesting period				2 years 3 months 7 days
LifeToDateExpense	$ 1,600,000
Dividend yield				0.00%
Novosteo
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total intrinsic value of options exercised				$ 0	$ 0
Weighted average grant date fair value of options granted \| $ / shares				$ 2.51	$ 0
Total estimated grant date fair value of options vested				$ 300,000	$ 0
Unamortized employee stock-based compensation				$ 1,000,000.0
Unamortized employee stock-based compensation expected to recognized over remaining estimated vesting period				3 years 2 months 23 days
Number of shares, Cancelled and converted \| shares							0.0911
Arithmetic Average
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected term				10 years
Performance Stock Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Weighted average grant date fair value of options granted \| $ / shares						$ 14.90
Stock-based compensation expense related to options granted				$ 2,044,000	3,713,000
Unamortized employee stock-based compensation				0
Options granted \| shares		675,000
Number of installments \| Installment		2
Number of consecutive trading days		45 days
Number of Shares, Surrendered \| shares	400,000
Remaining expense			$ 3,600,000
Restricted Stock Units (RSUs)
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total fair value of shares vested				1,700,000	0
Aggregate intrinsic value				1,100,000
Stock-based compensation expense related to options granted				1,337,000,000	0
Unamortized employee stock-based compensation				$ 100,000
Unamortized employee stock-based compensation expected to recognized over remaining estimated vesting period				1 year 2 months 1 day
Number of Shares, Surrendered \| shares				594,477
Restricted Stock Units (RSUs) \| Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock based awards vesting period				2 years
Restricted Stock Awards (RSAs)
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unamortized employee stock-based compensation				$ 1,400,000
Unamortized employee stock-based compensation expected to recognized over remaining estimated vesting period				2 years 8 months 26 days
Restricted Stock Awards (RSAs) \| Novosteo
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock reserved for issuance \| shares							0.0911
Employees and Non-Employees
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense related to options granted				$ 11,361,000	26,140,000,000
Employees and Non-Employees \| Novosteo
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense related to options granted				245,000,000	0
Employees and Non-Employees \| Restricted Stock Awards (RSAs)
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense related to options granted				$ 338,000,000	$ 0
2019 Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Maximum aggregate number of shares that may be issued under the plan \| shares				8,591,030
Increase in number of shares available for issuance as proportion of shares of common stock \| shares				2,146,354
Percentage of common stock outstanding				4.00%
2019 Plan \| Novosteo
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Maximum aggregate number of shares that may be issued under the plan \| shares							544,985
2019 Plan \| Performance Stock Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of Shares, Surrendered \| shares				675,000
2019 ESPP
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Increase in number of shares available for issuance as proportion of shares of common stock \| shares				536,589
Percentage of common stock outstanding				1.00%
Common stock reserved for issuance \| shares				1,133,165
Maximum period for common stock shares reserved for future issuance				10 years
2022 Inducement Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Increase in number of shares available for issuance as proportion of shares of common stock \| shares								4,000,000
Common stock reserved for issuance \| shares				257,745
Total intrinsic value of options exercised				$ 0
Weighted average grant date fair value of options granted \| $ / shares				$ 2.26
Total estimated grant date fair value of options vested				$ 0
Number of options exercised \| shares				0
Number of options vested \| shares				0
Unamortized employee stock-based compensation				$ 7,200,000
Unamortized employee stock-based compensation expected to recognized over remaining estimated vesting period				3 years 4 months 20 days
2022 Inducement Plan \| Employees and Non-Employees
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense related to options granted				$ 1,293,000,000

Equity Incentive Plans - Summary of Activity Under Performance Stock Options (Details) - Performance Stock Options - $ / shares	1 Months Ended	12 Months Ended
	Feb. 28, 2022	Dec. 31, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of Shares, Surrendered	(400,000)
2019 Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares Subject to Outstanding PSOs, Beginning Balance		675,000
Number of Shares, Surrendered		(675,000)
Weighted Average Exercise Price, Beginning Balance		$ 29.60
Surrendered		$ 29.60
Weighted Average Remaining Contractual Life		8 years 11 months 8 days

Business Combination

12 Months Ended

Dec. 31, 2022

Business Combinations [Abstract]

Business Combination

Note 14. Business Combination

On May 19, 2022, the Company completed the Acquisition. Pursuant to the terms of the Merger Agreement, at the closing of the Acquisition (the “Effective Time”), each share of capital stock of Novosteo (the “Novosteo Capital Stock”) that was issued and outstanding immediately prior to the Effective Time was automatically cancelled and converted into the right to receive 0.0911 shares of common stock, par value $0.001 per share, of the Company (the “Company Common Stock”). These shares included options to purchase an aggregate of 507,108 shares of the Company Common Stock upon conversion of the outstanding Novosteo options based on the Company Option Exchange Ratio (as defined in the Merger Agreement), with the awards retaining the same vesting and other terms and conditions as in effect immediately prior to consummation of the Acquisition. These options, as well as 519,216 unvested restricted shares were concluded to be post-combination expense and were excluded from purchase consideration.

The Company has included the financial results of Novosteo in the consolidated financial statements from the date of the Acquisition and recorded immaterial amounts of expenses and earnings since the period from May 19, 2022 through December 31, 2022. The transaction costs associated with the Acquisition were approximately $1.1 million and were recorded in general and administrative expense. The acquisition date fair value of the consideration transferred for Novosteo was approximately $16,502,587, which consisted of 5,000,784 shares at $3.30 per share.

The Company accounted for the Acquisition as a business combination in accordance with ASC Topic 805, Business Combinations ("ASC 805"). The Company applied the acquisition method, which requires the identifiable assets acquired and liabilities assumed be recorded at fair value with limited exceptions. The following table summarizes the fair values of the identifiable assets acquired and liabilities assumed as the final determination of the date of acquisition (in thousands):


	May 19,
	2022
Identifiable assets acquired and liabilities assumed:
Cash and cash equivalents	$	10,593
Prepaid expenses and other current assets		1,040
ROU asset		124
Property and equipment		279
In-process Research and Development		5,900
Accounts payable and accrued liabilities		(1,726	)
Deferred tax liabilities		(532	)
Net assets acquired	$	15,678
Goodwill	$	825

The final determination of the fair value of assets and liabilities have been completed within the one-year measurement period as required by ASC 805. As part of the valuation analysis, the fair value of the intangible assets was estimated by discounting forecasted risk adjusted cash flows at a rate that approximated the cost of capital of a market participant. Management's forecast of future cash flows was based on the income approach. Significant estimates, all of which are considered Level 3 inputs, were used in the fair value methodology, including the Company's forecast regarding its future operations and likeliness of obtaining approval to sell its products, as well as other market conditions. The Company recorded no measurement period adjustments for the year ended December 31, 2022. All subsequent adjustments will be recorded to earnings.

The excess of the fair value of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill, which is primarily attributed to the assembled workforce and expanded market opportunities, for which there is no basis for U.S. income tax purposes. Goodwill amounts are not amortized but are rather tested for impairment at least annually, see Note 15 for this assessment. Goodwill is not deductible for tax purposes.

The Intangible asset balance above is attributable to in-process research and development with an indefinite useful life.

The unaudited pro forma revenue and net loss for the years ended December 31, 2022 and 2021 of the combined entity had the acquisition date been January 1, 2021 are as follows:


	For the year ended December 31,
	2022			2021
Revenue	$	262		$	225
Net loss		(52,592	)		(96,075	)

The 2022 supplemental pro forma earnings were adjusted to exclude $2.2 million of acquisition-related costs incurred in 2022, the 2021 pro forma earnings were adjusted to include these charges. The Company’s consolidated statements of operations and comprehensive loss for the year ended December 31, 2022 include immaterial net revenue and net loss attributable to the Acquisition.

Employee Benefit Plan - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Retirement Benefits [Abstract]
Percentage of employee contribution of their annual compensation	100.00%
Contributions	$ 0	$ 0
Defined contribution plan name	401(k)
Defined Contribution Plan, Plan Name [Extensible List]	us-gaap:QualifiedPlanMember

Summary of Significant Accounting Policies - Schedule of Useful Lives of Property and Equipment (Details)	12 Months Ended
	Dec. 31, 2022
Computer Equipment
Property Plant And Equipment [Line Items]
Useful lives of property and equipment	3 years
Lab Equipment
Property Plant And Equipment [Line Items]
Useful lives of property and equipment	5 years
Finance Lease Right of Use Assets
Property Plant And Equipment [Line Items]
Useful Estimated lives of property and equipment	Shorter of estimated useful life or lease term
Leasehold Improvement
Property Plant And Equipment [Line Items]
Useful Estimated lives of property and equipment	Shorter of estimated useful life or lease term
Office Furniture
Property Plant And Equipment [Line Items]
Useful lives of property and equipment	3 years

Leases - Summary of Lease Costs (Details) - USD ($)	12 Months Ended
Leases - Summary of Lease Costs (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Lease costs:
Finance lease amortization of right of use assets	$ 50,000	$ 220,000
Operating lease costs	572,000	729,000
Short-term lease costs	75,000	66,000
Total lease costs	$ 697,000	$ 1,015,000

Common Stock

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Common Stock

Note 9. Common Stock

Equity Transactions

On December 23, 2021, the Company entered into an Open Market Sales Agreement, with Jefferies LLC ("Jefferies"), whereby the Company may sell up to $150.0 million in aggregate proceeds of common stock from time to time, through Jefferies as our sales agent. During the years ended December 31, 2022 and 2021, the Company sold 51,769 and zero shares of common stock, respectively, under this agreement and received net proceeds of $0.6 and $0 million, respectively.

Common Stock

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


	December 31,
	2022		2021
Options issued and outstanding under the Quince 2019 Stock Plan		3,319,711		6,246,293
Shares available for issuance under Quince 2019 Stock Plan		3,747,309		138,926
Shares available for issuance under the Employee Stock Purchase Plan		1,133,165		832,421
Options issued and outstanding under the Novosteo 2019 Plan		503,105		—
Shares available for issuance under Novosteo 2019 Plan		41,880		—
Options issued and outstanding under the 2022 Inducement Plan		3,742,255		—
Shares available for issuance under 2022 Inducement Plan		257,745		—
Total		12,745,170		7,217,640

The Company is authorized to issue 100,000,000 shares of common stock with a par value of $0.001 per share. Each share of common stock is entitled to one vote. The holders of common stock are also entitled to receive dividends whenever funds are legally available and when and if declared by the board of directors, subject to the prior rights of holders of any preferred stock that may be outstanding at the time. The Company has never declared any dividends on common stock. As of December 31, 2022 and 2021, the Company had 36,136,480 and 30,074,412 shares of common stock issued and outstanding, respectively.

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.

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies

Note 7. Commitments and Contingencies

Legal Matters

The Company’s industry is characterized by frequent claims and litigation, including claims regarding intellectual property. As a result, the Company may be subject to various legal proceedings from time to time. The results of any future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors. Management is not aware of any pending or threatened litigation.

Indemnification

As permitted under Delaware law and in accordance with the Company’s bylaws, the Company indemnifies its officers and directors for certain events or occurrences while the officer or director is or was serving in such capacity. The Company is also party to indemnification agreements with its directors. The Company believes the fair value of the indemnification rights and agreements is minimal. Accordingly, the Company has not recorded any liabilities for these indemnification rights and agreements as of December 31, 2022 and 2021.

Contingencies

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 such expenditures can be reasonably estimated.

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2022

Schedule of Financial Assets and Liabilities to Fair Value Measurements on Recurring Basis


	Fair Value Measurements at December 31, 2022
	Total		Level 1		Level 2		Level 3
Money market funds	$	10,988	$	10,988	$	—	$	—
Certificates of Deposit		6,102		—		6,102		—
Repurchase Agreements		9,000		—		9,000		—
Corporate notes		12,411		—		12,411		—
Government and agency notes		50,766		—		50,766		—
Municipal notes		506		—		506		—
Total	$	89,773	$	10,988	$	78,785	$	—


	Fair Value Measurements at December 31, 2021
	Total		Level 1		Level 2		Level 3
Money market funds	$	15,954	$	15,954	$	—	$	—
Certificates of Deposit		11,503		—		11,503		—
Repurchase Agreements		13,500		—		13,500		—
Corporate notes		38,397		—		38,397		—
Government and agency notes		5,178		—		5,178		—
Municipal notes		1,933		—		1,933		—
Total	$	86,465	$	15,954	$	70,511	$	—

Common Stock (Tables)

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Schedule of Reserved Shares of Common Stock for Future Issuance

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


	December 31,
	2022		2021
Options issued and outstanding under the Quince 2019 Stock Plan		3,319,711		6,246,293
Shares available for issuance under Quince 2019 Stock Plan		3,747,309		138,926
Shares available for issuance under the Employee Stock Purchase Plan		1,133,165		832,421
Options issued and outstanding under the Novosteo 2019 Plan		503,105		—
Shares available for issuance under Novosteo 2019 Plan		41,880		—
Options issued and outstanding under the 2022 Inducement Plan		3,742,255		—
Shares available for issuance under 2022 Inducement Plan		257,745		—
Total		12,745,170		7,217,640

Business Combination (Tables)

12 Months Ended

Dec. 31, 2022

Business Combinations [Abstract]

Schedule of fair values of assets acquired and liabilities assumed

The following table summarizes the fair values of the identifiable assets acquired and liabilities assumed as the final determination of the date of acquisition (in thousands):


	May 19,
	2022
Identifiable assets acquired and liabilities assumed:
Cash and cash equivalents	$	10,593
Prepaid expenses and other current assets		1,040
ROU asset		124
Property and equipment		279
In-process Research and Development		5,900
Accounts payable and accrued liabilities		(1,726	)
Deferred tax liabilities		(532	)
Net assets acquired	$	15,678
Goodwill	$	825

Schedule of Revenue and Net Loss of the Combined Entity

The unaudited pro forma revenue and net loss for the years ended December 31, 2022 and 2021 of the combined entity had the acquisition date been January 1, 2021 are as follows:


	For the year ended December 31,
	2022			2021
Revenue	$	262		$	225
Net loss		(52,592	)		(96,075	)

Balance Sheet Components

12 Months Ended

Dec. 31, 2022

Balance Sheet Components [Abstract]

Balance Sheet Components

Note 5: Balance Sheet Components

Prepaid Expenses and Other Current Assets

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


	December 31,
	2022		2021
Prepaid expenses	$	223	$	333
Prepaid insurance		977		1,144
Prepaid research and development expenses		1,088		1,899
Australia research and development refundable tax credit		1,003		1,128
Other current assets		276		367
Total prepaid expenses and other current assets	$	3,567	$	4,871

Cortexyme Australia, Pty, Ltd, is eligible to obtain a cash refund from the Australian Taxation Office for eligible R&D

expenditures under the Australian R&D Tax Incentive Program (the “Australian Tax Incentive”). The Australian Tax Incentive is recognized as a reduction to R&D expense when there is reasonable assurance that the relevant expenditure has been incurred, the amount can be reliably measured and that the Australian Tax Incentive will be received. The Company recognized reductions to R&D expense of $0.6 million and $1.1 million for the years ended December 31, 2022 and 2021, respectively.

Novosteo Pty, Ltd is eligible to obtain a cash refund from the Australian Taxation Office for eligible R&D expenditures under the Australian Tax Incentive as well. The Company is eligible to receive a refundable tax credit of $0.5 million and $0 million for the years ended December 31, 2022 and 2021, respectively.

Property and equipment, net

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


	December 31,
	2022			2021
Computer equipment	$	18		$	53
Lab equipment		415			528
Finance lease right of use assets		124			557
Leasehold improvement		21			58
Office furniture		—			26
Less: accumulated amortization and depreciation		(185	)		(959	)
Property and equipment, net	$	393		$	263

Depreciation expense for property and equipment was $204,000 and $344,000 for the years ended December 31, 2022 and 2021, respectively.

Accrued Expenses and Other Current Liabilities

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


	December 31,
	2022		2021
Personnel expenses	$	1,130	$	820
Professional fees		234		462
Research and development expenses		497		7,108
Current portion of operating lease liabilities		377		741
Current portion of finance lease liability		76		—
Other		185		180
Total accrued expenses and other current liabilities	$	2,499	$	9,311

In response to the reprioritization of the Company's pipeline following the clinical hold on atuzaginstat (COR388) IND application, on February 2, 2022, the Board approved a cost reduction program to reorganize operations and allow continued support for the needs of the business. Under the cost reduction program, the Company lowered headcount through a reduction in workforce. The reduction in force was completed in July 2022. To be eligible for the severance payments, employees had to remain with the Company through their communicated severance date. The Company recognized the severance and related expenses over the requisite employment obligation period.


	For the year ended December 31,
	2022
Beginning accrued severance	$	—
Incurred during the period		3,942
Severance paid during the period		(3,942	)
Ending accrued severance	$	—

Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Fair value assets level 1 to level 2	$ 0	$ 0
Fair value assets level 2 to level 1	0	0
Fair value assets transfers into level 3	0	0
Fair value assets transfers out of level 3	$ 0	$ 0

Common Stock - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Dec. 23, 2021	Dec. 31, 2022	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Proceeds from issuance of common stock		$ 608	$ 0
Common stock, shares authorized		100,000,000	100,000,000
Common stock, par value		$ 0.001	$ 0.001
Common stock, shares issued		36,136,480	30,074,412
Common stock, shares outstanding		36,136,480	30,074,412
Common stock, voting rights		Each share of common stock is entitled to one vote
Open Market Sales Agreement \| Jefferies LLC
Subsidiary, Sale of Stock [Line Items]
Proceeds from issuance of common stock	$ 150,000	$ 600	$ 0
Issuance of stock (in shares)		51,769	0

Intangible Assets

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

Note 15. Intangible Assets

The intangible asset acquired as a result of the Acquisition consists of in-process research and development ("IPRD") related to NOV004, the Company's bone targeting molecule designed to accelerate fracture repair. The value of the IPRD was determined using discounted probable future cash flows.

Significant assumptions used in determining the fair value of the IPR&D include revenue growth rates, risk adjusted discount rates, and clinical trial success rate.

All intangible assets acquired in a business combination that are used in research and development activities are capitalized as indefinite-lived intangible assets. During the period that those assets are considered indefinite lived, they are not amortized but are tested for impairment. Once the research and development efforts are completed, the asset will be amortized over its remaining useful life. If the research and development efforts are abandoned, the intangible asset will be expensed in that period.

As of December 31, 2022, management performed a quantitative impairment evaluation of IPR&D intangible asset. The quantitative evaluation included a discounted cash flow analysis to determine if the intangible asset had decreased in value. In order to determine the fair value of the intangible asset, the Company utilized an average of a discounted cash flow analysis and comparable public company analysis. The key assumptions associated with determining the estimated fair value include projected future revenue growth rates, after tax free cash flow, and the discount rate. The assumptions used in the discount rate calculation were based on a peer company metrics to determine the weighted average cost of capital. This quantitative analysis resulted in the intangible asset fair value being above its carrying value, resulting in no impairment.

Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions, estimates and market factors. Estimating the fair value of the Company’s indefinite-lived intangible assets requires assumptions and estimates regarding the Company's future plans, as well as industry, economic, and regulatory conditions. These assumptions and estimates include projected future revenue growth rates, discount rates, relevant market multiples, royalty rates and other market factors. If current expectations of future growth rates, margins and cash flows are not met, or if market factors outside of the Company's control change significantly, then the reporting unit or indefinite-lived intangible assets might become impaired in the future, negatively impacting the Company's operating results and financial position.

The following table provides details of the carrying amount of the Company's indefinite-lived intangible asset (in thousands):


		As of December 31,
		2022
Unamortized intangible assets:
	In-process research and development	$	5,900

Goodwill

The excess of the fair value of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill.

The following table sets forth the change in the carrying amount of goodwill for the Company as of and for the year ended December 31, 2022:


Balance at December 31, 2021	$	—
May 19, 2022		825
Impairment charge		(825	)
Balance at December 31, 2022		—

As of September 30, 2022, management performed an impairment evaluation of goodwill after assessing qualitative

factors that indicated a possible impairment of goodwill. Under the qualitative assessment, management considers relevant events and circumstances including but not limited to macroeconomic conditions, industry and market considerations, overall company performance and events directly affecting the Company. It was noted during our assessment that the Company's market capitalization was significantly below its carrying value and a further quantitative analysis was conducted to determine to the extent, if any, the Company's carrying value exceeded its fair value as of September 30, 2022. The quantitative analysis used fair value based on market capitalization adjusted for control premium based on market comparable transactions. This quantitative analysis resulted in the Company's fair value being significantly below its carrying value, resulting in a non-cash goodwill impairment charge of $0.8 million being recorded during the year ended December 31, 2022.

Balance Sheet Components - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Reductions in research and development expense	$ 600,000	$ 1,100,000
Australia research and development refundable tax credit	1,003,000	1,128,000
Depreciation	204,000	344,000
Novosteo
Australia research and development refundable tax credit	$ 500,000	$ 0

Common Stock - Schedule of Reserved Shares of Common Stock for Future Issuance (Details) - shares	Dec. 31, 2022	Dec. 31, 2021
Class Of Stock [Line Items]
Total	12,745,170	7,217,640
Options Issued and Outstanding Under The Quince 2019 Stock Plan
Class Of Stock [Line Items]
Total	3,319,711	6,246,293
Shares Available for Issuance Under Quince 2019 Stock Plan
Class Of Stock [Line Items]
Total	3,747,309	138,926
Shares Available for Issuance Under Employee Stock Purchase Plan
Class Of Stock [Line Items]
Total	1,133,165	832,421
Options Issued and Outstanding Under The Novosteo 2019 Plan
Class Of Stock [Line Items]
Total	503,105	0
Shares Available for Issuance Under Novosteo 2019 Plan
Class Of Stock [Line Items]
Total	41,880	0
Options Issued and Outstanding Under the 2022 Inducement Plan
Class Of Stock [Line Items]
Total	3,742,255	0
Shares Available for Issuance Under 2022 Inducement Plan
Class Of Stock [Line Items]
Total	257,745	0

Income Taxes - Schedule of Components of Deferred Tax Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred tax asset:
Federal and State net operating loss carryforwards	$ 49,481	$ 44,933
Stock based compensation	9,667	6,853
Other accruals	515	396
Tax credits	7,970	6,737
Gross deferred tax asset	70,727	58,919
Valuation allowance	(69,692)	(58,611)
Total deferred tax assets (liabilities)	(1,035)	308
Net deferred tax liabilities
Property and equipment	(11)	(5)
Capitalized leases	(32)	(303)
Gross deferred tax liabilities	(1,282)	(308)
Net deferred tax assets	$ (247)	$ 0

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Schedule of Loss Before Income Taxes

The components of the Company's loss before income taxes were as follows (in thousands):


	Year ended December 31,
	2022			2021
United States	$	(48,191	)	$	(87,907	)
International		(3,753	)		(2,038	)
Total	$	(51,944	)	$	(89,945	)

Schedule of Provision for Income Taxes Differs From the Amount Expected by Applying the Federal Statutory Rate to Loss Before Taxes

The provision for income taxes differs from the amount expected by applying the federal statutory rate to the loss before taxes as follows:


	Year ended December 31,
	2022				2021
Federal statutory income tax rate		21.00		%		21.00		%
State income taxes		0.89				0.96
Income tax credits		1.49				2.17
Stock based compensation		(0.82	)			1.68
Non-deductible expenses and others		(3.38	)			0.26
Change in valuation allowance		(18.63	)			(26.07	)
		0.55		%		—		%

Schedule of Components of Deferred Tax Assets

As of December 31, 2022 and 2021, the components of the Company’s deferred tax assets are as follows (in thousands):


	Year ended December 31,
	2022			2021
Deferred tax asset:
Federal and State net operating loss carryforwards	$	49,481		$	44,933
Stock based compensation		9,667			6,853
Other accruals		515			396
Capitalized research and development expense		3,094			—
Tax credits		7,970			6,737
Gross deferred tax asset		70,727			58,919
Valuation allowance		(69,692	)		(58,611	)
Total deferred tax assets (liabilities)		1,035			308
Deferred tax liabilities:
Property and equipment		(11	)		(5	)
Capitalized leases		(32	)		(303	)
IP R&D		(1,239	)		—
Gross deferred tax liabilities		(1,282	)		(308	)
Net deferred tax liabilities	$	(247	)	$	—

Schedule of Reconciliation of Unrecognized Tax Benefits

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):


	Year ended December 31,
	2022		2021
Beginning balance	$	3,249	$	1,976
Additions for tax positions taken in a prior year		—		—
Additions for tax positions taken in a current year		439		1,273
Ending balance	$	3,688	$	3,249

Cash, Cash Equivalents and Investments

12 Months Ended

Dec. 31, 2022

Cash, Cash Equivalents and Investments

Note 4: Cash, Cash Equivalents and Investments


	December 31,
	2022		2021
Cash and cash equivalents:
Cash	$	3,986	$	40,270
Money market funds		10,988		15,954
Repurchase agreements		9,000		13,500
Government and agency notes		20,605		—
Total cash and cash equivalents	$	44,579	$	69,724

Short-term investments:
Certificates of deposit	$	5,390	$	6,928
Municipal notes		506		1,283
Corporate notes		12,411		25,675
Government and agency notes		27,295		3,192
Total short-term investments	$	45,602	$	37,078

Long-term investments
Corporate notes	$	—	$	12,722
Certificates of deposit		712		4,575
Municipal notes		—		650
Government and agency notes		2,866		1,986
Total long-term investments	$	3,578	$	19,933

The investments are classified as available-for-sale securities. As of December 31, 2022, the weighted average remaining contractual maturities of available-for-sale securities was approximately 5 months. At December 31, 2022 and 2021, the unrealized gain (loss) activity related to the Company’s available-for-sale securities is included in the Company’s accumulated other comprehensive income (loss). There were no significant realized gains or losses recognized on the sale or maturity of available-for-sale securities for the years ended December 31, 2022 and 2021 and as a result, the Company did not reclassify any amounts out of accumulated other comprehensive income. Based on the Company’s review of its available-for-sale securities, the Company has a limited number of available-for-sale securities in insignificant loss positions as of December 31, 2022. Management evaluates securities for other-than-temporary impairment (OTTI) on a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. Investment securities are generally evaluated for OTTI under FASB Accounting Standards Codification (ASC) Topic 320, Accounting for Certain Investments in Debt and Equity Securities. OTTI under the ASC Topic 320 model, management considers many factors, including: (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, (3) whether the market decline was affected by macroeconomic conditions, and (4) whether the entity has the intent to sell the debt security or more likely than not will be required to sell the debt security before its anticipated recovery. The assessment of whether an other-than-temporary decline exists involves a high degree of subjectivity and judgment and is based on the information available to management at a point in time. No other-than-temporary impairments on these securities were recognized for the years ended as of December 31, 2022 and 2021.

The following table summarizes the available-for-sale securities (in thousands):


	Fair Value Measurements at December 31, 2022
	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
Money market funds	$	10,988	$	—	$	—		$	10,988
Certificates of Deposit		6,237		1		(136	)		6,102
Repurchase Agreements		9,000		—		—			9,000
Corporate notes		12,575		—		(164	)		12,411
Government and agency notes		51,020		4		(258	)		50,766
Municipal notes		510		—		(4	)		506
Total cash equivalents and investments	$	90,330	$	5	$	(562	)	$	89,773

Classified as:
Cash equivalents (original maturities within 90 days)								$	40,593
Short-term investments (maturities within one year)									45,602
Long-term investments (maturities beyond 1 year)									3,578
Total cash equivalents and investments								$	89,773


	Fair Value Measurements at December 31, 2021
	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
Money market funds	$	15,954	$	—	$	—		$	15,954
Certificates of Deposit		11,511		12		(20	)		11,503
Repurchase Agreements		13,500		—		—			13,500
Corporate notes		38,470		6		(79	)		38,397
Government and agency notes		5,195		—		(17	)		5,178
Municipal notes		1,934		—		(1	)		1,933
Total cash equivalents and investments	$	86,564	$	18	$	(117	)	$	86,465

Classified as:
Cash equivalents (original maturities within 90 days)								$	29,454
Short-term investments (maturities within one year)									37,078
Long-term investments (maturities beyond 1 year)									19,933
Total cash equivalents and investments								$	86,465

Business Combination - Schedule of fair values of assets acquired and liabilities assumed (Details) - USD ($) $ in Thousands	Dec. 31, 2022	May 19, 2022	Dec. 31, 2021
Business Combinations [Abstract]
Cash and cash equivalents		$ 10,593
Prepaid expenses and other current assets		1,040
ROU asset		124
Property and equipment		279
Intangible In-process Research and Development	$ 5,900	5,900
Accounts payable and accrued liabilities		(1,726)
Deferred tax liabilities		(532)
Net assets acquired		15,678
Goodwill	$ 0	$ 825	$ 0

Subsequent Events - Additional Information (Details) - Subsequent Event - USD ($) $ in Millions			7 Months Ended
	Jan. 30, 2023	Jan. 27, 2023	Aug. 31, 2023
Asset Purchase Agreement \| Lighthouse Pharmaceuticals, Inc.
Subsequent Event [Line Items]
Disposal date		Jan. 27, 2023
Ratio of common stock received to issued		7.50%
Milestone payments receivable		$ 150.0
Employee Severance
Subsequent Event [Line Items]
Percentage of reduction in workforce by headcount	47.00%
Cost reduction program commencement date	Feb. 01, 2023
Cost reduction program completion date	Apr. 30, 2023
Cost reduction program, cash expenditures			$ 0.6
Cost reduction program, other costs			$ 0.8

Balance Sheet Components (Tables)

12 Months Ended

Dec. 31, 2022

Balance Sheet Components [Abstract]

Schedule of Prepaid Expenses and Other Current Assets

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


	December 31,
	2022		2021
Prepaid expenses	$	223	$	333
Prepaid insurance		977		1,144
Prepaid research and development expenses		1,088		1,899
Australia research and development refundable tax credit		1,003		1,128
Other current assets		276		367
Total prepaid expenses and other current assets	$	3,567	$	4,871

Schedule of Property and Equipment, Net

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


	December 31,
	2022			2021
Computer equipment	$	18		$	53
Lab equipment		415			528
Finance lease right of use assets		124			557
Leasehold improvement		21			58
Office furniture		—			26
Less: accumulated amortization and depreciation		(185	)		(959	)
Property and equipment, net	$	393		$	263

Schedule of Accrued Expenses and Other Current Liabilities

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


	December 31,
	2022		2021
Personnel expenses	$	1,130	$	820
Professional fees		234		462
Research and development expenses		497		7,108
Current portion of operating lease liabilities		377		741
Current portion of finance lease liability		76		—
Other		185		180
Total accrued expenses and other current liabilities	$	2,499	$	9,311

Summary of Accrued Severance and Related Expens

The Company recognized the severance and related expenses over the requisite employment obligation period.


	For the year ended December 31,
	2022
Beginning accrued severance	$	—
Incurred during the period		3,942
Severance paid during the period		(3,942	)
Ending accrued severance	$	—

Equity Incentive Plans (Tables)

12 Months Ended

Dec. 31, 2022

Summary of Employee and Non-Employee Stock-Based Compensation Expense


	2022		2021
General and administrative expense	$	10,225	$	14,792
Research and development expense		6,393		15,061
Total stock-based compensation	$	16,618	$	29,853

Service Based Stock Options

Summary of Weighted Average Assumptions to Calculate the Fair Value of Stock-Based Compensation

Activity for service-based stock options under the Quince 2019 Plan is as follows:


	Number of Options and Unvested Shares			Weighted Average Exercise Price		Weighted average remaining contractual life (years)		Aggregate intrinsic value
								(In thousands)
Balance at December 31, 2020		4,790,327		$	25.47		8.69	$	49,723
Options granted		1,436,116			35.20	—		—
Options exercised		(531,190	)		12.82	—		—
Options cancelled / forfeited		(123,960	)		47.09	—		—
Balance at December 31, 2021		5,571,293		$	28.70		8.26	$	15,687
Options granted		2,051,058			8.13	—		—
Options exercised		(102,152	)		1.45	—		—
Options cancelled / forfeited		(4,200,488	)		29.30	—		—
Balance at December 31, 2022		3,319,711		$	16.07		4.77	$	65
Options vested and expected to vest to December 31, 2022		3,319,711			16.07		4.77		65
Options exercisable at December 31, 2022		2,209,330		$	20.13		2.52	$	65

The following weighted average assumptions were used to calculate the fair value of stock-based compensation for the years ended December 31, 2022 and 2021:


	2022			2021
Expected volatility		89.98	%		87.56	%
Expected dividend yield		—	%		—	%
Expected term (in years)		6.23			6.23
Risk-free interest rate		2.67	%		1.15	%

Service Based Stock Options | Novosteo

Service Based Stock Options | 2022 Inducement Plan

Activity for service-based stock options under the 2019 Novosteo Plan is as follows:


	Number of Options and Unvested Shares			Weighted Average Exercise Price		Weighted average remaining contractual life (years)		Aggregate intrinsic value
								(In thousands)
Balance at December 31, 2021		—			—		—		—
Options assumed		507,648		$	0.55		—		—
Options exercised		—			—		—		—
Options cancelled / forfeited		(4,543	)		0.55		—		—
Balance at December 31, 2022		503,105		$	0.55		9.23	$	44
Options vested and expected to vest as of December 31, 2022		503,105			0.55		9.23		44
Options exercisable as of December 31, 2022		—			—		—		—

Performance Stock Options

Activity for service-based stock options under the 2022 Inducement Plan is as follows:


	Number of Options and Unvested Shares			Weighted Average Exercise Price		Weighted average remaining contractual life (years)		Aggregate intrinsic value
								(In thousands)
Balance at December 31, 2021		—			—		—		—
Options granted		3,744,255		$	2.98		—		—
Options exercised		—			—		—		—
Options cancelled / forfeited		(2,000	)		2.98		—		—
Balance at December 31, 2022		3,742,255		$	2.98		9.39	$	—
Options vested and expected to vest as of December 31, 2022		3,742,255			2.98		9.39		—
Options exercisable as of December 31, 2022		—			—		—		—

Market Based Performance Stock Options

The following table summarizes activity under the Company’s PSOs from the 2019 Plan and related information:


	Shares Subject to Outstanding PSOs			Weighted Average Exercise Price		Weighted average remaining contractual life (years)
Balance at December 31, 2021		675,000		$	29.60		8.94
Surrendered		(675,000	)	$	29.60
Vested	—			—		—
Balance at December 31, 2022	—			—		—

Summary of Weighted Average Assumptions to Calculate the Fair Value of Stock-Based Compensation


Expected share price volatility	95.0	%
Contractual term, in years	10
Risk-free interest rate	0.90	%

Restricted Stock Awards (RSAs)

Restricted Stock Units (RSUs)

Restricted Stock Awards (“RSAs”)


	Restricted Stock Awards Outstanding
	Number of Shares			Weighted Average Grant Date Fair Value
Unvested - December 31, 2021	—			—
RSAs assumed		519,216		$	3.30
RSAs vested		(91,815	)	$	—
RSAs cancelled		-		$	—
Unvested - December 31, 2022		427,401		$	3.30

The following table summarizes activity under the Company’s RSUs from the Quince 2019 Plan and related information:


	Restricted Stock Units Outstanding
	Number of Shares			Weighted Average Grant Date Fair Value
Unvested - December 31, 2021	—			—
RSUs granted		1,013,500		$	4.30
RSUs vested		(388,147	)	$	4.30
RSUs cancelled		(594,477	)	$	4.30
Unvested - December 31, 2022		30,876		$	4.30

Income Taxes

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes

Note 11. Income taxes

The components of the Company's loss before income taxes were as follows (in thousands):


	Year ended December 31,
	2022			2021
United States	$	(48,191	)	$	(87,907	)
International		(3,753	)		(2,038	)
Total	$	(51,944	)	$	(89,945	)

The Company recorded a benefit for income taxes of $0.3 million for the year ended December 31, 2022 and did not record a provision or benefit for income taxes for the year ended December 31, 2021.

The provision for income taxes differs from the amount expected by applying the federal statutory rate to the loss before taxes as follows:


	Year ended December 31,
	2022				2021
Federal statutory income tax rate		21.00		%		21.00		%
State income taxes		0.89				0.96
Income tax credits		1.49				2.17
Stock based compensation		(0.82	)			1.68
Non-deductible expenses and others		(3.38	)			0.26
Change in valuation allowance		(18.63	)			(26.07	)
		0.55		%		—		%

As of December 31, 2022 and 2021, the components of the Company’s deferred tax assets are as follows (in thousands):


	Year ended December 31,
	2022			2021
Deferred tax asset:
Federal and State net operating loss carryforwards	$	49,481		$	44,933
Stock based compensation		9,667			6,853
Other accruals		515			396
Capitalized research and development expense		3,094			—
Tax credits		7,970			6,737
Gross deferred tax asset		70,727			58,919
Valuation allowance		(69,692	)		(58,611	)
Total deferred tax assets (liabilities)		1,035			308
Deferred tax liabilities:
Property and equipment		(11	)		(5	)
Capitalized leases		(32	)		(303	)
IP R&D		(1,239	)		—
Gross deferred tax liabilities		(1,282	)		(308	)
Net deferred tax liabilities	$	(247	)	$	—

Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and (b) operating losses and tax credit carryforwards.

The Company’s accounting for deferred taxes involves the evaluation of a number of factors concerning the realizability of its net deferred tax assets. The Company primarily considered such factors as its history of operating losses, the nature of the Company’s deferred tax assets, and the timing, likelihood and amount, if any, of future taxable income during the periods in which those temporary differences and carryforwards become deductible. At present, the Company does not believe that it is more likely than not that the deferred tax assets will be realized; accordingly, a full valuation allowance has been established and a deferred tax liability has been recorded as shown in the accompanying balance sheets. The valuation allowance increased by approximately $11.1 million and $23.6 million, respectively for the years ended December 31, 2022 and 2021.

At December 31, 2022, the Company has federal net operating loss carryforwards of approximately $225.4 million of which $209.5 million will not expire and $15.8 million begin expiring in 2034. The Company also has state net operating loss carryforwards of approximately $16.3 million which begin to expire in 2034. Additionally, the Company has federal tax credits of approximately $9.3 million which begin to expire in 2036 and state tax credits of approximately $3.0 million which do not expire.

At December 31, 2022, the Company has foreign net operating loss carryforwards of approximately $2.4 million, which have no expiration date.

Use of the net operating loss and credit carryforwards may be subject to a substantial annual limitation due to the ownership change provisions of U.S. tax law and similar state provisions. The annual limitation may result in the expiration of net operating losses and credits before use.

Pursuant to the Internal Revenue Code, as amended (the “Code”) Sections 382 and 383, annual use of a company’s NOL and research and development credit carryforwards may be limited if there is a cumulative change in ownership of greater than 50% within a three-year period. The amount of the annual limitation is determined based on the value of the Company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. If limited, the related tax asset would be removed from the deferred tax asset schedule with a corresponding reduction in the valuation allowance. The Company has completed such an analysis pursuant to Sections 382 and 383 through December 31, 2021 and determined there was a change in control with an immaterial impact on the NOL available to offset future taxable income. The Company has reviewed the shareholder activity for the year ended December 31, 2022 and believe that no additional limitations have occurred.

Uncertain Tax Positions

The Company follows the provisions of the FASB ASC 740-10, Accounting for Uncertainty in Income Taxes. ASC 740-10 prescribes a comprehensive model for the recognition, measurement, presentation and disclosure in the consolidated financial statements of uncertain tax positions that have been taken or expected to be taken on a tax return. No liability related to uncertain tax positions is recorded in the consolidated financial statements due to the fact the liabilities have been netted against deferred attribute carryovers. It is the Company’s policy to include penalties and interest related to income tax matters in income tax expense

The Company is subject to taxation in the United States and Australia. Because of the net operating loss and research credit carryforwards, all of the Company’s tax years, from 2013 to 2022, remain open to U.S. federal, California, other state tax examinations. The Company's Australian subsidiaries remain open to examination from their inception to 2022. There were no interest or penalties accrued at December 31, 2022 and 2021. The Company does not expect that our uncertain tax positions will materially change in the next twelve months. The additional uncertain tax benefits would not impact our effective tax rate to the extent that we continue to maintain a full valuation allowance against our deferred tax assets.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):


	Year ended December 31,
	2022		2021
Beginning balance	$	3,249	$	1,976
Additions for tax positions taken in a prior year		—		—
Additions for tax positions taken in a current year		439		1,273
Ending balance	$	3,688	$	3,249

On March 27, 2020, President Trump signed the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") into law. The Company reviewed the aspects of this law as it relates to income taxes and concluded that the CARES Act did not have a material impact to the Company’s 2022 or 2021 provision for income taxes.

On August 16, 2022 the President signed into law the Inflation Reduction Act of 2022. The primary tax provisions in the new law include an alternative minimum tax (AMT) on certain large corporations, a tax on stock buybacks and certain energy-related tax credits each of which become effective after December 31, 2022. The provisions of the Inflation Reduction Act did not have a material effect on the Company’s 2022 tax provision and related disclosures. The Company will continue to evaluate changes and revisions of the Inflation Reduction Act of 2022 and its impact on the Company’s financial position, results of operations and cash flows.

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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Supplemental Balance Sheet Information Related To Leases

Leases (Tables)

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Supplemental balance sheet information related to leases as follows (in thousands except lease terms and discount rates):


	December 31, 2022			December 31, 2021
Operating lease right of use asset, net	$	291		$	1,165
Short-term operating lease liability		377			741
Long-term operating lease liability		—			420
	$	377		$	1,161

Finance lease right of use asset		124			557
Finance lease accumulated amortization		(50	)		(557	)
Total finance lease right of use asset, net	$	74		$	—

Weighted average remaining lease term
Operating leases	0.9 years			1.6 years
Finance leases	1.0 year			— years

Weighted average discount rate
Operating leases		5.71	%		1.87	%
Finance leases		4.45	%		—	%

Year ended December 31,	Operating Lease
2023		388
2024		—
Total lease payments		388
Less: imputed interest		(11	)
Total remaining lease liability		377

Summary of Lease Costs

Lease costs for the years ended December 31, 2022 and 2021 were approximately:


	Years ended December 31,
	2022		2021
Lease costs:
Finance lease amortization of right of use assets	$	50	$	220
Operating lease costs		572		729
Short-term lease costs		75		66
Total lease costs	$	697	$	1,015

Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	Total	Common Stock	Additional Paid in Capital	Accumulated Other Comprehensive Income / (Loss)	Accumulated Deficit
Beginning balance at Dec. 31, 2020	$ 172,262	$ 29	$ 318,574	$ 313	$ (146,654)
Beginning balance, shares at Dec. 31, 2020		29,543,222
Exercise of stock options	6,808	$ 1	6,807
Exercise of stock options, shares		531,190
Stock based compensation	29,853		29,853
Foreign currency translation adjustments	20			20
Unrealized gain (loss) on available for sale investments	(412)			(412)
Net loss	(89,945)				(89,945)
Ending balance at Dec. 31, 2021	118,586	$ 30	355,234	(79)	(236,599)
Ending balance, shares at Dec. 31, 2021		30,074,412
Issuance of common stock , net of issuance costs	608		608
Issuance of common stock , net of issuance costs, shares		51,769
Issuance of common stock on exercise of stock options and vesting of restricted stock units	148		148
Issuance of common stock on exercise of stock options and vesting of restricted stock units, shares		490,299
Stock based compensation	16,618		16,618
Value of share Issued in connection with acquisition of Novosteo	16,503	$ 6	16,497
Share issuance in connection with acquisition of Novosteo Inc.		5,520,000
Foreign currency translation adjustments	248			248
Unrealized gain (loss) on available for sale investments	(458)			(458)
Net loss	(51,660)				(51,660)
Ending balance at Dec. 31, 2022	$ 100,593	$ 36	$ 389,105	$ (289)	$ (288,259)
Ending balance, shares at Dec. 31, 2022		36,136,480

Business Combination - Schedule of Revenue and Net Loss of the Combined Entity (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Business Acquisition, Pro Forma Information [Abstract]
Revenue	$ 262	$ 225
Net loss	$ (52,592)	$ (96,075)

Income Taxes - Schedule of Provision for Income Taxes Differs From the Amount Expected by Applying the Federal Statutory Rate to Loss Before Taxes (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Federal statutory income tax rate	21.00%	21.00%
State income taxes	0.89%	0.96%
Income tax credits	1.49%	2.17%
Stock based compensation	(0.82%)	1.68%
Non-deductible expenses and others	(3.38%)	0.26%
Change in valuation allowance	(18.63%)	(26.07%)
Effective income tax rate	0.55%	0.00%

Leases - Additional Information (Details) - USD ($)	1 Months Ended						6 Months Ended	12 Months Ended
Leases - Additional Information (Details) - USD ($)	Oct. 31, 2022	Mar. 31, 2022	Jul. 31, 2021	May 31, 2020	May 31, 2019	Jun. 30, 2018	Jun. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	May 31, 2021	May 13, 2019
Lessee Lease Description [Line Items]
Renewal options					false
Operating lease payments			$ 1,300,000		$ 0	$ 0
Repurchase option percentage						100.00%
Operating leases period						3 years
Operating lease payments paid for additional space					$ 63,000
Operating lease termination month and year				2021-07	2021-07
Operating lease liability				$ 172,000	$ 0			$ 377,000	$ 1,161,000
Operating lease asset			$ 44,000,000	$ 172,000				291,000	1,165,000	$ 1,200,000
Future rent expense								$ 318,000,000
Finance lease amortized period on equipment service								18 months
Finance lease amortization of right of use assets								$ 50,000	220,000
Operating lease renewal		1 year
Right-of-use assets obtained in exchange for new operating lease liabilities		$ 640,000,000
Impairment charges									$ 0
Minimum
Lessee Lease Description [Line Items]
Finance lease amortized period on equipment service									20 months
Maximum
Lessee Lease Description [Line Items]
Operating lease remaining term on a straight-line basis								12 months
Finance lease amortized period on equipment service									34 months
San Diego, California
Lessee Lease Description [Line Items]
Lease agreement period				3 years
Operating lease payments				$ 337,000
Impairment charges								$ 136,000	$ 0
San Diego, California \| Prepaid Expenses and Other Current Assets
Lessee Lease Description [Line Items]
Security deposit paid								29,000
South San Francisco
Lessee Lease Description [Line Items]
Operating lease payments							$ 271,000,000
Operating lease liability							256,000
Security deposit paid							$ 17,000,000
West Lafayette
Lessee Lease Description [Line Items]
Lease agreement period	15 months
Operating lease payments	$ 151,000,000
Operating lease liability	$ 145,000
Right-of-use assets obtained in exchange for new operating lease liabilities								$ 10,000
Series B Redeemable Convertible Preferred Stock
Lessee Lease Description [Line Items]
Lease agreement period						3 years
Renewal options						false
Shares issued						114,437
Convertible preferred stock, fair value						$ 1,100,000
Series B Redeemable Convertible Preferred Stock \| IPO
Lessee Lease Description [Line Items]
Conversion of redeemable convertible preferred stock to common stock ratio											100.00%

Cash, Cash Equivalents and Investments - Summary of Fair Values of Cash, Cash Equivalents, and Short-Term Investments Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total cash and cash equivalents	$ 44,579	$ 69,724
Short term investments	45,602	37,078
Long term investments	3,578	19,933
Government and Agency Notes
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total cash and cash equivalents	20,605	0
Fair Value on Recurring \| Cash
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total cash and cash equivalents	3,986	40,270
Fair Value on Recurring \| Money Market Funds
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total cash and cash equivalents	10,988	15,954
Fair Value on Recurring \| Repurchase Agreements
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total cash and cash equivalents	9,000	13,500
Fair Value on Recurring \| Certificates of Deposit
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Short term investments	5,390	6,928
Long term investments	712	4,575
Fair Value on Recurring \| Municipal Notes
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Short term investments	506	1,283
Long term investments	0	650
Fair Value on Recurring \| Corporate Notes
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Short term investments	12,411	25,675
Long term investments	0	12,722
Fair Value on Recurring \| Government and Agency Notes
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Short term investments	27,295	3,192
Long term investments	$ 2,866	$ 1,986

Net Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Schedule of Computation of Basic and Diluted Net Loss Per Share

The following table sets forth the computation of basic and diluted net loss per share (in thousands except for share and per share amounts):


	December 31,
	2022			2021
Numerator:
Net loss	$	(51,660	)	$	(89,945	)
Denominator:
Weighted average common shares outstanding		33,496,534			29,718,506
Net loss per share, basic and diluted	$	(1.54	)	$	(3.03	)

Schedule of Outstanding Potentially Dilutive Ordinary Shares Excluded from Calculation of Diluted Net Loss Per Share


	December 31,
	2022		2021
Stock options issued and outstanding		7,565,071		5,571,293
Restricted stock units		30,876	—
Restricted stock awards		427,401	—
Performance stock options	—			675,000
		8,023,348		6,246,293

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Schedule of Useful Lives of Property and Equipment

The useful lives of property and equipment are as follows:


Computer equipment	3 years
Lab equipment	5 years
Finance lease right of use assets	Shorter of estimated useful life or lease term
Leasehold improvement	Shorter of estimated useful life or lease term
Office furniture	3 years

Balance Sheet Components - Summary of Severance and Related Expenses (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Balance Sheet Components [Abstract]
Beginning accrued severance	$ 0
Incurred during the period	3,942
Severance paid during the period	(3,942)
Ending accrued severance	$ 0

Intangible Assets - Schedule of Carrying Amount of Indefinite Lived Intangible Asset (Details) - USD ($) $ in Thousands	Dec. 31, 2022	May 19, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
In-process research and development	$ 5,900	$ 5,900

Equity Incentive Plans - Summary of Weighted Average Assumptions to Calculate the Fair Value of Stock-Based Compensation (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected dividend yield	0.00%
Service Based Stock Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected volatility	89.98%	87.56%
Expected dividend yield	0.00%	0.00%
Expected term (in years)	6 years 2 months 23 days	6 years 2 months 23 days
Risk-free interest rate	2.67%	1.15%
Market Based Performance Stock Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected volatility		95.00%
Expected term (in years)		10 years
Risk-free interest rate		0.90%

Equity Incentive Plans - Summary of Activity for Service-based Stock Options (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Aggregate Intrinsic Value	$ 1,393,000	$ 22,512,000
2022 Inducement Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of Options and Unvested Shares, exercised	0
Aggregate Intrinsic Value	$ 0
Novosteo
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Aggregate Intrinsic Value	$ 0	$ 0
Service Based Stock Options \| 2019 Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of Options and Unvested Shares, beginning balance	5,571,293	4,790,327
Number of Options and Unvested Shares, granted	2,051,058	1,436,116
Number of Options and Unvested Shares, exercised	(102,152)	(531,190)
Number of Options and Unvested Shares, Options cancelled / forfeited	(4,200,488)	(123,960)
Number of Options and Unvested Shares, ending balance	3,319,711	5,571,293	4,790,327
Number of Options and Unvested Shares, vested and expected to vest	3,319,711
Number of Options and Unvested Shares, exercisable	2,209,330
Weighted Average Exercise Price, beginning balance	$ 28.70	$ 25.47
Weighted Average Exercise Price, granted	8.13	35.20
Weighted Average Exercise Price, exercised	1.45	12.82
Weighted Average Exercise Price, cancelled/forfeited	29.30	47.09
Weighted Average Exercise Price, ending balance	16.07	$ 28.70	$ 25.47
Weighted Average Exercise Price, vested and expected to vest	16.07
Weighted Average Exercise Price, exercisable	$ 20.13
Weighted Average Remaining Contractual Life	4 years 9 months 7 days	8 years 3 months 3 days	8 years 8 months 8 days
Weighted Average Remaining Contractual Life, vested and expected to vest	4 years 9 months 7 days
Weighted Average Remaining Contractual Life, exercisable	2 years 6 months 7 days
Aggregate Intrinsic Value	$ 65,000	$ 15,687,000	$ 49,723,000
Aggregate Intrinsic Value, vested and expected to vest	65,000
Aggregate Intrinsic Value, exercisable	$ 65,000
Service Based Stock Options \| 2022 Inducement Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of Options and Unvested Shares, granted	3,744,255
Number of Options and Unvested Shares, Options cancelled / forfeited	(2,000)
Number of Options and Unvested Shares, ending balance	3,742,255
Number of Options and Unvested Shares, vested and expected to vest	3,742,255
Weighted Average Exercise Price, granted		$ 2.98
Weighted Average Exercise Price, cancelled/forfeited	$ 2.98
Weighted Average Exercise Price, ending balance	2.98
Weighted Average Exercise Price, vested and expected to vest	$ 2.98
Weighted Average Remaining Contractual Life	9 years 4 months 20 days
Weighted Average Remaining Contractual Life, vested and expected to vest	9 years 4 months 20 days
Service Based Stock Options \| Novosteo
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of Options and Unvested Shares, assumed	507,648
Number of Options and Unvested Shares, Options cancelled / forfeited	(4,543)
Number of Options and Unvested Shares, ending balance	503,105
Number of Options and Unvested Shares, vested and expected to vest	503,105
Weighted Average Exercise Price, assumed	$ 0.55
Weighted Average Exercise Price, cancelled/forfeited	0.55
Weighted Average Exercise Price, ending balance	0.55
Weighted Average Exercise Price, vested and expected to vest	$ 0.55
Weighted Average Remaining Contractual Life	9 years 2 months 23 days
Weighted Average Remaining Contractual Life, vested and expected to vest	9 years 2 months 23 days
Aggregate Intrinsic Value	$ 44,000
Aggregate Intrinsic Value, vested and expected to vest	$ 44,000

Intangible Assets - Schedule of Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands	7 Months Ended	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill, Beginning Balance	$ 825	$ 0
Impairment charge	(825)	(825)	$ 0
Goodwill, Ending Balance	$ 0	$ 0	$ 0