0000950170-23-070075 | 10-Q | XBRL Viewer

Net Loss Per Share (Tables)

9 Months Ended

Sep. 30, 2023

Summary of Computation of Diluted Net Loss per Share Attributable to Common Stockholders

A reconciliation of net loss attributable to common stockholders and the number of shares in the calculation of basic and diluted loss per share was as follows:


	Three months ended September 30,						Nine months ended September 30,
	2023			2022			2023			2022
	(in thousands, except share and per share amounts)
Numerator:
Net loss attributable to common stockholders	$	(35,471	)	$	(12,285	)	$	(66,070	)	$	(27,202	)
Denominator:
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted		748,862			432,835			673,175			343,635
Net loss per share attributable to common stockholders, basic and diluted	$	(47.37	)	$	(28.38	)	$	(98.15	)	$	(79.16	)

Summary of Potentially Dilutive Shares

The following potentially dilutive shares were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented, because including them would have been anti-dilutive (on an as-converted basis):


	September 30, 2023		September 30, 2022
Redeemable convertible preferred stock, as converted		12,495,411		—
Convertible preferred stock, as converted		—		810,700
2022 Convertible Notes, as converted		—		1,606,124
Outstanding stock options		3,048,512		75,281
Restricted stock awards subject to repurchase		300,914		571,184
Total		15,844,837		3,063,289

Balance Sheet Components

9 Months Ended

Sep. 30, 2023

Balance Sheet Components [Abstract]

Balance Sheet Components

Prepaid expenses and other current assets

Prepaid expenses and other current assets consisted of the following:


	September 30, 2023		December 31, 2022
	(in thousands)
Prepaid research and development	$	2,403	$	1,428
Other receivables		475		476
Prepaid other		194		151
Total prepaid expenses and other current assets	$	3,072	$	2,055

Property and equipment, net

Property and equipment, net consisted of the following:


	September 30, 2023			December 31, 2022
	(in thousands)
Furniture and equipment	$	10,417		$	2,793
Leasehold improvements		112			105
Construction in progress		2			891
Property and equipment at cost		10,531			3,789
Less: accumulated depreciation		(1,381	)		(421	)
Property and equipment, net	$	9,150		$	3,368

Depreciation expense for the three months ended September 30, 2023 and 2022 was $0.5 million and $0.1 million, respectively, and for the nine months ended September 30, 2023 and 2022 was $1.0 million and $0.2 million, respectively.

Other non-current assets

Other non-current assets consisted of the following:


	September 30, 2023		December 31, 2022
	(in thousands)
Prepaid clinical	$	3,217	$	—
Deferred offering costs related to the initial public offering		2,689		—
Other non-current assets		1,115		783
Total other non-current assets	$	7,021	$	783

Accrued expenses and other current liabilities

Accrued expenses and other current liabilities consisted of the following:


	September 30, 2023		December 31, 2022
	(in thousands)
Accrued compensation and related expenses	$	2,609	$	2,385
Accrued purchases of property and equipment		1,429		623
Accrued deferred offering costs related to the initial public offering		1,599		—
Other		1,140		383
Total accrued expenses and other current liabilities	$	6,777	$	3,391

Net Loss Per Share - Summary of Computation of Diluted Net Loss per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022
Numerator:
Net loss attributable to common stockholders	$ (35,471)	$ (17,884)	$ (12,715)	$ (12,285)	$ (10,162)	$ (4,755)	$ (66,070)	$ (27,202)
Denominator:
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic	748,862			432,835			673,175	343,635
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted	748,862			432,835			673,175	343,635
Net loss per share attributable to common stockholders, basic	$ (47.37)			$ (28.38)			$ (98.15)	$ (79.16)
Net loss per share attributable to common stockholders, diluted	$ (47.37)			$ (28.38)			$ (98.15)	$ (79.16)

- Definition

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

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- Definition

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

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- Definition

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

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-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (c)
-Publisher FASB
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Reference 34: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 7
-Publisher FASB
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Reference 35: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 36: http://www.xbrl.org/2003/role/disclosureRef
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-Section 45
-Paragraph 1A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1A

Reference 37: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
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-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1B

Reference 38: http://fasb.org/us-gaap/role/ref/legacyRef
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-Paragraph 2
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Reference 39: http://fasb.org/us-gaap/role/ref/legacyRef
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-Paragraph 1
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-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

+ Details

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2023	Dec. 11, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Entity Registrant Name	CARGO Therapeutics, Inc.
Document Period End Date	Sep. 30, 2023
Entity Central Index Key	0001966494
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Entity File Number	001-41859
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	84-4080422
Entity Address, Address Line One	1900 Alameda Las Pulgas
Entity Address, Address Line Two	Suite 350
Entity Address, City or Town	San Mateo
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94403
City Area Code	650
Local Phone Number	379-6143
Title of 12(b) Security	Common stock, par value $0.001 per share
Trading Symbol	CRGX
Security Exchange Name	NASDAQ
Entity Current Reporting Status	No
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		41,205,142

Leases - Additional Information (Details) $ in Millions	9 Months Ended
Leases - Additional Information (Details) $ in Millions	Sep. 30, 2023 ft² SubleaseAgreement	Feb. 28, 2023 USD ($) ft²	Nov. 30, 2021 ft²
Leases [Abstract]
Leases, term of contract		2 years	3 years
Lease space	31,117	15,717	15,400
Lessee, Operating Lease, Existence of Option to Extend [true false]	true
Lease renewal term			1 year
Deposits upon commencement of new lease \| $		$ 0.3
Number of sublease agreements \| SubleaseAgreement	2
Sublease initial term	6 months
Area subleased	2,300

Related Parties - Additional Information (Details) - USD ($) $ in Millions	1 Months Ended	3 Months Ended
	Feb. 28, 2023	Mar. 31, 2023	Sep. 30, 2023	Dec. 31, 2022
Series A-2 Redeemable Convertible Preferred Stock
Related Party Transaction [Line Items]
Issuance of redeemable convertible preferred stock upon conversion of convertible notes, shares	3,229,851	3,229,851
Investor \| Series A-2 Redeemable Convertible Preferred Stock
Related Party Transaction [Line Items]
Issuance of redeemable convertible preferred stock upon conversion of convertible notes, shares	1,833,623
Investor \| 2022 Convertible Notes
Related Party Transaction [Line Items]
Aggregate principal amount			$ 16.0
Related party transaction principal and accrued interest outstanding	$ 18.7			$ 16.4

Balance Sheet Components - Summary of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Accrued Expenses and Other Current Liabilities [Abstract]
Accrued compensation and related expenses	$ 2,609	$ 2,385
Accrued purchases of property and equipment	1,429	623
Accrued deferred offering costs related to the initial public offering	1,599
Other	1,140	383
Total accrued expenses and other current liabilities	$ 6,777	$ 3,391

Convertible Notes

9 Months Ended

Sep. 30, 2023

Convertible Notes [Abstract]

Convertible Notes

In April 2022, the Company executed a convertible note purchase agreement with its existing investors for total proceeds of up to $25.0 million (the “April 2022 Convertible Notes”). The investors committed to purchase the notes in three tranches upon achievement of certain milestones, which occurred in April, August and October 2022 for aggregate gross proceeds of $20.0 million, of which $10.6 million was from a related party (see Note 11). The Company incurred $0.1 million in issuance costs for the April 2022 Convertible Notes. All three tranches had a maturity date of April 26, 2023. The Company had the option to request a fourth tranche of up to $5.0 million at the discretion of the investors under certain specific criteria. In February 2023, the April 2022 Convertible Notes were settled in connection with the Series A redeemable convertible preferred stock financing (see Note 7) and the option to request the fourth tranche expired.

In October 2022, the Company executed a convertible note purchase agreement with the same terms and with the same investors in the April 2022 Convertible Notes for total proceeds of up to $12.0 million (the “October 2022 Convertible Notes”), of which $5.4 million was from a related party. The investors committed to purchase the notes in three tranches upon achievement of certain milestones, of which the first two tranches were issued in October and December 2022 for aggregate gross proceeds of $8.5 million. The Company incurred $16,000 in issuance costs for the funded October 2022 Convertible Notes. In January 2023, the third tranche was issued upon achieving the third milestone for gross proceeds of $3.5 million, including $2.2 million issued to a related party. All three tranches had a maturity date of October 28, 2023. In February 2023, the October 2022 Convertible Notes were settled in connection with the Series A redeemable convertible preferred stock financing (see Note 7).

The 2022 Convertible Notes bear simple interest at 6.0% per annum. The principal and accrued interest can only be repaid prior to maturity upon consent of a majority of the investors or immediately upon demand.

The 2022 Convertible Notes are subject to automatic conversion upon the next financing whereby the Company issues its preferred equity securities and raises aggregate gross proceeds of at least $50.0 million (a “Qualified Financing”). On automatic conversion, the outstanding principal and accrued interest automatically convert into the convertible preferred stock issued in the Qualified Financing at 75% of the lowest cash price per share. The 2022 Convertible Notes are also subject to settlement by way of voluntary conversion that is not a Qualified Financing (a “Non-Qualified Financing”) where a majority of the active investors (investors who have fulfilled their funding commitments) may elect to convert the outstanding principal and interest into convertible preferred stock issued at 75% of the lowest cash price per share. In the event of a “Strategic Transaction” such as upon a change in control whereby another entity acquires the Company or the Company disposes of substantially all its assets upon sale, lease, liquidation, dissolution or winding up, whether voluntary or involuntary or an IPO, then each active investor may choose to convert the note into the Company’s common stock at a conversion price of $20.36 per share or redeem the note in cash for 200% of the outstanding balance and 100% of accrued and unpaid interest. For investors who have not fulfilled their funding commitments related to the second and third tranches, where the respective milestone conditions have been met, upon a Qualified Financing, a Non-Qualified Financing or a Strategic Transaction, the outstanding principal and interest of the note will automatically convert into shares of common stock at 10% of the then current common stock price.

The Company determined that the financial commitments to issue future tranches were freestanding instruments that do not meet the definition of a derivative and should be classified as liabilities. Upon issuance of the first tranche of the April 2022 Convertible Notes and October 2022 Convertible Notes, the Company recognized $0.7 million and $1.2 million, respectively, for the relative fair value of the financial commitment liabilities, of which $0.4 million and $0.7 million, respectively, were associated with a related party (see Note 3). Upon settlement of the financial commitments, for the year ended December 31, 2022 and the nine months ended September 30, 2023, $1.2 million and $0.7 million in financial commitment liabilities, respectively, were reclassified to the carrying amount of the respective convertible notes.

Due to the conversion and redemption features embedded within the 2022 Convertible Notes, the Company bifurcated compound derivative liabilities related to all tranches issued through to September 30, 2023 (see Note 3). The aggregate fair value at issuance of the derivative liabilities was $13.6 million and is subsequently remeasured each reporting period. The allocation of proceeds of the 2022 Convertible Notes to the financial commitment liabilities and embedded derivatives created a discount on the respective convertible note that is amortized using the effective interest rate method over the term of the respective note. For the three months ended September 30, 2022 and for the nine months ended September 30, 2023 and 2022, the Company recognized $1.5 million, $1.6 million, and $2.2 million, respectively, of interest expense, including accrued interest, amortization of the debt discount and amortization of debt issuance costs, in the condensed statements of operations and comprehensive loss. There was no interest expense in the three months ended September 30, 2023.

In February 2023, concurrent with the Series A redeemable convertible preferred stock financing (see Note 7), the terms of the 2022 Convertible Notes were amended to specify that the notes would convert into Series A-2 redeemable convertible preferred stock. The other contractual terms including the settlement method and the conversion price of $10.18 per share remained unchanged. Pursuant to the share settled redemption features as per the original contractual terms of the 2022 Convertible Notes, the Company issued 3,229,851 shares thereby settling $32.9

million in outstanding principal and accrued interest. Upon settlement, the carrying values of the 2022 Convertible Notes of $24.9 million and the derivative liabilities of $8.4 million were derecognized and the Series A-2 redeemable convertible preferred stock was recorded at its fair value of $35.6 million. The Company recognized a loss on extinguishment of $2.3 million in the condensed statement of operations and comprehensive loss for the nine months ended September 30, 2023.

Common Stock

9 Months Ended

Sep. 30, 2023

Equity [Abstract]

Common Stock

Common stock

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 declared by the Board of Directors, subject to prior rights of the redeemable convertible preferred stockholders. In February 2023, the Company amended and restated its certificate of incorporation to increase the authorized shares of common stock to 320,000,000.

Common stock issued and outstanding on the balance sheets and statements of stockholders’ deficit includes shares related to restricted stock that are subject to repurchase and therefore are excluded from the reserved common stock in the table below.

The Company’s reserved common stock, on an as-converted basis for issuance was as follows:


	September 30, 2023		December 31, 2022
Redeemable convertible preferred stock		12,495,411		—
Convertible preferred stock		—		810,700
Common stock options issued and outstanding under the Plan		3,048,512		167,882
Remaining shares available for issuance under the Plan		373,362		22,928
Total reserved common stock		15,917,285		1,001,510

The 2022 Convertible Notes, which are excluded from the table above as of December 31, 2022, converted into shares of Series A-2 redeemable convertible preferred stock in February 2023 (see Notes 6 and 7).

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481004/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
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-URI https://asc.fasb.org//1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
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-URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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-Paragraph 1
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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-URI https://asc.fasb.org//505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Paragraph 13
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

+ Details

Fair Value Measurement

9 Months Ended

Sep. 30, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurement

The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels:

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

Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

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

Carrying amounts of certain of the Company’s financial instruments including, cash and cash equivalents, prepaid expenses and other current assets, accounts payable and accrued expenses and other current liabilities approximate fair value due to the short-term nature of these instruments.

On a recurring basis, the Company measures certain financial liabilities at fair value. There were no transfers between levels during the nine months ended September 30, 2023 and year ended December 31, 2022. The following tables summarize the Company’s financial assets and financial liabilities measured at fair value on a recurring basis by level within the fair value hierarchy:


	September 30, 2023
	Level 1		Level 2		Level 3		Total
	(in thousands)
Assets:
Money market funds	$	56,790	$	—	$	—	$	56,790
Total financial assets	$	56,790	$	—	$	—	$	56,790
Liabilities:
Redeemable convertible preferred stock tranche liability	$	—	$	—	$	17,570	$	17,570
Total financial liabilities	$	—	$	—	$	17,570	$	17,570


	December 31, 2022
	Level 1		Level 2		Level 3		Total
	(in thousands)
Liabilities:
Derivative liabilities	$	—	$	—	$	12,705	$	12,705
Total financial liabilities	$	—	$	—	$	12,705	$	12,705

Derivative liabilities

In April and October 2022, the Company executed convertible note purchase agreements with its existing investors (see Note 6). The 2022 Convertible Notes contained certain embedded features requiring bifurcation as a single compound derivative instrument for each tranche funded. The derivative liabilities were measured at fair value using Level 3 inputs. The fair value of the derivative liabilities was estimated using a “with-and-without” method. The “with-and-without” methodology involves valuing the whole instrument on an as-is basis and then valuing the instrument without the embedded derivative. The difference between the entire instrument with the embedded derivatives and the instrument without the embedded derivatives is the fair value of the derivative liabilities. The estimated probability and timing of underlying events triggering the exercisability of the put option and conversion features contained within the 2022 Convertible Notes, forecasted cash flows and the discount rate were significant unobservable inputs used to determine the estimated fair value of the entire instrument with the embedded derivative. Significant increases (decreases) in any of those inputs in isolation would result in a significantly lower (higher) fair value measurement. The derivative liabilities are remeasured at each reporting period and the changes are recognized as a change in fair value of derivative liabilities on the statement of operations and comprehensive loss. The derivative liabilities were settled in February 2023 upon conversion of the 2022 Convertible Notes into Series A-2 redeemable convertible preferred stock (see Note 6).

The following table summarizes the significant inputs used in the valuation of the derivative liabilities:


	On Issuance Date of January 18, 2023	February 9, 2023
Expected term to achievement underlying triggering event (in years)	0.1 – 0.2	—
Probability of achievement of triggering event	0.0% - 95.0%	100.0%
Discount rate	75.0%	75.0%

The following table summarizes the changes in the derivative liabilities:


	Derivative Liabilities
	(in thousands)
Balance as of December 31, 2022	$	12,705
Additions(1)		2,133
Change in fair value		(6,453	)
Settlement		(8,385	)
Balance as of September 30, 2023	$	—

(1) The additions to derivative liabilities in the nine months ended September 30, 2023 relate to the embedded derivative bifurcated from the final tranche of the 2022 Convertible Notes that was issued in January 2023.

Redeemable convertible preferred stock tranche obligations

The fair value of the Company’s redeemable convertible preferred stock tranche asset and liability (see Note 7) was calculated using an option pricing model using Level 3 inputs not observable in the market. Significant increases (decreases) in any of those inputs in isolation would result in a significantly lower (higher) fair value measurement. As of September 30, 2023, the fair value of the redeemable convertible preferred stock tranche liability was calculated based on two scenarios, stay-private and IPO with early and late exit dates, each of which were probability weighted. The stay private scenario, weighted at a 30% probability, estimated the fair value using an option pricing model. The IPO scenario, weighted at a 70% probability, estimated the value of the Company upon an IPO at $380.0 million with an early IPO exit in 0.1 years and a late IPO exit in 0.4 years.

The redeemable convertible preferred stock tranche obligations are considered a contingent forward and the standard forward pricing model was used for the option pricing model with the following key assumptions:


	Redeemable Convertible Preferred Stock Tranche Asset		Redeemable Convertible Preferred Stock Tranche Liability
	On Issuance Date February 9, 2023	On Settlement Date of July 7, 2023	On Issuance Date February 9, 2023	As of September 30, 2023
Expected term to achievement of milestone (in years)	0.4	—	0.8	0.1
Probability of achievement of milestone	90.0%	100%	63.0%	95.0%
Discount rate	4.9%	—	4.9%	5.6%

The following table summarizes the changes in the fair value of the redeemable convertible preferred stock tranche asset and liability:


	Redeemable Convertible Preferred Stock Tranche Asset			Redeemable Convertible Preferred Stock Tranche Liability
	(in thousands)
Balance as of December 31, 2022	$	—		$	—
Initial recognition		1,788			(9,105	)
Change in fair value		122			(8,465	)
Settlement		(1,910	)		—
Balance as of September 30, 2023	$	—		$	(17,570	)

- Definition

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

+ References + Details

Balance Sheet Components (Tables)

9 Months Ended

Sep. 30, 2023

Balance Sheet Components [Abstract]

Summary of Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following:


	September 30, 2023		December 31, 2022
	(in thousands)
Prepaid research and development	$	2,403	$	1,428
Other receivables		475		476
Prepaid other		194		151
Total prepaid expenses and other current assets	$	3,072	$	2,055

Summary of Property and Equipment, Net

Property and equipment, net consisted of the following:


	September 30, 2023			December 31, 2022
	(in thousands)
Furniture and equipment	$	10,417		$	2,793
Leasehold improvements		112			105
Construction in progress		2			891
Property and equipment at cost		10,531			3,789
Less: accumulated depreciation		(1,381	)		(421	)
Property and equipment, net	$	9,150		$	3,368

Summary of Other Non-Current Assets

Other non-current assets consisted of the following:


	September 30, 2023		December 31, 2022
	(in thousands)
Prepaid clinical	$	3,217	$	—
Deferred offering costs related to the initial public offering		2,689		—
Other non-current assets		1,115		783
Total other non-current assets	$	7,021	$	783

Summary of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:


	September 30, 2023		December 31, 2022
	(in thousands)
Accrued compensation and related expenses	$	2,609	$	2,385
Accrued purchases of property and equipment		1,429		623
Accrued deferred offering costs related to the initial public offering		1,599		—
Other		1,140		383
Total accrued expenses and other current liabilities	$	6,777	$	3,391

Stock-Based Compensation - Summary of Restricted Stock Activity (Details) - Restricted Stock Award	9 Months Ended
	Sep. 30, 2023 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unvested, Number of Awards, Beginning balance \| shares	529,110
Number of Awards, Issued \| shares	1,874
Number of Awards, Repurchased \| shares	(14,652)
Number of Awards, Vested \| shares	(215,418)
Unvested, Number of Awards, Ending balance \| shares	300,914
Unvested, Weighted Average Grant Date Fair Value, Beginning balance \| $ / shares	$ 0.93
Weighted Average Grant Date Fair Value, Issued \| $ / shares	3.94
Repurchased, Weighted Average Grant Date Fair Value \| $ / shares	0.63
Vested, Weighted Average Grant Date Fair Value \| $ / shares	1.9
Unvested, Weighted Average Grant Date Fair Value, Ending balance \| $ / shares	$ 0.26

Balance Sheet Components - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Balance Sheet Components [Abstract]
Depreciation expense	$ 500	$ 100	$ 960	$ 234

Condensed Statements of Redeemable Convertible Preferred Stock and Stockholders' Deficit - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Redeemable Convertible Preferred Stock	Convertible Preferred Stock Preferred Stock	Series A-1 Redeemable Convertible Preferred Stock	Series A-2 Redeemable Convertible Preferred Stock
Beginning balance, shares at Dec. 31, 2021		810,699				405,350
Beginning balance, amount at Dec. 31, 2021	$ (175)	$ 1	$ 5,871	$ (6,048)		$ 1
Issuance of Series Seed convertible preferred stock, shares						405,350
Issuance of Series Seed convertible preferred stock, amount	5,500		5,500
Net loss	(4,755)			(4,755)
Ending balance, shares at Mar. 31, 2022		810,699				810,700
Ending balance, amount at Mar. 31, 2022	570	$ 1	11,371	(10,803)		$ 1
Beginning balance, shares at Dec. 31, 2021		810,699				405,350
Beginning balance, amount at Dec. 31, 2021	(175)	$ 1	5,871	(6,048)		$ 1
Net loss	(27,202)
Ending balance, shares at Sep. 30, 2022		1,080,745				810,700
Ending balance, amount at Sep. 30, 2022	(21,527)	$ 1	11,721	(33,250)		$ 1
Beginning balance, shares at Mar. 31, 2022		810,699				810,700
Beginning balance, amount at Mar. 31, 2022	570	$ 1	11,371	(10,803)		$ 1
Issuance of restricted stock awards, shares		139,649
Issuance of restricted stock awards, amount	2		2
Stock-based compensation	241		241
Net loss	(10,162)			(10,162)
Ending balance, shares at Jun. 30, 2022		950,348				810,700
Ending balance, amount at Jun. 30, 2022	(9,349)	$ 1	11,614	(20,965)		$ 1
Issuance of common shares for license, shares		67,605
Issuance of common shares for license, amount	72		72
Issuance of restricted stock awards, shares		62,792
Issuance of restricted stock awards, amount	1		1
Vesting of restricted stock	10		10
Stock-based compensation	24		24
Net loss	(12,285)			(12,285)
Ending balance, shares at Sep. 30, 2022		1,080,745				810,700
Ending balance, amount at Sep. 30, 2022	(21,527)	$ 1	11,721	(33,250)		$ 1
Beginning balance, shares at Dec. 31, 2022					0
Beginning balance, amount at Dec. 31, 2022					$ 0
Beginning balance, shares at Dec. 31, 2022		1,091,800				810,700
Beginning balance, amount at Dec. 31, 2022	(35,236)	$ 1	11,761	(46,999)		$ 1
Reclassification of Series Seed redeemable convertible preferred stock, shares					810,700
Reclassification of Series Seed redeemable convertible preferred stock, amount					$ 9,830
Reclassification of series seed redeemable convertible preferred stock, shares						(810,700)
Reclassification of series seed redeemable convertible preferred stock, amount	(9,830)		(9,829)			$ (1)
Issuance of redeemable convertible preferred stock, shares							5,072,919
Issuance of redeemable convertible preferred stock, amount							$ 60,760
Issuance of redeemable convertible preferred stock upon conversion of convertible notes, shares								3,229,851
Issuance of redeemable convertible preferred stock upon conversion of convertible notes, amount								$ 35,576
Issuance of restricted stock awards, shares		1,874
Vesting of restricted stock	18		18
Repurchase of restricted stock		(4,698)
Stock-based compensation	31		31
Net loss	(12,715)			(12,715)
Ending balance, shares at Mar. 31, 2023					9,113,470
Ending balance, amount at Mar. 31, 2023					$ 106,166
Ending balance, shares at Mar. 31, 2023		1,088,976
Ending balance, amount at Mar. 31, 2023	(57,732)	$ 1	1,981	(59,714)
Beginning balance, shares at Dec. 31, 2022					0
Beginning balance, amount at Dec. 31, 2022					$ 0
Beginning balance, shares at Dec. 31, 2022		1,091,800				810,700
Beginning balance, amount at Dec. 31, 2022	$ (35,236)	$ 1	11,761	(46,999)		$ 1
Exercise of stock options, shares	7,240
Net loss	$ (66,070)
Ending balance, shares at Sep. 30, 2023	12,495,411				12,495,411
Ending balance, amount at Sep. 30, 2023	$ 150,088				$ 150,088
Ending balance, shares at Sep. 30, 2023		1,086,262
Ending balance, amount at Sep. 30, 2023	(109,335)	$ 1	3,733	(113,069)
Beginning balance, shares at Mar. 31, 2023					9,113,470
Beginning balance, amount at Mar. 31, 2023					$ 106,166
Beginning balance, shares at Mar. 31, 2023		1,088,976
Beginning balance, amount at Mar. 31, 2023	(57,732)	$ 1	1,981	(59,714)
Exercise of stock options, shares		1,695
Exercise of stock options, amount	2		2
Vesting of restricted stock	43		43
Repurchase of restricted stock		(4,686)
Stock-based compensation	592		592
Net loss	(17,884)			(17,884)
Ending balance, shares at Jun. 30, 2023					9,113,470
Ending balance, amount at Jun. 30, 2023					$ 106,166
Ending balance, shares at Jun. 30, 2023		1,085,985
Ending balance, amount at Jun. 30, 2023	(74,979)	$ 1	2,618	(77,598)
Issuance of redeemable convertible preferred stock, shares							3,381,941
Issuance of redeemable convertible preferred stock, amount							$ 42,012
Reclassification of tranche obligation asset to Series A-1 redeemable convertible preferred stock					$ 1,910
Exercise of stock options, shares		5,545
Exercise of stock options, amount	6		6
Vesting of restricted stock	25		25
Repurchase of restricted stock		(5,268)
Stock-based compensation	1,084		1,084
Net loss	$ (35,471)			(35,471)
Ending balance, shares at Sep. 30, 2023	12,495,411				12,495,411
Ending balance, amount at Sep. 30, 2023	$ 150,088				$ 150,088
Ending balance, shares at Sep. 30, 2023		1,086,262
Ending balance, amount at Sep. 30, 2023	$ (109,335)	$ 1	$ 3,733	$ (113,069)

Fair Value Measurement - Summary of Significant Assumptions Used in Valuation of Derivative Liability (Details)	Jan. 18, 2023	Feb. 09, 2023
Probability of Achievement of Triggering Event
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input		1
Discount Rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input	0.75	0.75
Minimum \| Expected Term to Achievement Underlying Triggering Event
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input, expected term	1 month 6 days
Minimum \| Probability of Achievement of Triggering Event
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input	0
Maximum \| Expected Term to Achievement Underlying Triggering Event
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input, expected term	2 months 12 days
Maximum \| Probability of Achievement of Triggering Event
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input	0.95

Balance Sheet Components - Summary of Other Non-Current Assets (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Other Assets Noncurrent [Line Items]
Prepaid clinical	$ 3,217,000
Other non-current assets	1,115,000	$ 783,000
Total other non-current assets	7,021,000	783,000
Initial Public Offering
Other Assets Noncurrent [Line Items]
Deferred offering costs related to the initial public offering	$ 2,689,000	$ 0

Convertible Preferred Stock - Additional Information (Details)	1 Months Ended			3 Months Ended		9 Months Ended	12 Months Ended
	Oct. 31, 2023 USD ($) shares	Jul. 31, 2023 USD ($) shares	Feb. 28, 2023 USD ($) $ / shares shares	Sep. 30, 2023 USD ($) Director $ / shares shares	Mar. 31, 2023 shares	Sep. 30, 2023 USD ($) Director $ / shares shares	Dec. 31, 2022 USD ($) shares	Nov. 14, 2023 shares	Jun. 30, 2023 shares
Class of Stock [Line Items]
Minimum gross proceeds from IPO to convert preferred stock						$ 50,000,000
Redeemable convertible preferred stock, par value \| $ / shares				$ 0.001		$ 0.001
Number of directors \| Director				2		2
Preferred stock, voting rights						The holders of redeemable convertible preferred stock shares are entitled to vote on all matters on which the common stockholders are entitled to vote. Each holder of redeemable convertible preferred stock is entitled to the number of votes equal to the number of whole shares of common stock into which the shares held by such holder are convertible. Holders of the shares of Series A-1 redeemable convertible preferred stock, as a separate class, are entitled to elect two directors of the Company. Holders of the shares of Series Seed convertible preferred stock, as a separate class, are entitled to elect (i) prior to the issuance of the third tranche, two directors of the Company and (ii) on or after the issuance of the third tranche, one director of the Company. The holders of common stock are entitled to elect one director and one director will be the Company’s Chief Executive Officer. The remaining two directors will be independent directors that are elected by stockholder vote and must be mutually acceptable to the other directors.
Redeemable convertible preferred stock, shares outstanding \| shares				12,495,411		12,495,411		0
Percentage of voting power transferred						50.00%
Dividend rate, percentage						8.00%
Dividends declared						$ 0	$ 0
Minimum
Class of Stock [Line Items]
Indebtedness incurred				$ 300,000		$ 300,000
Percentage of voting power disposed of				50.00%		50.00%
Pre-money valuation amount related to IPO to convert preferred stock				$ 400,000,000		$ 400,000,000
Percentage of voting power disposed of redemption event				50.00%		50.00%
Series A Preferred Stock Purchase Agreement \| Series A-1 Tranche 2
Class of Stock [Line Items]
Fair value of redeemable convertible preferred stock tranche asset			$ 1,800,000
Series A Preferred Stock Purchase Agreement \| Series A-1 Tranche 3
Class of Stock [Line Items]
Fair value of redeemable convertible preferred stock tranche liability			9,100,000
Publicly-traded Special Purpose Acquisition Company \| Minimum
Class of Stock [Line Items]
Pre-money valuation amount related to non IPO to convert preferred stock				$ 400,000,000		$ 400,000,000
Series A-1 Redeemable Convertible Preferred Stock
Class of Stock [Line Items]
Issuance of redeemable convertible preferred stock, shares \| shares				3,381,941	5,072,919
Redeemable convertible preferred stock, par value \| $ / shares				$ 13.57		$ 13.57
Preferred stock, convertible, conversion price \| $ / shares				$ 13.57		13.57
Series A-1 Redeemable Convertible Preferred Stock \| Subsequent Events
Class of Stock [Line Items]
Proceeds from the issue and sale of redeemable convertible preferred stock	$ 86,000,000
Series A-1 Redeemable Convertible Preferred Stock \| Series A Preferred Stock Purchase Agreement
Class of Stock [Line Items]
Proceeds from the issue and sale of redeemable convertible preferred stock			$ 68,100,000
Issuance of redeemable convertible preferred stock, shares \| shares			5,072,919
Series A-1 Redeemable Convertible Preferred Stock \| Series A Preferred Stock Purchase Agreement \| Series A-1 Tranche 2
Class of Stock [Line Items]
Proceeds from the issue and sale of redeemable convertible preferred stock		$ 45,800,000
Issuance of redeemable convertible preferred stock, shares \| shares		3,381,941	3,381,941
Redeemable convertible preferred stock, par value \| $ / shares			$ 13.57
Series A-1 Redeemable Convertible Preferred Stock \| Series A Preferred Stock Purchase Agreement \| Series A-1 Tranche 3
Class of Stock [Line Items]
Issuance of redeemable convertible preferred stock, shares \| shares				6,341,148
Redeemable convertible preferred stock, par value \| $ / shares				$ 13.57
Fair value of redeemable convertible preferred stock tranche asset		$ 1,900,000
Series A-1 Redeemable Convertible Preferred Stock \| Series A Preferred Stock Purchase Agreement \| Series A-1 Tranche 3 \| Subsequent Events
Class of Stock [Line Items]
Proceeds from the issue and sale of redeemable convertible preferred stock	$ 86,000,000
Issuance of redeemable convertible preferred stock, shares \| shares	6,341,148
Series A-2 Redeemable Convertible Preferred Stock
Class of Stock [Line Items]
Issuance of redeemable convertible preferred stock upon conversion of convertible notes, shares \| shares			3,229,851		3,229,851
Redeemable convertible preferred stock, par value \| $ / shares				10.18		10.18
Preferred stock, convertible, conversion price \| $ / shares			$ 10.18	$ 10.18		$ 10.18
Redeemable Convertible Preferred Stock
Class of Stock [Line Items]
Redeemable convertible preferred stock, shares outstanding \| shares				12,495,411	9,113,470	12,495,411	0		9,113,470
Redeemable Convertible Preferred Stock \| Minimum
Class of Stock [Line Items]
Redeemable convertible preferred stock, shares outstanding \| shares				1,909,071		1,909,071
Series Seed Preferred Stock
Class of Stock [Line Items]
Preferred stock, convertible, conversion price \| $ / shares				$ 13.57		$ 13.57

Organization

9 Months Ended

Sep. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization

Description of the business

CARGO Therapeutics, Inc. (the “Company”) was incorporated in the state of Delaware in December 2019 as Syncopation Life Sciences, Inc. and changed its name to CARGO Therapeutics, Inc. in September 2022. It is a clinical-stage biotechnology company positioned to advance next generation, potentially curative cell therapies for cancer patients. The Company’s programs, platform technologies, and manufacturing strategy are designed to directly address the key limitations of approved cell therapies, including limited durability of effect, suboptimal safety and unreliable supply. The Company’s lead program, CRG-022, an autologous CD22 chimeric antigen receptor (“CAR”) T-cell therapy, has demonstrated robust safety, activity and manufacturability in clinical trials and is currently being studied in a potentially pivotal Phase 2 clinical trial for the treatment of large B-cell lymphoma (“LBCL”). The Company is also leveraging its proprietary cell engineering platform technologies to develop a pipeline of programs that incorporate multi-functional genetic “cargo” designed to enhance CAR T-cell persistence and trafficking to tumor lesions, as well as help safeguard against tumor resistance and T-cell exhaustion.

Since its founding, the Company has devoted substantially all of its resources to organizing and staffing the Company, business planning, raising capital, establishing licensing arrangements, building its proprietary platform technologies, discovering its product candidates, establishing its intellectual property portfolio, conducting research, preclinical studies, and clinical trials, establishing arrangements with third parties for the manufacture of its product candidates and related raw materials, and providing general and administrative support for these operations.

Reverse Stock Split

On November 1, 2023, the Company’s Board of Directors approved an amended and restated certificate of incorporation to effect a reverse split of shares of the Company’s common stock and redeemable convertible preferred stock on a 13.5685-for-1 basis (the “Reverse Stock Split”) which was effected on November 3, 2023. The par value and authorized number of shares of common stock and redeemable convertible preferred stock were not adjusted as a result of the Reverse Stock Split. All share data and per share data amounts for all periods presented in the condensed financial statements and notes thereto have been retrospectively adjusted to reflect the effect of the Reverse Stock Split.

Initial Public Offering

On November 14, 2023, the Company closed its initial public offering (“IPO”), pursuant to which it issued and sold an aggregate of 18,750,000 shares of its common stock at a public offering price of $15.00 per share and on November 21, 2023, the Company issued and sold 2,512,181 additional shares of its common stock to the underwriters of the IPO pursuant to the partial exercise of their option to purchase additional shares, resulting in net proceeds of approximately $291.3 million, after deducting underwriting discounts, commissions and other offering expenses. Upon the closing of the IPO, the Company’s outstanding redeemable convertible preferred stock automatically converted into 18,836,559 shares of common stock. Converted redeemable convertible preferred stock outstanding as of the date of IPO consisted of 12,495,411 shares that were outstanding as of September 30, 2023 (see Note 7) and 6,341,148 shares that were issued in October 2023 (see Note 13). Following the closing of the IPO, no shares of redeemable convertible preferred stock were authorized or outstanding.

In connection with the closing of its IPO, on November 14, 2023, the Company’s certificate of incorporation was amended and restated to authorize 500,000,000 shares of common stock, par value $0.001 per share and 50,000,000 shares of preferred stock, par value of $0.001 per share.

The unaudited condensed financial statements as of September 30, 2023, including share and per share amounts, do not give effect to the IPO as it closed subsequent to September 30, 2023.

Liquidity

Since inception, the Company has incurred significant operating losses and negative cash flows, and it expects that it will continue to incur losses and negative cash flows for the foreseeable future as it continues its research and development efforts, advances its product candidates through preclinical and clinical development, enhances its platforms and programs, expands its product pipeline, seeks regulatory approval, prepares for commercialization, hires additional personnel, protects its intellectual property and grows its business. As of and for the nine months ended September 30, 2023, the Company had an accumulated deficit of $113.1 million, cash and cash equivalents of $60.3 million and negative cash flows from operations of $52.2 million. The Company believes its existing cash, cash equivalents, proceeds received from the sale of its Series A-1 redeemable convertible preferred stock in October 2023 (see Note 13) and proceeds received from its IPO (see Note 13) will be sufficient to support operations for at least 12 months from the issuance of these unaudited condensed financial statements.

Stock-Based Compensation - Summary of Stock Option Activity (Details) $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2023 USD ($) $ / shares shares	Dec. 31, 2022 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding [Roll Forward]
Outstanding, Beginning balance \| shares	167,882
Granted \| shares	3,230,713
Exercised \| shares	(7,240)
Cancelled and forfeited \| shares	(342,843)
Outstanding, Ending balance \| shares	3,048,512	167,882
Vested and expected to vest, September 30, 2023 \| shares	3,048,512
Exercisable at September 30, 2023 \| shares	116,008
Weighted Average Exercise Price
Beginning balance \| $ / shares	$ 1.09
Granted \| $ / shares	6.66
Exercised \| $ / shares	1.12
Cancelled and forfeited \| $ / shares	5.27
Ending balance \| $ / shares	6.52	$ 1.09
Vested and expected to vest, September 30, 2023 \| $ / shares	6.52
Exercisable at September 30, 2023 \| $ / shares	$ 3.15
Weighted Average Remaining Contractual Term (in years)
Outstanding	9 years 7 months 28 days	9 years 7 months 24 days
Vested and expected to vest, September 30, 2023	9 years 7 months 28 days
Exercisable at September 30, 2023	9 years 3 months
Aggregate Intrinsic Value
Ending balance \| $	$ 16,390
Vested and expected to vest, September 30, 2023 \| $	16,390
Exercisable at September 30, 2023 \| $	$ 1,015

Related Parties

9 Months Ended

Sep. 30, 2023

Related Parties

11.

Related Parties

The 2022 Convertible Notes (see Note 6) were issued in part to a related party, a significant investor, for an aggregate principal amount of $16.0 million. As of December 31, 2022, $16.4 million in principal and accrued interest was outstanding to the related party. In February 2023, $18.7 million in principal and accrued interest outstanding to the related party was settled through conversion into 1,833,623 shares of Series A-2 redeemable convertible preferred stock (see Note 7).

Apart from the transactions and balances detailed in Note 6, Note 7 and Note 11, the Company has no other significant or material related party transactions during the three and nine months ended September 30, 2022 and 2023.

- Definition

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

+ References

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

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

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

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

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

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

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

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

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

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

+ Details

Condensed Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Operating expenses:
Research and development	$ 22,233	$ 8,469	$ 48,724	$ 20,142
General and administrative	6,478	1,580	13,030	3,624
Total operating expenses	28,711	10,049	61,754	23,766
Loss from operations	(28,711)	(10,049)	(61,754)	(23,766)
Interest expense		(1,458)	(1,604)	(2,234)
Net change in fair value of redeemable convertible preferred stock tranche obligations	(7,651)		(8,343)
Change in fair value of derivative liabilities		(779)	6,453	(1,186)
Loss on extinguishment of convertible notes			(2,316)
Other income (expense), net	891	1	1,494	(16)
Net loss and comprehensive loss	$ (35,471)	$ (12,285)	$ (66,070)	$ (27,202)
Net loss per share attributable to common stockholders, basic	$ (47.37)	$ (28.38)	$ (98.15)	$ (79.16)
Net loss per share attributable to common stockholders, diluted	$ (47.37)	$ (28.38)	$ (98.15)	$ (79.16)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic	748,862	432,835	673,175	343,635
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted	748,862	432,835	673,175	343,635

Fair Value Measurement - Summary of Assumptions used to Redeemable Convertible Preferred Stock Tranche Asset and Liability (Details)	Sep. 30, 2023	Feb. 09, 2023	Jul. 07, 2023
Redeemable Convertible Preferred Stock Tranche Liability
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Expected term to achievement of milestone	1 month 6 days	9 months 18 days
Probability of achievement of milestone	95.00%	63.00%
Discount rate	5.60%	4.90%
Redeemable Convertible Preferred Stock Tranche Asset
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Expected term to achievement of milestone		4 months 24 days
Probability of achievement of milestone		90.00%	100.00%
Discount rate		4.90%

License and Research and Development Agreements

9 Months Ended

Sep. 30, 2023

Research and Development [Abstract]

License and Research and Development Agreements

10.

License and Research and Development Agreements

Stanford license agreement

In August 2022, the Company entered into a license agreement with the Board of Trustees of the Leland Stanford Junior University (“Stanford University”) relating to the Company’s platform technologies relating to CAR T-cell therapies (the “Stanford License Agreement”). Pursuant to the Stanford License Agreement, Stanford University granted the Company a worldwide, exclusive license under certain patent rights, and a worldwide non-exclusive license under certain technology, in each case, owned or controlled by Stanford University, to make, use and sell products, methods or services in the field of human therapeutic and diagnostic products.

As consideration for the licenses granted under the Stanford License Agreement, the Company made an upfront payment of $50,000 and issued 67,605 shares of its common stock with a fair value of $0.1 million, of which 22,317 shares were issued to Stanford University, 27,100 shares were issued to two non-profit organizations that supported the research, and 18,188 shares were issued to various Stanford University inventors. The Company determined that the purchase of the licenses under the Stanford License Agreement represented an asset acquisition as it did not meet the definition of a business. As the acquired licenses represented in-process research and development (“IPR&D”) assets with no alternative future use, the Company recorded the upfront consideration of $0.2 million as research and development expense in August 2022, upon entering into the Stanford License Agreement. The Company recorded research and development expense pursuant to the Stanford License Agreement in the amount of $10,000 during the three and nine months ended September 30, 2023 and $0.2 million during the three and nine months ended September 30, 2022.

In addition to annual license maintenance fees of up to $0.1 million per year, the Company may be required to pay up to $7.5 million for sales milestone payments, up to $4.0 million in development milestone payments for each product covered by licensed patent rights that achieves specific clinical trials or regulatory approvals, up to $0.6 million in milestone payments upon achievement of commercial milestone events and double-digit percentage milestone payments on non-patented products, and, subject to certain royalty reductions, low single-digit percentage royalties on net sales of products. Subject to the terms of the Stanford License Agreement, the Company also agreed to pay Stanford University a certain percentage of non-royalty sublicense-related revenue that the Company receives from third-party sublicenses.

Crystal Mackall and Robbie Majzner, who were the Company’s principal owners and directors when the Company entered into the Stanford License Agreement, are employees and faculty members leading CAR T-cell therapy research programs at Stanford University.

Oxford license and supply agreement

In June 2022, the Company entered into a License and Supply Agreement (the “Oxford Agreement”), with Oxford Biomedica (UK) Limited (“Oxford”) for the manufacture and supply of lentiviral vectors for clinical and potentially commercial purposes by the Company. Pursuant to the Oxford Agreement, Oxford granted to the Company a non-exclusive worldwide, sub-licensable, royalty-bearing license under certain intellectual property rights for the purposes of research, development and commercialization of products transduced with the vectors manufactured by Oxford or by the Company following a technology transfer by Oxford, which products are directed against certain initial targets, and upon payment of certain fees, additional targets as agreed by Oxford and the Company.

As consideration for the license granted under the Oxford Agreement, the Company paid an upfront license fee of $0.2 million. The Company determined that the purchase of the license under the Oxford Agreement represented an asset acquisition as it did not meet the definition of a business. As the acquired license represented IPR&D assets with no alternative future use, the Company recorded the upfront payment of $0.2 million as research and development expense in June 2022, upon entering into the Oxford Agreement. The Company recorded research and development expense related to the achievement of certain development milestones in the amount of $0.3 million during the three and nine months ended September 30, 2023 and $0.2 million during the nine months ended September 30, 2022.

The Company may be required to pay up to an aggregate of $0.3 million of development milestones, $1.0 million of regulatory milestones and $8.0 million of commercial milestones for each target if such milestones are achieved by licensed products directed to such target. Additionally, the Company is obligated to pay an earned royalty on net sales of products manufactured with the Oxford vector at a low single-digit percentage.

Unless terminated earlier, the Oxford Agreement will expire when no further payments are due to Oxford. The Company can terminate the agreement at will upon advance written notice and may be subject to certain manufacturing slot cancellation fees.

National Cancer Institute

In March 2022, the Company entered into an exclusive license agreement (the “2022 NCI License Agreement”) with the U.S. Department of Health and Human Services, as represented by The National Cancer Institute (the “NCI”), pursuant to which the Company obtained a worldwide, royalty-bearing, exclusive license under certain patent rights to make, use, sell, offer for sale, and import certain autologous products covered by such licensed patents in the field of CAR-T immunotherapies for the treatment of B-cell malignancies that express CD22, and a non-sublicenseable exclusive license to make, use, and import, but not sell, certain allogenic products and to practice processes in the field of certain CAR-T immunotherapies for the treatment of B-cell malignancies that express CD22 for evaluation purposes, with an exclusive option to negotiate a non-exclusive or exclusive commercialization license.

As consideration for the licenses granted under the 2022 NCI License Agreement, the Company is required to pay NCI a non-refundable license fee of $0.6 million, of which $0.2 million was paid in 2022 and $0.1 million was paid in 2023, and the remaining balance of $0.3 million is payable in two equal annual installments beginning on the second anniversary of the effective date of the agreement. The Company accrued the non-refundable upfront fees of $0.4 million upon entering into the 2022 NCI License Agreement. As of September 30, 2023 and December 31, 2022, $0.1 million and $0.1 million, respectively, of non-refundable upfront fees were accrued in accrued expenses and other current liabilities and $0.1 million and $0.3 million, respectively, are classified as other non-current liabilities on the condensed balance sheet. The Company determined that the purchase of the license under the 2022 NCI License Agreement represented an asset acquisition as it did not meet the definition of a business. As the acquired license represented IPR&D assets with no alternative future use, the Company recorded the initial consideration of $0.6 million under the 2022 NCI License Agreement as research and development expense in March 2022, upon entering into the 2022 NCI License Agreement. During the three and nine months ended September 30, 2023, the Company recorded research and development expense of $0.5 million and $0.6

million related to the minimum annual royalty and the achievement of certain development milestones and during the nine months ended September 30, 2022, the Company recorded research and development expense of $0.6 million related to the non-refundable license fee.

The Company agreed to pay up to $0.2 million in regulatory milestone payments upon achieving specific regulatory filings, up to $1.8 million in development milestone payments upon achieving specific clinical trials or registration trials, and up to $16.0 million in sales milestones upon achievement of specific commercial milestone events for up to three distinct licensed products, and an earned royalty on net sales of autologous cell therapy products covered by the licensed patent rights at a low single-digit percentage, depending on the amount of annual net sales and subject to the terms of the 2022 NCI License Agreement. The Company is also required to make minimum annual royalty payments of $50,000 per year, which will be creditable against royalties due for sales in that year. In addition, the Company is obligated to pay the NCI a percentage of non-royalty revenue received by the Company from its right to sublicense. Additionally, in the event the Company is granted a priority review voucher (“PRV”), the Company would be obligated to pay NCI a minimum of $5.0 million upon the sale, transfer or lease of the PRV or $0.5 million upon submission of the PRV for use by the U.S. Food and Drug Administration (“FDA”). The Company is also obligated to pay NCI a percentage of the fair market value of the consideration the Company receives for any assignment of the 2022 NCI License Agreement to a non-affiliate (upon NCI’s prior written consent) or an allocated portion of the fair value of consideration received in connection with a change in control.

NCI may terminate or modify the 2022 NCI License Agreement in the event of an uncured material breach, including, but not limited to, if the Company does not meet certain milestones by certain dates, or upon certain insolvency events that remain uncured following the date that is 90 days following written notice of such breach or insolvency event. The Company may terminate the license, or any portion thereof, at its sole discretion at any time upon 60 days written notice to NCI.

In February 2023, the Company entered into an exclusive license agreement (the “2023 NCI License Agreement”) with NCI, pursuant to which the Company obtained a worldwide, royalty-bearing, exclusive license under certain patent rights owned by NCI to make, use, sell and import products and to practice processes in the field of certain CAR-T immunotherapies for the treatment of B-cell malignancies, wherein the T cells are engineered to express CD22 in combination with both: receptors targeting CD19, CD20, and/or CD79b; and using STASH platform and/or a technology to activate CD2 signaling in the CAR T cell.

As consideration for the licenses granted under the 2023 NCI License Agreement, the Company must pay NCI a non-refundable license fee of $0.3 million in three installments whereby the first installment is payable within 60 days of the execution of the agreement and the remaining two payments due on the first and second anniversaries of the effective date of the agreement. Additionally, the Company must reimburse NCI for $0.1 million in expenses incurred by NCI prior to January 1, 2022 related to the preparation, filing, prosecution, and maintenance of all patent applications and patents included in the license under the 2023 NCI Agreement. The Company determined that the purchase of the license under the 2023 NCI License Agreement represented an asset acquisition as it did not meet the definition of a business. As the acquired license represented IPR&D assets with no alternative future use, the Company recorded the initial consideration of $0.4 million under the 2023 NCI Agreement, consisting of the non-refundable upfront fees and patent expense reimbursement, as research and development expense in February 2023, upon entering the 2023 NCI License Agreement. The Company accrued these amounts upon entering into the 2023 NCI License Agreement, of which $0.1 million is classified as other non-current liabilities on the condensed balance sheet as of September 30, 2023. During the nine months ended September 30, 2023, the Company recorded research and development expense of $0.3 million related to the minimum annual royalty.

The Company agreed to pay up to $0.1 million in regulatory milestone payments upon achieving specific regulatory filings, up to $1.7 million in development milestone payments upon achieving specific clinical trials or registration trials, and up to $16.0 million in sales milestones upon achievement of specific commercial milestone events. Subject to the terms of the 2023 NCI License Agreement, the Company also agreed to pay a low single-digit percentage on earned royalties on net sales of products covered by the licensed patent rights. The Company also agreed to make minimum annual royalty payments of $50,000 per year, which will be creditable against royalties due for sales in that year. In addition, the Company is obligated to pay the NCI a percentage of non-royalty revenue received by the Company from its right to sublicense at defined percentages. Additionally, if the Company is granted a PRV, the Company would be obligated to pay NCI a minimum of $5.0

million upon the sale, transfer or lease of the PRV or $0.5 million upon submission of the PRV for use by the FDA. The Company is also obligated to pay NCI a percentage of the fair market value of the consideration the Company receives for any assignment of the 2023 NCI License Agreement to a non-affiliate (upon NCI’s prior written consent) or an allocated portion of the fair value of consideration received in connection with a change in control.

Unless earlier terminated, the 2023 NCI License Agreement will expire upon the expiration of the last to expire licensed patent right. NCI may terminate or modify the 2023 NCI License Agreement in the event of an uncured material breach, including, but not limited to, if the Company does not meet certain milestones by certain dates, or upon certain insolvency events that remain uncured following the date that is 90 days following written notice of such breach or insolvency event. The Company may terminate the license, or any portion thereof, at its sole discretion at any time upon 60 days written notice to NCI.

Stock-Based Compensation

9 Months Ended

Sep. 30, 2023

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

2021 Stock Option and Grant Plan

In July 2021, the Company established its 2021 Stock Option and Grant Plan (the “Plan”) which provides for the granting of stock options, restricted and unrestricted stock units and restricted and unrestricted stock awards to employees and consultants of the Company. In October 2022 and February 2023, the Board of Directors amended shares authorized for issuance under the Plan. As of September 30, 2023 and December 31, 2022, shares authorized for issuance under the Plan were 3,618,904 and 393,268, respectively.

Stock options

Stock option activity for the nine months ended September 30, 2023 was as follows:


	Number of Options			Weighted-Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2022		167,882		$	1.09		9.65	$	—
Granted		3,230,713			6.66
Exercised		(7,240	)		1.12
Cancelled and forfeited		(342,843	)		5.27
Outstanding at September 30, 2023		3,048,512		$	6.52		9.66	$	16,390
Vested and expected to vest, September 30, 2023		3,048,512		$	6.52		9.66	$	16,390
Exercisable at September 30, 2023		116,008		$	3.15		9.25	$	1,015

Aggregate intrinsic value in the above table is calculated as the difference between the exercise price of the options and the Company’s estimated fair value of its common stock as of September 30, 2023.

The aggregate intrinsic value of options exercised during the nine months ended September 30, 2023 was $46,000. No options were exercised during the nine months ended September 30, 2022. The estimated weighted-average grant-date fair value of options granted during the nine months ended September 30, 2022 and 2023 was $0.79 and $5.17 per share, respectively. As of September 30, 2023, there was $13.5 million of unrecognized stock-based compensation related to stock options, which is expected to be recognized over a weighted-average period of 3.4 years.

Restricted stock awards

The Company has issued restricted stock awards to certain employees, directors and consultants in exchange for cash consideration equal to the fair value of common stock on the grant date. The restricted stock awards are subject to the repurchase right upon termination of services at a repurchase price lower of (i) the fair market value on the date of repurchase or (ii) their original purchase price no later than nine months after such termination. Shares purchased by employees pursuant to restricted stock awards are not deemed, for accounting purposes, to be issued until those shares vest according to their respective vesting schedules. Proceeds received from issuance of restricted stock awards are recorded as a share repurchase liability within accrued expenses and other current liabilities on the balance sheet and reclassified to additional paid-in capital as such awards vest.

The following table summarizes the Company’s restricted stock activity.


	Number of Awards			Weighted-Average Grant Date Fair Value
Unvested as of December 31, 2022		529,110		$	0.93
Issued		1,874			3.94
Repurchased		(14,652	)		0.63
Vested		(215,418	)		1.90
Unvested as of September 30, 2023		300,914		$	0.26

The purchase price of the restricted stock awards is the fair value of common stock as determined by the Board of Directors at the issuance date. The shares generally vest monthly over four years from the grant date.

The Company recorded $0.1 million and $0.2 million as a share repurchase liability for restricted stock awards in accrued expenses and other current liabilities on the balance sheets as of September 30, 2023 and December 31, 2022, respectively.

As of September 30, 2023, unrecognized stock-based compensation expense related to outstanding unvested restricted stock awards was $0.1 million, which is expected to be recognized over a weighted-average period of 2.5 years.

Stock‑based compensation expense

Total stock-based compensation expense recorded in the unaudited condensed statements of operations and comprehensive loss was as follows:


	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
	(in thousands)
General and administrative	$	587	$	9	$	1,014	$	209
Research and development		497		15		693		56
Total stock-based compensation expense	$	1,084	$	24	$	1,707	$	265

The estimated grant-date fair value of awards granted during the nine months ended September 30, 2023 and 2022 was calculated based on the following assumptions:


	Nine months ended September 30,
	2023	2022
Expected term (in years)	1.3 – 6.4	2.8 – 6.1
Expected volatility	84.6% - 87.2%	84.6% - 89.8%
Expected dividend	—	—
Risk-free interest rate	3.2% - 4.6%	0.4% - 3.2%

Summary of Significant Accounting Policies - Additional Information (Details) - IPO - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Deferred offering costs	$ 2,689,000	$ 0
Other Noncurrent Assets
Debt Instrument [Line Items]
Deferred offering costs	$ 2,700,000

- Definition

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

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+ Details

Convertible Preferred Stock (Tables)

9 Months Ended

Sep. 30, 2023

Class of Stock Disclosures [Abstract]

Summary of Redeemable Convertible Preferred Stock

Redeemable convertible preferred stock consisted of the following:


	September 30, 2023
	Shares Authorized		Shares Issued and Outstanding		Original Issuance Price		Liquidation Preference		Carrying Value
	(in thousands, except shares and per share amounts)
Series Seed		11,000,000		810,700	$	13.57	$	11,000	$	9,830
Series A-1		200,760,000		8,454,860	$	13.57		114,720		104,682
Series A-2		43,824,255		3,229,851	$	10.18		32,868		35,576
Total		255,584,255		12,495,411			$	158,588	$	150,088

Summary of Convertible Preferred Stock

Convertible preferred stock consisted of the following:


	December 31, 2022
	Shares Authorized		Shares Issued and Outstanding		Original Issuance Price		Liquidation Preference		Carrying Value
	(in thousands, except shares and per share amounts)
Series Seed		11,000,000		810,700	$	13.57	$	11,000	$	10,855
Total		11,000,000		810,700			$	11,000	$	10,855

- Definition

Tabular disclosure of an entity's stock, including par or stated value per share, number and dollar amount of share subscriptions, shares authorized, shares issued, shares outstanding, number and dollar amount of shares held in an employee trust, dividend per share, total dividends, share conversion features, par value plus additional paid in capital, the value of treasury stock and other information necessary to a fair presentation, and EPS information. Stock by class includes common, convertible, and preferred stocks which are not redeemable or redeemable solely at the option of the issuer. Includes preferred stock with redemption features that are solely within the control of the issuer and mandatorily redeemable stock if redemption is required to occur only upon liquidation or termination of the reporting entity. If more than one issue is outstanding, state the title of each issue and the corresponding dollar amount; dollar amount of any shares subscribed but unissued and the deduction of subscriptions receivable there from; number of shares authorized, issued, and outstanding.

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+ Details

Common Stock - Summary of Reserved Common Stock For Issuance (Details) - shares	Sep. 30, 2023	Dec. 31, 2022
Class of Stock [Line Items]
Total reserved common stock	15,917,285	1,001,510
Redeemable Convertible Preferred Stock
Class of Stock [Line Items]
Total reserved common stock	12,495,411
Convertible Preferred Stock
Class of Stock [Line Items]
Total reserved common stock		810,700
Common Stock Options Issued And Outstanding Under The Plan
Class of Stock [Line Items]
Total reserved common stock	3,048,512	167,882
Remaining Shares Available For Issuance Under The Plan
Class of Stock [Line Items]
Total reserved common stock	373,362	22,928

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
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+ Details

Leases - Summary of Future Payments Associated with Company's Operating Lease Liabilities (Details) $ in Thousands	Sep. 30, 2023 USD ($)
Leases [Abstract]
2023 (remaining three months)	$ 691
2024	2,404
Total undiscounted lease payments	3,095
Less: imputed interest	(204)
Total operating lease liabilities	$ 2,891

Balance Sheet Components - Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Prepaid Expense and Other Assets, Current [Abstract]
Prepaid research and development	$ 2,403	$ 1,428
Other receivables	475	476
Prepaid other	194	151
Total prepaid expenses and other current assets	$ 3,072	$ 2,055

Common Stock - Additional Information (Details) - shares	9 Months Ended
	Sep. 30, 2023	Feb. 28, 2023	Dec. 31, 2022
Common Stock, Number of Shares, Par Value and Other Disclosure [Abstract]
Common stock voting rights	one
Common stock, shares authorized	320,000,000	320,000,000	29,000,000

Common Stock (Tables)

9 Months Ended

Sep. 30, 2023

Equity [Abstract]

Summary of Reserved Common Stock For Issuance

The Company’s reserved common stock, on an as-converted basis for issuance was as follows:


	September 30, 2023		December 31, 2022
Redeemable convertible preferred stock		12,495,411		—
Convertible preferred stock		—		810,700
Common stock options issued and outstanding under the Plan		3,048,512		167,882
Remaining shares available for issuance under the Plan		373,362		22,928
Total reserved common stock		15,917,285		1,001,510

Convertible Preferred Stock - Summary of Redeemable Convertible Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands	Nov. 14, 2023	Sep. 30, 2023
Temporary Equity [Line Items]
Redeemable convertible preferred stock, shares authorized	0	255,584,255
Redeemable convertible preferred stock, shares issued		12,495,411
Redeemable convertible preferred stock, shares outstanding	0	12,495,411
Redeemable convertible preferred stock, original issuance price		$ 0.001
Redeemable convertible preferred stock, liquidation preference		$ 158,588
Redeemable convertible preferred stock, carrying value		$ 150,088
Series Seed
Temporary Equity [Line Items]
Redeemable convertible preferred stock, shares authorized		11,000,000
Redeemable convertible preferred stock, shares issued		810,700
Redeemable convertible preferred stock, shares outstanding		810,700
Redeemable convertible preferred stock, original issuance price		$ 13.57
Redeemable convertible preferred stock, liquidation preference		$ 11,000
Redeemable convertible preferred stock, carrying value		$ 9,830
Series A-1
Temporary Equity [Line Items]
Redeemable convertible preferred stock, shares authorized		200,760,000
Redeemable convertible preferred stock, shares issued		8,454,860
Redeemable convertible preferred stock, shares outstanding		8,454,860
Redeemable convertible preferred stock, original issuance price		$ 13.57
Redeemable convertible preferred stock, liquidation preference		$ 114,720
Redeemable convertible preferred stock, carrying value		$ 104,682
Series A-2
Temporary Equity [Line Items]
Redeemable convertible preferred stock, shares authorized		43,824,255
Redeemable convertible preferred stock, shares issued		3,229,851
Redeemable convertible preferred stock, shares outstanding		3,229,851
Redeemable convertible preferred stock, original issuance price		$ 10.18
Redeemable convertible preferred stock, liquidation preference		$ 32,868
Redeemable convertible preferred stock, carrying value		$ 35,576

Organization - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands				1 Months Ended	9 Months Ended
	Nov. 21, 2023	Nov. 14, 2023	Nov. 03, 2023	Oct. 31, 2023	Sep. 30, 2023	Sep. 30, 2022	Feb. 28, 2023	Dec. 31, 2022
Organization [Line Items]
Stockholders' equity, reverse stock split					13.5685-for-1 basis
Redeemable convertible preferred stock, shares outstanding		0			12,495,411
Redeemable convertible preferred stock, shares authorized		0			255,584,255
Common stock, shares authorized					320,000,000		320,000,000	29,000,000
Common Stock, par value					$ 0.001			$ 0.001
Convertible preferred stock, shares authorized					11,000,000			11,000,000
Convertible preferred stock, par value								$ 0.001
Accumulated deficit					$ (113,069)			$ (46,999)
Cash and cash equivalents					60,344			$ 1,872
Cash flows from operations					$ (52,182)	$ (17,722)
IPO
Organization [Line Items]
Redeemable convertible preferred stock, shares outstanding					12,495,411
Subsequent Events
Organization [Line Items]
Stockholders' equity, reverse stock split			13.5685-for-1 basis
Aggregate shares issued at public offering		18,750,000
Public offering price of shares		$ 15
Shares converted (in shares)		18,836,559
Shares issued (in shares)				6,341,148
Common stock, shares authorized		500,000,000
Common Stock, par value		$ 0.001
Convertible preferred stock, shares authorized		50,000,000
Convertible preferred stock, par value		$ 0.001
Subsequent Events \| IPO
Organization [Line Items]
Aggregate shares issued at public offering		18,750,000
Additional shares issued to underwriters of IPO	2,512,181
Public offering price of shares		$ 15
Net proceeds from issuance of initial public offering	$ 291,300
Shares converted (in shares)		18,836,559
Shares issued (in shares)				6,341,148
Common stock, shares authorized		500,000,000
Common Stock, par value		$ 0.001
Convertible preferred stock, shares authorized		50,000,000
Convertible preferred stock, par value		$ 0.001

Fair Value Measurement - Summary of Changes in Derivative Liabilities (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Balance, start		$ 12,705
Additions		2,133
Change in fair value	$ 779	(6,453)	$ 1,186
Settlement		(8,385)
Balance, end		$ 0

- Definition

Fair value, after the effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset. Includes liabilities not subject to a master netting arrangement and not elected to be offset.

+ References

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+ Details

Stock-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2023

Share-Based Payment Arrangement [Abstract]

Summary of Stock Option Activity

Stock option activity for the nine months ended September 30, 2023 was as follows:


	Number of Options			Weighted-Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2022		167,882		$	1.09		9.65	$	—
Granted		3,230,713			6.66
Exercised		(7,240	)		1.12
Cancelled and forfeited		(342,843	)		5.27
Outstanding at September 30, 2023		3,048,512		$	6.52		9.66	$	16,390
Vested and expected to vest, September 30, 2023		3,048,512		$	6.52		9.66	$	16,390
Exercisable at September 30, 2023		116,008		$	3.15		9.25	$	1,015

Summary of Restricted Stock Activity

The following table summarizes the Company’s restricted stock activity.


	Number of Awards			Weighted-Average Grant Date Fair Value
Unvested as of December 31, 2022		529,110		$	0.93
Issued		1,874			3.94
Repurchased		(14,652	)		0.63
Vested		(215,418	)		1.90
Unvested as of September 30, 2023		300,914		$	0.26

Summary of Stock Based Compensation Expense

Total stock-based compensation expense recorded in the unaudited condensed statements of operations and comprehensive loss was as follows:


	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
	(in thousands)
General and administrative	$	587	$	9	$	1,014	$	209
Research and development		497		15		693		56
Total stock-based compensation expense	$	1,084	$	24	$	1,707	$	265

Summary of Estimated Grant Date Fair Value of Awards

The estimated grant-date fair value of awards granted during the nine months ended September 30, 2023 and 2022 was calculated based on the following assumptions:


	Nine months ended September 30,
	2023	2022
Expected term (in years)	1.3 – 6.4	2.8 – 6.1
Expected volatility	84.6% - 87.2%	84.6% - 89.8%
Expected dividend	—	—
Risk-free interest rate	3.2% - 4.6%	0.4% - 3.2%

Fair Value Measurement (Tables)

9 Months Ended

Sep. 30, 2023

Fair Value Disclosures [Abstract]

Summary of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following tables summarize the Company’s financial assets and financial liabilities measured at fair value on a recurring basis by level within the fair value hierarchy:


	September 30, 2023
	Level 1		Level 2		Level 3		Total
	(in thousands)
Assets:
Money market funds	$	56,790	$	—	$	—	$	56,790
Total financial assets	$	56,790	$	—	$	—	$	56,790
Liabilities:
Redeemable convertible preferred stock tranche liability	$	—	$	—	$	17,570	$	17,570
Total financial liabilities	$	—	$	—	$	17,570	$	17,570


	December 31, 2022
	Level 1		Level 2		Level 3		Total
	(in thousands)
Liabilities:
Derivative liabilities	$	—	$	—	$	12,705	$	12,705
Total financial liabilities	$	—	$	—	$	12,705	$	12,705

Summary of Significant Assumptions Used in Valuation of Derivative Liability

The following table summarizes the significant inputs used in the valuation of the derivative liabilities:


	On Issuance Date of January 18, 2023	February 9, 2023
Expected term to achievement underlying triggering event (in years)	0.1 – 0.2	—
Probability of achievement of triggering event	0.0% - 95.0%	100.0%
Discount rate	75.0%	75.0%

Summary of Changes in Derivative Liabilities

The following table summarizes the changes in the derivative liabilities:


	Derivative Liabilities
	(in thousands)
Balance as of December 31, 2022	$	12,705
Additions(1)		2,133
Change in fair value		(6,453	)
Settlement		(8,385	)
Balance as of September 30, 2023	$	—

Summary of Assumptions used to Redeemable Convertible Preferred Stock Tranche Asset and Liability


	Redeemable Convertible Preferred Stock Tranche Asset		Redeemable Convertible Preferred Stock Tranche Liability
	On Issuance Date February 9, 2023	On Settlement Date of July 7, 2023	On Issuance Date February 9, 2023	As of September 30, 2023
Expected term to achievement of milestone (in years)	0.4	—	0.8	0.1
Probability of achievement of milestone	90.0%	100%	63.0%	95.0%
Discount rate	4.9%	—	4.9%	5.6%

Summary of Changes in Fair Value of Redeemable Convertible Preferred Stock Tranche

The following table summarizes the changes in the fair value of the redeemable convertible preferred stock tranche asset and liability:


	Redeemable Convertible Preferred Stock Tranche Asset			Redeemable Convertible Preferred Stock Tranche Liability
	(in thousands)
Balance as of December 31, 2022	$	—		$	—
Initial recognition		1,788			(9,105	)
Change in fair value		122			(8,465	)
Settlement		(1,910	)		—
Balance as of September 30, 2023	$	—		$	(17,570	)

- Definition

Tabular disclosure of pertinent information about a derivative or group of derivatives on a disaggregated basis, such as for individual instruments, or small groups of similar instruments. May include a combination of the type of instrument, risks being hedged, notional amount, hedge designation, related hedged item, inception date, maturity date, or other relevant item.

+ References + Details

Leases (Tables)

9 Months Ended

Sep. 30, 2023

Lessee Disclosure [Abstract]

Summary of Future Payments Associated with Company's Operating Lease Liabilities

The future payments associated with the Company’s operating lease liabilities as of September 30, 2023 were as follows:


	Amount
	(in thousands)
2023 (remaining three months)	$	691
2024		2,404
Total undiscounted lease payments		3,095
Less: imputed interest		(204	)
Total operating lease liabilities	$	2,891

Summary of Total Lease Costs and Other Information

A summary of total lease costs and other information for the periods relating to the Company’s operating leases was as follows:


	Three months ended September 30,						Nine months ended September 30,
	2023			2022			2023			2022
	(in thousands)
Operating lease cost	$	683		$	323		$	1,929		$	959
Variable lease cost		168			78			476			239
Sublease income		(60	)		(120	)		(280	)		(120	)
Total lease cost	$	791		$	281		$	2,125		$	1,078

Summary of Weighted-average Remaining Lease Term and Discount Rate


	September 30, 2023	December 31, 2022
Other information:
Weighted-average remaining lease term (in years)	1.3	1.9
Weighted-average discount rate	11.6%	9.6%

Schedule of Supplemental Cash Flow and Noncash Information Related to Operating Leases

Supplemental cash flow and noncash information related to the Company’s operating leases were as follows:


	Nine months ended September 30,
	2023		2022
	(in thousands)
Cash flows from operating activities:
Cash paid for amounts included in the measurement of lease liabilities	$	1,804	$	992
Right-of-use assets obtained in exchange for lease obligations:
Total right-of-use assets capitalized	$	2,291	$	—

Condensed Statements of Redeemable Convertible Preferred Stock and Stockholders' Deficit (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2023	Mar. 31, 2023
Convertible Preferred Stock
Issuance of tranche asset and liability		$ 7,317
Series A-1 Redeemable Convertible Preferred Stock
Stock Issuance Costs	$ 55	$ 755

Condensed Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Redeemable convertible preferred stock, par value	$ 0.001
Redeemable convertible preferred stock, shares authorized	255,584,255
Redeemable convertible preferred stock, shares issued	12,495,411
Redeemable convertible preferred stock, shares outstanding	12,495,411
Redeemable convertible preferred stock, aggregate liquidation preference	$ 158,588
Convertible preferred stock, par value		$ 0.001
Convertible preferred stock, shares authorized	11,000,000	11,000,000
Convertible preferred stock, shares issued	810,700	810,700
Convertible preferred stock, shares outstanding	810,700	810,700
Convertible preferred stock, aggregate liquidation preference	$ 11,000	$ 11,000
Common Stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	320,000,000	29,000,000
Common stock, shares issued	1,086,262	1,091,800
Common stock, shares outstanding	1,086,262	1,091,800

Net Loss Per Share

9 Months Ended

Sep. 30, 2023

Earnings Per Share [Abstract]

Net Loss Per Share

12.

Net Loss Per Share

A reconciliation of net loss attributable to common stockholders and the number of shares in the calculation of basic and diluted loss per share was as follows:


	Three months ended September 30,						Nine months ended September 30,
	2023			2022			2023			2022
	(in thousands, except share and per share amounts)
Numerator:
Net loss attributable to common stockholders	$	(35,471	)	$	(12,285	)	$	(66,070	)	$	(27,202	)
Denominator:
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted		748,862			432,835			673,175			343,635
Net loss per share attributable to common stockholders, basic and diluted	$	(47.37	)	$	(28.38	)	$	(98.15	)	$	(79.16	)


	September 30, 2023		September 30, 2022
Redeemable convertible preferred stock, as converted		12,495,411		—
Convertible preferred stock, as converted		—		810,700
2022 Convertible Notes, as converted		—		1,606,124
Outstanding stock options		3,048,512		75,281
Restricted stock awards subject to repurchase		300,914		571,184
Total		15,844,837		3,063,289

Convertible Preferred Stock

9 Months Ended

Sep. 30, 2023

Class of Stock Disclosures [Abstract]

Convertible Preferred Stock

In February 2023, the Company’s existing and new investors executed the Series A Preferred Stock Purchase Agreement (the “Series A Agreement”) pursuant to which the Company is obligated to sell shares of its redeemable convertible preferred stock immediately at execution and through a second and third tranche. In February 2023, the Company received net proceeds of $68.1 million from the issue and sale of 5,072,919 shares of Series A-1 redeemable convertible preferred stock and issued 3,229,851 shares of Series A-2 redeemable convertible preferred stock upon conversion of the 2022 Convertible Notes (see Note 6).

Pursuant to the Series A Agreement, through the second tranche, the Company is obligated to sell 3,381,941 shares of its Series A-1 redeemable convertible preferred stock for $13.57 per share (“Series A-1 Tranche 2”) upon the satisfaction of certain developmental milestones by the end of the third quarter of 2023. Additionally, the Company is obligated to sell 6,341,148 shares of its Series A-1 redeemable convertible preferred stock for $13.57 per share (“Series A-1 Tranche 3”) upon the satisfaction of certain developmental milestones by the middle of the first quarter of 2024. In July 2023, the Company achieved the milestone under the Series A-1 Tranche 2 and issued and sold 3,381,941 shares of its Series A-1 redeemable convertible preferred stock for net proceeds of $45.8 million. In October 2023, the Company issued and sold for 6,341,148 shares of its Series A-1 redeemable convertible preferred stock as a part of the Series A-1 Tranche 3 closing for proceeds of $86.0 million (see Note 13).

On issuance, the Company determined that its obligation to issue additional shares of its Series A-1 redeemable convertible preferred stock in future closings were freestanding instruments in accordance with ASC 480. The Series A-1 Tranche 2 obligation was determined to be an asset as the issuance price was deemed to be in excess of the estimated fair value of the stock on the expected milestone achievement date. Conversely, the Series A-1 Tranche 3 obligation was determined to be a liability as the estimated fair value of the stock on the expected milestone achievement date was deemed to be in excess of the issuance price. Accordingly, the Company recognized $1.8 million and $9.1 million for the fair value of the redeemable convertible preferred stock tranche asset and liability, respectively, on the condensed balance sheet and the remaining proceeds were allocated to the first tranche of Series A-1 redeemable convertible preferred stock. Changes in fair value of redeemable convertible preferred stock tranche asset and liability in subsequent reporting periods are recognized as a component of change in fair value of preferred stock tranche obligations in the condensed statement of operations and comprehensive loss (see Note 3). In connection with the closing of Series A-1 Tranche 2 in July 2023, the fair value of the redeemable convertible preferred stock tranche asset of $1.9 million was reclassified to carrying amount of Series A-1 redeemable convertible preferred stock.

Redeemable convertible preferred stock consisted of the following:


	September 30, 2023
	Shares Authorized		Shares Issued and Outstanding		Original Issuance Price		Liquidation Preference		Carrying Value
	(in thousands, except shares and per share amounts)
Series Seed		11,000,000		810,700	$	13.57	$	11,000	$	9,830
Series A-1		200,760,000		8,454,860	$	13.57		114,720		104,682
Series A-2		43,824,255		3,229,851	$	10.18		32,868		35,576
Total		255,584,255		12,495,411			$	158,588	$	150,088

Convertible preferred stock consisted of the following:


	December 31, 2022
	Shares Authorized		Shares Issued and Outstanding		Original Issuance Price		Liquidation Preference		Carrying Value
	(in thousands, except shares and per share amounts)
Series Seed		11,000,000		810,700	$	13.57	$	11,000	$	10,855
Total		11,000,000		810,700			$	11,000	$	10,855

The holders of redeemable convertible preferred stock have various rights, preferences and privileges as follows:

Voting rights

The holders of redeemable convertible preferred stock shares are entitled to vote on all matters on which the common stockholders are entitled to vote. Each holder of redeemable convertible preferred stock is entitled to the number of votes equal to the number of whole shares of common stock into which the shares held by such holder are convertible. Holders of the shares of Series A-1 redeemable convertible preferred stock, as a separate class, are entitled to elect two directors of the Company. Holders of the shares of Series Seed convertible preferred stock, as a separate class, are entitled to elect (i) prior to the issuance of the third tranche, two directors of the Company and (ii) on or after the issuance of the third tranche, one director of the Company. The holders of common stock are entitled to elect one director and one director will be the Company’s Chief Executive Officer. The remaining two directors will be independent directors that are elected by stockholder vote and must be mutually acceptable to the other directors.

As long as at least 1,909,071 shares of redeemable convertible preferred stock shares remain outstanding, the Company must obtain approval from a majority of the holders of the then outstanding shares of redeemable convertible preferred stock, provided that prior to the issuance of third tranche such approval must include the affirmative vote of the holders of a majority of the outstanding shares of Series A-1 redeemable convertible preferred stock, to alter or change the rights, preferences and privileges of redeemable convertible preferred stock, change the authorized number of redeemable convertible preferred and common stock, create a new class or series of shares having any rights, preferences or privileges superior to or on parity with any outstanding shares of redeemable convertible preferred stock, declare or pay any distribution, merge, consolidate with or implement a reorganization that would result in the transfer of 50% of the voting power of the Company, sell all or substantially all of the Company’s assets, voluntarily dissolve or liquidate the Company, change the authorized number of directors, incur indebtedness greater than $0.3 million and appoint or remove the chief executive officer.

Dividends

The Company’s certificate of incorporation permits the holders of shares of redeemable convertible preferred stock to receive, only when, as and if declared by the Board of Directors, dividends at a rate of 8% of the applicable original issuance price of $13.57 per share for shares of Series Seed and Series A-1 redeemable convertible preferred stock and $10.18 per share for shares of Series A-2 redeemable convertible preferred stock, as adjusted for stock dividend, stock split, combination or other similar recapitalization (the “Original Issue Price”). Such dividend may be received prior and in preference to any declaration or payment of any other dividend (other than dividends on shares of common stock payable in common stock). Such dividends are non-cumulative. The Company shall not declare, pay or set aside any dividends on shares of any other class or series of capital stock of the Company (other than dividends on shares of common stock payable in common stock) unless the holders of redeemable convertible preferred stock then outstanding shall first receive, or simultaneously received, in addition to the 8% dividend noted above, an equal dividend on an as converted basis, if the dividend is declared on common stock or securities convertible in common stock. If the dividend is declared on non-common stock or securities not convertible in common stock, the holders of redeemable convertible preferred stock then outstanding must also receive an equal dividend to the dividend of such class, divided by its issuance price and multiplied by the applicable Original Issue Price, provided that if the Company declares a dividend on the same date on shares on more than one class or series of stock the dividend payable to the redeemable convertible preferred stockholders shall be based on the dividend on the class or series that would result in the highest preferred dividend. No dividends were declared as of December 31, 2022 and September 30, 2023.

Liquidation

In the event of any liquidation, dissolution or winding up of the Company, including a merger or consolidation in which the Company or a subsidiary of the Company is a constituent party and the Company issues its shares as a part of such merger of consolidation, or the sale of substantially all of the assets of the Company, or any other transaction or series of transactions in which more than 50% of the voting power of the Company is disposed of, the holders of redeemable convertible preferred stock will receive in preference to any distribution of assets to the holders of common stock, an amount per share equal to the greater of (i) per share equal the Original Issue Price, plus any declared and unpaid dividends, or (ii) such amount as would have been payable had all shares of the redeemable convertible preferred stock been converted into common stock. If the assets available for distribution are insufficient, then proceeds will be distributed ratably among the holders of redeemable convertible preferred stock in proportion to the full preferential amount that each such holder is entitled to receive. If there are remaining assets of the Company legally available for distribution after the payment of the full liquidation preference of the preferred stock, those remaining assets shall be distributed ratably to the holders of common stock based on the number of shares held by each common stockholder.

Conversion

Each share of redeemable convertible preferred stock is convertible, at the option of the holder, into the number of shares of common stock into which such shares are convertible at the then-effective conversion ratio. The conversion ratio is determined by dividing the applicable Original Issue Price by the then applicable conversion price. The initial conversion price per share is $13.57 for Series Seed preferred stock, $13.57 for Series A-1 preferred stock, and $10.18 for the Series A-2 preferred stock. The initial conversion price is subject to adjustment from time to time. Each share of redeemable convertible preferred stock shall automatically be converted into fully‑paid, non‑assessable shares of common stock at the then‑effective conversion rate for such share (i) immediately prior to the closing of a firm commitment underwritten IPO pursuant to an effective registration statement filed under the Securities Act of 1933, as amended , resulting in at least $50.0 million of gross proceeds and in which the pre-money valuation of the Company is at least $400.0 million and in connection with such offering the common stock is listed for trading on the Nasdaq Stock Market’s National Market or the New York Stock Exchange (ii) immediately prior to the consummation of a transaction by merger, consolidation, share exchange or otherwise in which the pre-money valuation of the Company is at least $400.0 million, with a publicly-traded special purpose acquisition company (a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market or the New York Stock Exchange or another exchange approved by the Board of Directors, or (iii) at the date and time, or occurrence, of an event specified in a vote or written consent of the holders of the majority of the outstanding shares of redeemable convertible preferred stock.

Classification

A liquidation or winding up of the Company, including a merger or consolidation in which the Company or a subsidiary of the Company is a constituent party and the Company issues its shares as a part of such merger of consolidation, or the sale of substantially all of the assets, sales or exclusive license of all or substantially all of the intellectual property of the Company, or any other transaction or series of transactions in which more than 50% of the voting power of the Company is disposed of would constitute a redemption event. As of December 31, 2022, these redemption events were deemed to be within the control of the Company; therefore, in accordance with ASC 480, all shares of Series Seed convertible preferred stock were presented within permanent equity.

Upon closing of the first tranche of shares of Series A-1 redeemable preferred stock and conversion of the 2022 Convertible Notes to shares of Series A-2 redeemable preferred stock on February 7, 2023, the convertible preferred stockholders collectively had the ability to elect a majority of the directors on the Company’s Board of Directors such that a redemption event pursuant to the various rights of shares of the convertible preferred stock was no longer within the control of the Company. In accordance with ASC 480, all shares of Series Seed convertible preferred stock were reclassified from permanent equity to mezzanine equity at fair value, and, on issuance, all shares of Series A-1 and A-2 redeemable convertible preferred stock were classified as mezzanine equity.

The Company has elected not to adjust the carrying values of the redeemable convertible preferred stock to the redemption value of such shares, since it is not probable that a redemption event will occur. Subsequent adjustments to increase the carrying value to the redemption values will be made when it becomes probable that such redemption will occur.

Condensed Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 60,344	$ 1,872
Prepaid expenses and other current assets	3,072	2,055
Total current assets	63,416	3,927
Operating lease right-of-use assets	2,825	2,165
Property and equipment, net	9,150	3,368
Other non-current assets	7,021	783
Total assets	82,412	10,243
Current liabilities:
Accounts payable	7,430	3,483
Accrued clinical and research and development expenses	6,766	1,646
Accrued expenses and other current liabilities	6,777	3,391
Operating lease liabilities, current	2,591	1,006
Redeemable convertible preferred stock tranche liability	17,570
Convertible notes-related party		11,635
Convertible notes		9,619
Derivative liabilities		12,705
Financial commitment liabilities-related party		412
Financial commitment liabilities		240
Total current liabilities	41,134	44,137
Operating lease liabilities, non-current	300	1,092
Other non-current liabilities	225	250
Total liabilities	41,659	45,479
Redeemable convertible preferred stock, $0.001 par value; 255,584,255 shares authorized and 12,495,411 shares issued and outstanding at September 30, 2023, respectively, (aggregate liquidation preference of $158,588 at September 30, 2023)	150,088
Stockholders' deficit:
Convertible preferred stock, $0.001 par value; 11,000,000 shares authorized and 810,700 issued and outstanding at December 31, 2022 (aggregate liquidation preference of $11,000 at December 31, 2022)		1
Common stock, $0.001 par value; 320,000,000 and 29,000,000 shares authorized at September 30, 2023 and December 31, 2022, respectively; 1,086,262 and 1,091,800 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively	1	1
Additional paid-in capital	3,733	11,761
Accumulated deficit	(113,069)	(46,999)
Total stockholders' deficit	(109,335)	(35,236)
Total liabilities, redeemable convertible preferred stock and stockholders' deficit	$ 82,412	$ 10,243

Convertible Preferred Stock - Summary of Convertible Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Class of Stock [Line Items]
Convertible preferred stock, shares authorized	11,000,000	11,000,000
Convertible preferred stock, shares issued	810,700	810,700
Convertible preferred stock, shares outstanding	810,700	810,700
Convertible preferred stock, original issuance price		$ 0.001
Convertible preferred stock, liquidation preference	$ 11,000	$ 11,000
Convertible preferred stock, carrying value	$ 10,855
Series Seed
Class of Stock [Line Items]
Convertible preferred stock, shares authorized	11,000,000
Convertible preferred stock, shares issued	810,700
Convertible preferred stock, shares outstanding	810,700
Convertible preferred stock, original issuance price	$ 13.57
Convertible preferred stock, liquidation preference	$ 11,000
Convertible preferred stock, carrying value	$ 10,855

- Definition

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

+ References

+ Details

Stock-Based Compensation - Summary of Stock Based Compensation Expense (Details) - Restricted Stock Award - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total stock-based compensation expense	$ 1,084	$ 24	$ 1,707	$ 265
General and Administrative
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total stock-based compensation expense	587	9	1,014	209
Research and Development
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total stock-based compensation expense	$ 497	$ 15	$ 693	$ 56

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
-Section 35
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
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Reference 26: http://www.xbrl.org/2003/role/disclosureRef
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Reference 27: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

+ Details

Leases - Schedule of Supplemental Cash Flow and Noncash Information Related to Operating Leases (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Leases [Abstract]
Cash paid for amounts included in the measurement of lease liabilities	$ 1,804	$ 992
Total right-of-use assets capitalized	$ 2,291

Leases

9 Months Ended

Sep. 30, 2023

Leases [Abstract]

Leases

In November 2021, the Company entered into a three-year operating lease for 15,400 square feet of lab and office space in San Mateo, California. The agreement provides for one option to renew for one year which the Company is not reasonably certain to exercise. In February 2023, the operating lease commenced for an additional premises for 15,717 square feet of lab and office space, increasing the total leased premises to 31,117 square feet at the existing San Mateo, California location. The new lease has a term of two years. The Company paid an additional $0.3 million in deposits upon commencement of the new lease which is recorded in other assets on the balance sheet. The Company is a sublessor in two agreements with initial terms of six months for a combined 2,300 square feet of

the Company’s leased premises. The future payments associated with the Company’s operating lease liabilities as of September 30, 2023 were as follows:


	Amount
	(in thousands)
2023 (remaining three months)	$	691
2024		2,404
Total undiscounted lease payments		3,095
Less: imputed interest		(204	)
Total operating lease liabilities	$	2,891

A summary of total lease costs and other information for the periods relating to the Company’s operating leases was as follows:


	Three months ended September 30,						Nine months ended September 30,
	2023			2022			2023			2022
	(in thousands)
Operating lease cost	$	683		$	323		$	1,929		$	959
Variable lease cost		168			78			476			239
Sublease income		(60	)		(120	)		(280	)		(120	)
Total lease cost	$	791		$	281		$	2,125		$	1,078


	September 30, 2023	December 31, 2022
Other information:
Weighted-average remaining lease term (in years)	1.3	1.9
Weighted-average discount rate	11.6%	9.6%

Supplemental cash flow and noncash information related to the Company’s operating leases were as follows:


	Nine months ended September 30,
	2023		2022
	(in thousands)
Cash flows from operating activities:
Cash paid for amounts included in the measurement of lease liabilities	$	1,804	$	992
Right-of-use assets obtained in exchange for lease obligations:
Total right-of-use assets capitalized	$	2,291	$	—

Summary of Significant Accounting Policies	9 Months Ended
Summary of Significant Accounting Policies	Sep. 30, 2023
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies Basis of presentation The Company has prepared the accompanying condensed financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”) and the requirements of the Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by GAAP can be condensed or omitted. The financial statements are presented in U.S. dollars. Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of expenses during the reporting period. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable. Actual results could differ from those estimates and such differences could be material to the financial position and results of operations. Significant estimates and assumptions reflected in these financial statements include, but are not limited to, the accrual of research and development expenses, the fair value of derivative liabilities, the initial fair value of the financial commitment liabilities related to the convertible notes, valuation of the redeemable convertible preferred stock tranche asset and liability, valuation of deferred tax assets, the fair value of equity instruments, equity-based instruments, stock-based compensation, and the determination of the incremental borrowing rate. Unaudited interim condensed financial statements The condensed balance sheet as of September 30, 2023 and the condensed statements of operations and comprehensive loss, redeemable convertible preferred stock and stockholders’ deficit, and cash flows for the nine months ended September 30, 2023 and 2022 are unaudited. These unaudited condensed financial statements have been prepared on the same basis as the Company’s annual financial statements and, in the opinion of management, reflect all adjustments (consisting only of normal recurring adjustments) that are necessary for the fair statement of the Company’s financial position, results of operations and cash flows for the interim periods presented. The condensed results of operations for the nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the full year or for any other future annual or interim period. The condensed balance sheet as of December 31, 2022 included herein was derived from the audited financial statements as of that date. These condensed financial statements should be read in conjunction with the Company’s audited financial statements included in the Company’s prospectus related to its IPO filed pursuant to Rule 424(b)(4) under the Securities Act with the SEC on November 13, 2023. Cash and cash equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less on the date of purchase to be cash equivalents. Cash equivalents primarily consist of money market funds that are stated at fair value. Issuance costs related to equity The Company allocates issuance costs between the individual freestanding instruments identified on a relative fair value basis. Issuance costs associated with the issuance of stock or equity contracts (i.e., redeemable convertible preferred stock) are recorded as a charge against the gross proceeds of the offering. The Company capitalizes certain legal, accounting, and other third-party fees that are directly related to the Company’s equity offering until such offering is consummated. As of September 30, 2023, a total of $2.7 million in deferred offering costs related to the Company’s IPO were classified as other non-current assets in the condensed balance sheet. As of December 31, 2022, there were no deferred issuance costs related to the IPO. The Company closed its IPO on November 14, 2023, accordingly these costs will be recorded in stockholders’ equity as a reduction of the proceeds from the offering subsequent to September 30, 2023. Financial commitment liabilities The Company’s convertible note purchase agreements executed in April 2022 and October 2022 (“2022 Convertible Notes”) included financial commitments to issue additional convertible notes to the noteholders in tranches (see Note 6) that were determined to be freestanding instruments that should be classified as liabilities. The freestanding instruments met the scope exception from derivative accounting. The proceeds of issuance of the first tranche of each of the 2022 Convertible Notes were allocated to the convertible notes and financial commitment liabilities based on their relative fair value at the date of issuance and not subsequently remeasured. The proceeds allocated to the financial commitment liabilities create a discount on the respective convertible note that is amortized as interest expense in the statements of operations and comprehensive loss using the effective interest rate method over the term of the respective convertible note. Upon settlement of each tranche, the respective portion of the financial commitment liabilities is reclassified to the carrying amount of the respective convertible note. Derivative liabilities The 2022 Convertible Notes contain certain embedded redemption features that are not clearly and closely related to the debt host instruments (see Note 6). These features are bifurcated from the host instruments and recorded at fair value on the date of issuance as derivative liabilities in accordance with Accounting Standards Codification (“ASC”) 815-15, Derivatives and Hedging—Embedded Derivatives. The derivative liabilities are remeasured to fair value each reporting period until settlement or extinguishment, with changes in the fair value recorded as a change in fair value of derivative liabilities in the condensed statements of operations and comprehensive loss. Derivative liabilities are classified in the condensed balance sheets as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. Redeemable convertible preferred stock tranche obligations The obligations to issue additional shares of the Company’s Series A-1 redeemable convertible preferred stock in two tranches at a fixed price at future dates were determined to be freestanding financial instruments within the scope of ASC 480, Distinguishing Liabilities From Equity (“ASC 480”). On issuance, the Company recorded the redeemable convertible preferred stock tranche asset and liability on the condensed balance sheet at their respective fair values. These tranche obligations are subject to remeasurement at each balance sheet date, with the net change in fair value recognized as a gain or loss on remeasurement within net change in fair value of redeemable convertible preferred stock tranche obligations in the condensed statements of operations and comprehensive loss until settlement or extinguishment. Recently adopted accounting pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which replaces the existing incurred loss impairment model with an expected credit loss model and requires a financial asset measured at amortized cost to be presented at the net amount expected to be collected. The Company adopted ASU 2016-13 on January 1, 2023, using a modified retrospective approach. The adoption did not have a material impact on the Company’s financial statements. Recently issued accounting pronouncements not yet adopted From time to time, new accounting pronouncements are issued by the FASB or other standard-setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on the accompanying financial statements and disclosures.

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2023
Accounting Policies [Abstract]
Basis of presentation	Basis of presentation The Company has prepared the accompanying condensed financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”) and the requirements of the Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by GAAP can be condensed or omitted. The financial statements are presented in U.S. dollars.
Use of estimates	Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of expenses during the reporting period. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable. Actual results could differ from those estimates and such differences could be material to the financial position and results of operations. Significant estimates and assumptions reflected in these financial statements include, but are not limited to, the accrual of research and development expenses, the fair value of derivative liabilities, the initial fair value of the financial commitment liabilities related to the convertible notes, valuation of the redeemable convertible preferred stock tranche asset and liability, valuation of deferred tax assets, the fair value of equity instruments, equity-based instruments, stock-based compensation, and the determination of the incremental borrowing rate.
Unaudited interim condensed financial statements	Unaudited interim condensed financial statements The condensed balance sheet as of September 30, 2023 and the condensed statements of operations and comprehensive loss, redeemable convertible preferred stock and stockholders’ deficit, and cash flows for the nine months ended September 30, 2023 and 2022 are unaudited. These unaudited condensed financial statements have been prepared on the same basis as the Company’s annual financial statements and, in the opinion of management, reflect all adjustments (consisting only of normal recurring adjustments) that are necessary for the fair statement of the Company’s financial position, results of operations and cash flows for the interim periods presented. The condensed results of operations for the nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the full year or for any other future annual or interim period. The condensed balance sheet as of December 31, 2022 included herein was derived from the audited financial statements as of that date. These condensed financial statements should be read in conjunction with the Company’s audited financial statements included in the Company’s prospectus related to its IPO filed pursuant to Rule 424(b)(4) under the Securities Act with the SEC on November 13, 2023.
Cash and cash equivalents	Cash and cash equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less on the date of purchase to be cash equivalents. Cash equivalents primarily consist of money market funds that are stated at fair value.
Issuance costs related to equity	Issuance costs related to equity The Company allocates issuance costs between the individual freestanding instruments identified on a relative fair value basis. Issuance costs associated with the issuance of stock or equity contracts (i.e., redeemable convertible preferred stock) are recorded as a charge against the gross proceeds of the offering. The Company capitalizes certain legal, accounting, and other third-party fees that are directly related to the Company’s equity offering until such offering is consummated. As of September 30, 2023, a total of $2.7 million in deferred offering costs related to the Company’s IPO were classified as other non-current assets in the condensed balance sheet. As of December 31, 2022, there were no deferred issuance costs related to the IPO. The Company closed its IPO on November 14, 2023, accordingly these costs will be recorded in stockholders’ equity as a reduction of the proceeds from the offering subsequent to September 30, 2023.
Financial commitment liabilities	Financial commitment liabilities The Company’s convertible note purchase agreements executed in April 2022 and October 2022 (“2022 Convertible Notes”) included financial commitments to issue additional convertible notes to the noteholders in tranches (see Note 6) that were determined to be freestanding instruments that should be classified as liabilities. The freestanding instruments met the scope exception from derivative accounting. The proceeds of issuance of the first tranche of each of the 2022 Convertible Notes were allocated to the convertible notes and financial commitment liabilities based on their relative fair value at the date of issuance and not subsequently remeasured. The proceeds allocated to the financial commitment liabilities create a discount on the respective convertible note that is amortized as interest expense in the statements of operations and comprehensive loss using the effective interest rate method over the term of the respective convertible note. Upon settlement of each tranche, the respective portion of the financial commitment liabilities is reclassified to the carrying amount of the respective convertible note.
Derivative liabilities	Derivative liabilities The 2022 Convertible Notes contain certain embedded redemption features that are not clearly and closely related to the debt host instruments (see Note 6). These features are bifurcated from the host instruments and recorded at fair value on the date of issuance as derivative liabilities in accordance with Accounting Standards Codification (“ASC”) 815-15, Derivatives and Hedging—Embedded Derivatives. The derivative liabilities are remeasured to fair value each reporting period until settlement or extinguishment, with changes in the fair value recorded as a change in fair value of derivative liabilities in the condensed statements of operations and comprehensive loss. Derivative liabilities are classified in the condensed balance sheets as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.
Redeemable convertible preferred stock tranche obligations	Redeemable convertible preferred stock tranche obligations The obligations to issue additional shares of the Company’s Series A-1 redeemable convertible preferred stock in two tranches at a fixed price at future dates were determined to be freestanding financial instruments within the scope of ASC 480, Distinguishing Liabilities From Equity (“ASC 480”). On issuance, the Company recorded the redeemable convertible preferred stock tranche asset and liability on the condensed balance sheet at their respective fair values. These tranche obligations are subject to remeasurement at each balance sheet date, with the net change in fair value recognized as a gain or loss on remeasurement within net change in fair value of redeemable convertible preferred stock tranche obligations in the condensed statements of operations and comprehensive loss until settlement or extinguishment.
Recently adopted accounting pronouncements / Recently issued accounting pronouncements not yet adopted	Recently adopted accounting pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which replaces the existing incurred loss impairment model with an expected credit loss model and requires a financial asset measured at amortized cost to be presented at the net amount expected to be collected. The Company adopted ASU 2016-13 on January 1, 2023, using a modified retrospective approach. The adoption did not have a material impact on the Company’s financial statements. Recently issued accounting pronouncements not yet adopted From time to time, new accounting pronouncements are issued by the FASB or other standard-setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on the accompanying financial statements and disclosures.

Leases - Summary of Total Lease Costs and Other Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Leases [Abstract]
Operating lease cost	$ 683	$ 323	$ 1,929	$ 959
Variable lease cost	168	78	476	239
Sublease income	(60)	(120)	(280)	(120)
Total lease cost	$ 791	$ 281	$ 2,125	$ 1,078

Convertible Notes - Additional Information (Details)	1 Months Ended				3 Months Ended				7 Months Ended	9 Months Ended
Convertible Notes - Additional Information (Details)	Feb. 28, 2023 USD ($) $ / shares shares	Jan. 31, 2023 USD ($)	Oct. 31, 2022 USD ($) Tranche	Apr. 30, 2022 USD ($) Tranche	Sep. 30, 2023 USD ($) $ / shares	Mar. 31, 2023 shares	Dec. 31, 2022 USD ($)	Sep. 30, 2022 USD ($)	Oct. 31, 2022 USD ($)	Sep. 30, 2023 USD ($) $ / shares	Sep. 30, 2022 USD ($)	Jan. 31, 2022 USD ($)
Convertible Notes [Line Items]
Derivative liabilities	$ 8,400,000				$ 0		$ 12,705,000			$ 0
Interest expense					$ 0					1,600,000	$ 2,200,000
Loss on extinguishment of convertible notes										$ (2,316,000)
Series A-2 Redeemable Convertible Preferred Stock
Convertible Notes [Line Items]
Preferred stock, convertible, conversion price \| $ / shares	$ 10.18				$ 10.18					$ 10.18
Issuance of redeemable convertible preferred stock upon conversion of convertible notes, shares \| shares	3,229,851					3,229,851
Outstanding principal and accrued interest	$ 32,900,000
Redeemable convertible preferred stock	35,600,000
Interest Expense
Convertible Notes [Line Items]
Interest expense								$ 1,500,000
October 2022 Convertible Notes
Convertible Notes [Line Items]
Number of tranches \| Tranche			3
Payments of debt issuance costs			$ 16,000
Maturity date			Oct. 28, 2023
Proceeds from convertible notes			$ 12,000,000
Fair value of financial commitment liabilities			1,200,000						$ 1,200,000
Carrying value of financial commitment liabilities					$ 700,000					$ 700,000
2022 Convertible Notes
Convertible Notes [Line Items]
Convertible notes, interest rate					6.00%					6.00%
Conversion price \| $ / shares					$ 20.36					$ 20.36
Convertible preferred stock issued at lowest cash price per share										75.00%
Percentage outstanding convertible debt redeemable in cash					200.00%					200.00%
Percentage outstanding interest on convertible debt redeemable in cash										100.00%
Percentage of common stock convertible debt other investors										10.00%
Derivative liabilities												$ 13,600,000
Convertible notes	$ 24,900,000
2022 Convertible Notes \| Minimum
Convertible Notes [Line Items]
Qualified financing amount for conversion of convertible debt										$ 50,000,000
First Two Tranche \| October 2022 Convertible Notes
Convertible Notes [Line Items]
Proceeds from convertible notes							8,500,000
Third Tranche \| October 2022 Convertible Notes
Convertible Notes [Line Items]
Proceeds from convertible notes		$ 3,500,000
Investor [Member] \| Series A-2 Redeemable Convertible Preferred Stock
Convertible Notes [Line Items]
Issuance of redeemable convertible preferred stock upon conversion of convertible notes, shares \| shares	1,833,623
Related Party \| October 2022 Convertible Notes
Convertible Notes [Line Items]
Financial commitment liabilities			700,000						700,000
Related Party \| Three Tranches \| October 2022 Convertible Notes
Convertible Notes [Line Items]
Proceeds from convertible notes			$ 5,400,000
Related Party \| Third Tranche \| October 2022 Convertible Notes
Convertible Notes [Line Items]
Proceeds from convertible notes		$ 2,200,000
April 2022 Convertible Notes
Convertible Notes [Line Items]
Number of tranches \| Tranche				3
Payments of debt issuance costs				$ 100,000
Maturity date				Apr. 26, 2023
Fair value of financial commitment liabilities				$ 700,000
Carrying value of financial commitment liabilities							$ 1,200,000
April 2022 Convertible Notes \| Fourth Tranche
Convertible Notes [Line Items]
Debt instrument, available for issuance				5,000,000
April 2022 Convertible Notes \| Investor [Member]
Convertible Notes [Line Items]
Proceeds from convertible notes				25,000,000
April 2022 Convertible Notes \| Investor [Member] \| Three Tranches
Convertible Notes [Line Items]
Proceeds from convertible notes									$ 20,000,000
April 2022 Convertible Notes \| Related Party
Convertible Notes [Line Items]
Financial commitment liabilities				400,000
April 2022 Convertible Notes \| Related Party \| Three Tranches
Convertible Notes [Line Items]
Proceeds from convertible notes				$ 10,600,000

Condensed Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
Condensed Statements of Cash Flows - USD ($) $ in Thousands	Sep. 30, 2023	Sep. 30, 2022
OPERATING ACTIVITIES
Net loss	$ (66,070)	$ (27,202)
Adjustments to reconcile net loss to net cash used in operating activities:
Loss on extinguishment of convertible notes	2,316
Amortization of operating lease right-of-use assets	1,631	780
Noncash interest expense	1,604	2,234
Net change in fair value of redeemable convertible preferred stock tranche obligations	8,343
Acquired in-process research and development	1,225	1,004
Stock-based compensation expense	1,707	265
Depreciation	960	234
Change in fair value of derivative liabilities	(6,453)	1,186
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(1,017)	(2,753)
Other non-current assets	(3,550)	(455)
Accounts payable	3,297	5,782
Accrued clinical and research and development expenses	5,120	1,002
Accrued expenses and other current liabilities	203	1,015
Operating lease liabilities	(1,498)	(814)
Net cash used in operating activities	(52,182)	(17,722)
INVESTING ACTIVITIES
Purchase of property and equipment	(5,660)	(1,738)
Purchase of in-process research and development	(358)	(520)
Net cash used in investing activities	(6,018)	(2,258)
FINANCING ACTIVITIES
Proceeds from issuance of convertible notes, net of issuance costs - related party	2,212	8,459
Proceeds from issuance of convertible notes, net of issuance costs	1,286	7,503
Proceeds from issuance of convertible preferred stock and tranche commitment, net of issuance costs		5,500
Proceeds from issuance of redeemable convertible preferred stock and tranche obligations, net of issuance costs	113,909
Proceeds from issuance of restricted stock awards		3
Proceeds from exercise of stock options	8
Payment of deferred initial public offering costs	(743)
Net cash provided by financing activities	116,672	21,465
Net increase in cash and cash equivalents	58,472	1,485
Cash and cash equivalents at beginning of period	1,872	41
Cash and cash equivalents at end of period	60,344	1,526
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES
Reclassification of tranche obligation asset to Series A-1 redeemable convertible preferred stock	1,910
Conversion of convertible notes to shares of Series A-2 redeemable convertible preferred stock	35,576
Reclassification of shares of Series Seed redeemable convertible preferred stock to mezzanine equity	9,830
Purchase of property and equipment in accounts payable and accrued expenses and other current liabilities	1,741	1,289
In-process research and development costs in accounts payable, accrued expenses and other current liabilities, and other non-current liabilities	1,250	412
Issuance of shares in exchange for in-process research and development		72
Deferred offering costs related to initial public offering included in accounts payable and accrued expenses and other current liabilities	$ 1,945
Deferred issuance costs for second tranche of Series A-1 redeemable convertible preferred stock in accounts payable and accrued expenses and other current liabilities		$ 19

Fair Value Measurement - Financial Assets and Liabilities Measured on a Recurring Basis (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Feb. 28, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liabilities	$ 0	$ 8,400	$ 12,705
Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market funds	56,790
Total financial assets	56,790
Redeemable convertible preferred stock tranche liability	17,570
Derivative liabilities			12,705
Total financial liabilities	17,570		12,705
Fair Value, Recurring \| Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market funds	56,790
Total financial assets	56,790
Fair Value, Recurring \| Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Redeemable convertible preferred stock tranche liability	17,570
Derivative liabilities			12,705
Total financial liabilities	$ 17,570		$ 12,705

- Definition

+ References

+ Details

Net Loss Per Share - Summary of Potentially Dilutive Shares (Details) - shares	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive potentially dilutive shares excluded from computation of diluted net loss per share	15,844,837	3,063,289
Redeemable Convertible Preferred Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive potentially dilutive shares excluded from computation of diluted net loss per share	12,495,411
Convertible Preferred Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive potentially dilutive shares excluded from computation of diluted net loss per share		810,700
2022 Convertible Notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive potentially dilutive shares excluded from computation of diluted net loss per share		1,606,124
Outstanding Stock Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive potentially dilutive shares excluded from computation of diluted net loss per share	3,048,512	75,281
Restricted Stock Awards Subject to Repurchase
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive potentially dilutive shares excluded from computation of diluted net loss per share	300,914	571,184

License and Research and Development Agreements - Additional Information (Details) - USD ($)	1 Months Ended				3 Months Ended		9 Months Ended		12 Months Ended
	Feb. 28, 2023	Aug. 31, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Research and development expense					$ 22,233,000	$ 8,469,000	$ 48,724,000	$ 20,142,000
Other non-current liabilities					225,000		225,000		$ 250,000
Stanford License Agreement
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Upfront payment		$ 50,000
Issuance of common shares for license, shares		67,605
Issuance of common shares for license, fair value		$ 100,000
Research and development expense		200,000			10,000	$ 200,000	10,000	200,000
Stanford License Agreement \| Maximum
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Annual license maintenance fees		100,000
Milestone payments		600,000
Stanford License Agreement \| Maximum \| Development Milestones
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Milestone payments		4,000,000
Stanford License Agreement \| Maximum \| Sales Milestones
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Milestone payments		$ 7,500,000
Oxford License and Supply Agreement
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Upfront license fee			$ 200,000
Oxford License and Supply Agreement \| Development Milestones
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Research and development expense					300,000		300,000	200,000
Oxford License and Supply Agreement \| Regulatory Milestones
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Milestone payments			1,000,000
Oxford License and Supply Agreement \| Commercial Milestones
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Milestone payments			8,000,000
Oxford License and Supply Agreement \| Research and Development
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Upfront license fee			200,000
Oxford License and Supply Agreement \| Maximum \| Development Milestones
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Milestone payments			$ 300,000
2022 NCI License Agreement
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Non-refundable license fee				$ 600,000			100,000		200,000
Remaining balance of non refundable license fee							$ 300,000
Accrued non refundable license fee				400,000
Minimum payment on sale, transfer or lease of PRV				5,000,000
Termination and expiration clause							NCI may terminate or modify the 2022 NCI License Agreement in the event of an uncured material breach, including, but not limited to, if the Company does not meet certain milestones by certain dates, or upon certain insolvency events that remain uncured following the date that is 90 days following written notice of such breach or insolvency event. The Company may terminate the license, or any portion thereof, at its sole discretion at any time upon 60 days written notice to NCI.
2022 NCI License Agreement \| Accrued Expenses and Other Current Liabilities Member
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Accrued non-refundable upfront fees					100,000		$ 100,000		100,000
2022 NCI License Agreement \| Other Noncurrent Liabilities
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Accrued non-refundable upfront fees					100,000		100,000		$ 300,000
2022 NCI License Agreement \| Research and Development
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Non-refundable license fee				600,000
2022 NCI License Agreement \| Minimum Annual Royalty
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Research and development expense					500,000		$ 600,000
2022 NCI License Agreement \| Non-refundable License Fee
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Research and development expense								$ 600,000
2022 NCI License Agreement \| Maximum \| Development Milestones
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Milestone payments				1,800,000
2022 NCI License Agreement \| Maximum \| Regulatory Milestones
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Milestone payments				200,000
2022 NCI License Agreement \| Maximum \| Sales Milestones
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Milestone payments				16,000,000
2022 NCI License Agreement \| Minimum
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Minimum annual royalty payments				50,000
Minimum payment on submission of PRV				$ 500,000
2023 NCI License Agreement
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Minimum payment on sale, transfer or lease of PRV	$ 5,000,000
Termination and expiration clause							Unless earlier terminated, the 2023 NCI License Agreement will expire upon the expiration of the last to expire licensed patent right. NCI may terminate or modify the 2023 NCI License Agreement in the event of an uncured material breach, including, but not limited to, if the Company does not meet certain milestones by certain dates, or upon certain insolvency events that remain uncured following the date that is 90 days following written notice of such breach or insolvency event. The Company may terminate the license, or any portion thereof, at its sole discretion at any time upon 60 days written notice to NCI.
Non-refundable license fee	300,000
Payment of reimburse in expense incurred on patent	100,000
Other non-current liabilities					$ 100,000		$ 100,000
2023 NCI License Agreement \| Research and Development
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Non-refundable license fee	400,000
2023 NCI License Agreement \| Minimum Annual Royalty
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Research and development expense							$ 300,000
2023 NCI License Agreement \| Maximum \| Development Milestones
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Milestone payments	1,700,000
2023 NCI License Agreement \| Maximum \| Regulatory Milestones
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Milestone payments	100,000
2023 NCI License Agreement \| Maximum \| Sales Milestones
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Milestone payments	16,000,000
2023 NCI License Agreement \| Minimum
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Minimum annual royalty payments	50,000
Minimum payment on submission of PRV	$ 500,000
Stanford University \| Stanford License Agreement
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Issuance of common shares for license, shares		22,317
Non-profit Organizations \| Stanford License Agreement
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Issuance of common shares for license, shares		27,100
Stanford University Inventors \| Stanford License Agreement
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Issuance of common shares for license, shares		18,188

Subsequent Events

9 Months Ended

Sep. 30, 2023

Subsequent Events [Abstract]

Subsequent Events

13.

Subsequent Events

Series A redeemable convertible preferred stock financing

In October 2023, the Company issued and sold 6,341,148 shares of its Series A-1 redeemable convertible preferred stock for net proceeds of approximately $86.0 million under its obligation for Series A-1 Tranche 3 pursuant to the Series A Agreement (see Note 7).

Reverse Stock Split

On November 1, 2023, the Company’s Board of Directors approved an amended and restated certificate of incorporation to effect a reverse split of shares of the Company’s common stock and redeemable convertible preferred stock on a 13.5685-for-1 basis which was effected on November 3, 2023. The par value and authorized number of shares of common stock and redeemable convertible preferred stock were not adjusted as a result of the Reverse Stock Split. All share data and per share data amounts for all periods presented in the condensed financial statements and notes thereto have been retrospectively adjusted to reflect the effect of the Reverse Stock Split.

Initial Public Offering

On November 14, 2023, the Company closed its initial public offering, pursuant to which it issued and sold an aggregate of 18,750,000 shares of its common stock at a public offering price of $15.00 per share and on November 21, 2023, the Company issued and sold 2,512,181 additional shares of its common stock to the underwriters of the IPO pursuant to the partial exercise of their option to purchase additional shares. The Company received net proceeds of approximately $291.3 million, after deducting underwriting discounts, commissions and offering expenses. Upon the closing of the IPO, the Company’s outstanding redeemable convertible preferred stock automatically converted into 18,836,559 shares of common stock. Converted redeemable convertible preferred stock outstanding as of the date of IPO consisted of 12,495,411 shares that were outstanding as of September 30, 2023 (see Note 7) and 6,341,148 shares that were issued in October 2023.

In connection with the completion of its IPO, on November 14, 2023, the Company’s certificate of incorporation was amended and restated to authorize 500,000,000 shares of common stock, par value $0.001 per share and 50,000,000 shares of preferred stock, par value of $0.001 per share with terms to be set by the Board of Directors.

Lease

In December 2023, the Company entered into a lease for 99,557 square feet of lab and office space in San Carlos, California. The lease is expected to commence in January 2024. The lease has an initial term through March 31, 2031 and provides options to renew the lease for two additional three year terms. The total undiscounted lease payments related to the initial term of the lease are $45.7 million, of which no payments are due within 12 months.

Stock-Based Compensation - Summary of Estimated Grant Date Fair Value of Awards (Details) - Stock Options and Restricted Stock Awards	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected volatility, Minimum	84.60%	84.60%
Expected volatility, Maximum	87.20%	89.80%
Risk-free interest rate, Minimum	3.20%	0.40%
Risk-free interest rate, Maximum	4.60%	3.20%
Minimum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected term (in years)	1 year 3 months 18 days	2 years 9 months 18 days
Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected term (in years)	6 years 4 months 24 days	6 years 1 month 6 days

- Definition

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

+ References

+ Details

Balance Sheet Components - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property and equipment at cost	$ 10,531	$ 3,789
Less: accumulated depreciation	(1,381)	(421)
Property and equipment, net	9,150	3,368
Furniture and Equipment
Property, Plant and Equipment [Line Items]
Property and equipment at cost	10,417	2,793
Leasehold Improvements
Property, Plant and Equipment [Line Items]
Property and equipment at cost	112	105
Construction in Progress
Property, Plant and Equipment [Line Items]
Property and equipment at cost	$ 2	$ 891

Subsequent Events - Additional Information (Details)				1 Months Ended		3 Months Ended		9 Months Ended
Subsequent Events - Additional Information (Details)	Nov. 21, 2023 USD ($) shares	Nov. 14, 2023 $ / shares shares	Nov. 03, 2023	Dec. 31, 2023 USD ($) ft² LeaseRenewal	Oct. 31, 2023 USD ($) shares	Sep. 30, 2023 USD ($) ft² $ / shares shares	Mar. 31, 2023 shares	Sep. 30, 2023 USD ($) ft² $ / shares shares	Feb. 28, 2023 ft² shares	Dec. 31, 2022 $ / shares shares	Nov. 30, 2021 ft²
Subsequent Event [Line Items]
Number of options granted to purchase common stock								3,230,713
Option granted \| $ / shares								$ 6.66
Stockholders' equity, reverse stock split								13.5685-for-1 basis
Redeemable convertible preferred stock, shares outstanding		0				12,495,411		12,495,411
Common Stock, Shares Authorized						320,000,000		320,000,000	320,000,000	29,000,000
Common Stock, Par or Stated Value Per Share \| $ / shares						$ 0.001		$ 0.001		$ 0.001
Preferred Stock, Shares Authorized						11,000,000		11,000,000		11,000,000
Preferred Stock, Par or Stated Value Per Share \| $ / shares										$ 0.001
Lease space \| ft²						31,117		31,117	15,717		15,400
Total undiscounted lease payments \| $						$ 3,095,000		$ 3,095,000
Lessee, Operating Lease, Existence of Option to Extend [true false]								true
Lease renewal term											1 year
Payments due within 12 months \| $						$ 2,404,000		$ 2,404,000
Initial Public Offering
Subsequent Event [Line Items]
Redeemable convertible preferred stock, shares outstanding						12,495,411		12,495,411
Series A-1 Redeemable Convertible Preferred Stock
Subsequent Event [Line Items]
Issuance of redeemable convertible preferred stock, shares						3,381,941	5,072,919
Subsequent Events
Subsequent Event [Line Items]
Shares issued (in shares)					6,341,148
Stockholders' equity, reverse stock split			13.5685-for-1 basis
Aggregate shares issued at public offering		18,750,000
Public offering price of shares \| $ / shares		$ 15
Shares converted (in shares)		18,836,559
Common Stock, Shares Authorized		500,000,000
Common Stock, Par or Stated Value Per Share \| $ / shares		$ 0.001
Preferred Stock, Shares Authorized		50,000,000
Preferred Stock, Par or Stated Value Per Share \| $ / shares		$ 0.001
Lease space \| ft²				99,557
Total undiscounted lease payments \| $				$ 45,700,000
Lessee, Operating Lease, Existence of Option to Extend [true false]				true
Number of lease renewables \| LeaseRenewal				2
Lease renewal term				3 years
Payments due within 12 months \| $				$ 0
Subsequent Events \| Initial Public Offering
Subsequent Event [Line Items]
Shares issued (in shares)					6,341,148
Aggregate shares issued at public offering		18,750,000
Additional shares issued to underwriters of IPO	2,512,181
Public offering price of shares \| $ / shares		$ 15
Net proceeds from issuance of initial public offering \| $	$ 291,300,000
Shares converted (in shares)		18,836,559
Common Stock, Shares Authorized		500,000,000
Common Stock, Par or Stated Value Per Share \| $ / shares		$ 0.001
Preferred Stock, Shares Authorized		50,000,000
Preferred Stock, Par or Stated Value Per Share \| $ / shares		$ 0.001
Subsequent Events \| Series A-1 Redeemable Convertible Preferred Stock
Subsequent Event [Line Items]
Shares issued (in shares)					6,341,148
Proceeds from the issue and sale of redeemable convertible preferred stock \| $					$ 86,000,000

Fair Value Measurement - Summary of Changes in Fair Value of Redeemable Convertible Preferred Stock Tranche (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2023 USD ($)
Redeemable Convertible Preferred Stock Tranche Liability
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Balance, Start	$ 0
Initial recognition	(9,105)
Change in fair value	(8,465)
Balance, End	(17,570)
Redeemable Convertible Preferred Stock Tranche Asset
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Balance, Start	0
Initial recognition	1,788
Change in fair value	122
Settlement	(1,910)
Balance, End	$ 0

Stock-Based Compensation - Additional Information (Details) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Option granted	$ 6.66
Unrecognized compensation expense	$ 100,000
Unrecognized stock-based compensation expense, weighted average period of recognition	2 years 6 months
Restricted stock award description	The restricted stock awards are subject to the repurchase right upon termination of services at a repurchase price lower of (i) the fair market value on the date of repurchase or (ii) their original purchase price no later than nine months after such termination. Shares purchased by employees pursuant to restricted stock awards are not deemed, for accounting purposes, to be issued until those shares vest according to their respective vesting schedules
Share repurchase liability	$ 100,000		$ 200,000
2021 Stock Option and Grant Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares authorized for issuance	3,618,904		393,268
Stock Options
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Aggregate intrinsic value option exercised	$ 46,000	$ 0
Weighted-average grant-date per share fair value of options	$ 0.79	$ 5.17
Unrecognized compensation expense	$ 13,500,000
Unrecognized stock-based compensation expense, weighted average period of recognition	3 years 4 months 24 days

Fair Value Measurement - Additional Information (Details) $ in Millions	9 Months Ended
	Sep. 30, 2023 USD ($)
Stay-Private Scenario
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Probability weighted percentage	30.00%
IPO Scenario
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Probability weighted percentage	70.00%
Estimated value of redeemable convertible preferred stock	$ 380.0
Duration of early IPO exit	1 month 6 days
Duration of late IPO exit	4 months 24 days

Leases - Summary of Weighted-average Remaining Lease Term and Discount Rate (Details)	Sep. 30, 2023	Dec. 31, 2022
Leases [Abstract]
Weighted-average remaining lease term (in years)	1 year 3 months 18 days	1 year 10 months 24 days
Weighted-average discount rate	11.60%	9.60%