0000950170-23-058829 | 10-Q | XBRL Viewer

Helio Vision Acquisition	9 Months Ended
Sep. 30, 2023
Business Combinations [Abstract]
Helio Vision Acquisition	3. Helio Vision Acquisition On January 28, 2019 (Closing Date), the Company acquired Helio Vision, Inc. (Helio). As a result of the acquisition, the Company initially issued an aggregate of 1,160,444 shares of common stock to the former securityholders and an advisor of Helio. The founders of Helio were issued 568,627 shares and non-founders were issued 591,817 shares. The Helio founders’ shares were subject to vesting based on continued service to the Company through January 28, 2022. The Company recognized the expense associated with the founders’ restricted shares as research and development compensation expense on a straight-line basis as the shares vested over the three-year period. For the nine months ended September 30, 2022 the Company recorded $0.1 million, of research and development compensation expense, for the founders’ restricted shares. There are no further obligations related to founders’ restricted shares. In January 2021, pursuant to the terms of the acquisition agreement, the Company issued 246,562 shares of its common stock to the former securityholders of Helio (January Shares). In addition, the Company, subject to the conditions of the acquisition agreement, is contingently obligated to make additional payments to the former securityholders of Helio as follows: (a) $10.0 million of common stock following approval by the FDA of an NDA for the prevention and/or treatment of proliferative vitreoretinopathy or a substantially similar label prior to the 10th anniversary of the Closing Date; and (b) $2.5 million of common stock following FDA approval of an NDA for an indication (other than proliferative vitreoretinopathy or a substantially similar label) prior to the 12th anniversary of the Closing Date (the shares of common stock issuable pursuant to the preceding clauses (a) and (b) are referred to herein as the Milestone Shares), provided that in no event shall the Company be obligated to issue more than an aggregate of 5,248,885 shares of common stock in connection with the Helio acquisition. Additionally, in the event of certain change of control or divestitures by the Company, certain former convertible noteholders of Helio will be entitled to a tax gross-up payment in an amount not to exceed $1.0 million in the aggregate. The Company determined that liability accounting is not required for the Milestone Shares under FASB ASC Topic 480, Distinguishing Liabilities from Equity (ASC 480). The Company also determined that the Milestone Shares meet the scope exception as a derivative under FASB ASC Topic 815, Derivatives and Hedging (ASC 815), from inception of the Milestone Shares through September 30, 2023. Accordingly, the Milestone Shares are evaluated under FASB ASC Topic 450, Contingencies (ASC 450) and the Company will record a liability related to the Milestone Shares if the milestones are achieved, and the obligation to issue the Milestone Shares becomes probable. At such time, the Company will record the cost of the Milestone Shares issued to the Helio founders as a compensation expense and to the Helio non-founders as an in-process research and development (IPR&D) expense if there is no alternative future use. At December 31, 2020, the issuance of the January Shares was considered probable and $2.5 million was accrued as contingent consideration payable in stock and the Company recorded $1.8 million to IPR&D (Milestone IPR&D), which included a $0.5 million income tax benefit, and $1.2 million of compensation expense related to the January Shares, which amounted to 246,562 shares and were issued during the quarter ended March 31, 2021. No other milestones related to the remaining Milestone Shares are considered probable of being achieved as of September 30, 2023.

Helio Vision Acquisition

9 Months Ended

Sep. 30, 2023

On January 28, 2019 (Closing Date), the Company acquired Helio Vision, Inc. (Helio). As a result of the acquisition, the Company initially issued an aggregate of 1,160,444 shares of common stock to the former securityholders and an advisor of Helio. The founders of Helio were issued 568,627 shares and non-founders were issued 591,817 shares. The Helio founders’ shares were subject to vesting based on continued service to the Company through January 28, 2022. The Company recognized the expense associated with the founders’ restricted shares as research and development compensation expense on a straight-line basis as the shares vested over the three-year period. For the nine months ended September 30, 2022 the Company recorded $0.1 million, of research and development compensation expense, for the founders’ restricted shares. There are no further obligations related to founders’ restricted shares.

In January 2021, pursuant to the terms of the acquisition agreement, the Company issued 246,562 shares of its common stock to the former securityholders of Helio (January Shares). In addition, the Company, subject to the conditions of the acquisition agreement, is contingently obligated to make additional payments to the former securityholders of Helio as follows: (a) $10.0 million of common stock following approval by the FDA of an NDA for the prevention and/or treatment of proliferative vitreoretinopathy or a substantially similar label prior to the 10th anniversary of the Closing Date; and (b) $2.5 million of common stock following FDA approval of an NDA for an indication (other than proliferative vitreoretinopathy or a substantially similar label) prior to the 12th anniversary of the Closing Date (the shares of common stock issuable pursuant to the preceding clauses (a) and (b) are referred to herein as the Milestone Shares), provided that in no event shall the Company be obligated to issue more than an aggregate of 5,248,885 shares of common stock in connection with the Helio acquisition. Additionally, in the event of certain change of control or divestitures by the Company, certain former convertible noteholders of Helio will be entitled to a tax gross-up payment in an amount not to exceed $1.0 million in the aggregate.

The Company determined that liability accounting is not required for the Milestone Shares under FASB ASC Topic 480, Distinguishing Liabilities from Equity (ASC 480). The Company also determined that the Milestone Shares meet the scope exception as a derivative under FASB ASC Topic 815, Derivatives and Hedging (ASC 815), from inception of the Milestone Shares through September 30, 2023. Accordingly, the Milestone Shares are evaluated under FASB ASC Topic 450, Contingencies (ASC 450) and the Company will record a liability related to the Milestone Shares if the milestones are achieved, and the obligation to issue the Milestone Shares becomes probable. At such time, the Company will record the cost of the Milestone Shares issued to the Helio founders as a compensation expense and to the Helio non-founders as an in-process research and development (IPR&D) expense if there is no alternative future use. At December 31, 2020, the issuance of the January Shares was considered probable and $2.5 million was accrued as contingent consideration payable in stock and the Company recorded $1.8 million to IPR&D (Milestone IPR&D), which included a $0.5 million income tax benefit, and $1.2 million of compensation expense related to the January Shares, which amounted to 246,562 shares and were issued during the quarter ended March 31, 2021. No other milestones related to the remaining Milestone Shares are considered probable of being achieved as of September 30, 2023.

Stock-Based Compensation - Summary of Activity Relating to Restricted Stock Units (Detail) - Restricted Stock Units (RSUs) [Member]	9 Months Ended
	Sep. 30, 2023 UsDollarsShare $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding at December 31, 2022	1,184,603
Granted	238,750
Exercised/Released	(3,316)
Cancelled / Forfeited	(19,896)
Vested	(373,868)
Outstanding at September 30, 2023	1,026,273
Weighted Average Grant Date Fair Value, Beginning Balance \| $ / shares	$ 4.95
Weighted-Average Grant Date Fair Value, Granted \| $ / shares	$ 6.76
Weighted-Average Grant Date Fair Value, Exercised/Released \| UsDollarsShare	4.72
Weighted-Average Grant Date Fair Value, Cancelled / Forfeited \| $ / shares	$ 4.72
Weighted-Average Grant Date Fair Value, Vested \| $ / shares	5.3
Weighted Average Grant Date Fair Value, Ending Balance \| $ / shares	$ 5.25

Credit Facility - Additional Information (Detail) - USD ($)			9 Months Ended
	Dec. 22, 2022	Apr. 20, 2021	Sep. 30, 2023	Dec. 31, 2022
Line Of Credit Facility [Line Items]
Long-Term Debt				$ 16,335,000
Hercules Credit Facility [Member]
Line Of Credit Facility [Line Items]
Credit facility amount		$ 35,000,000	$ 60,000,000
Debt instrument annual interest rate			9.10%
Interest payment period			May 01, 2021
Interest payment extension period			May 01, 2023
Long-Term Debt, Description	extended the maturity date from October 1, 2023 to October 1, 2024 (Maturity Date); (iii) extended the availability of the Fourth Loan Tranche commitment of $20 million from May 1, 2023 to May 1, 2024
Commitment charge			$ 25,000
Transaction costs			273,186
Credit facility fee			$ 375,000
Credit facility, interest rate			14.20%
Credit facility prepayment fee percentage	0.75%		0.75%
Credit facility prepayment fee percentage, thereafter			0.00%
Long-Term Debt, Percentage Bearing Variable Interest, Percentage Rate	0.00%
Loan funded prior to the date of amendment			$ 15,000,000
Supplemental End Of Term Charge	$ 292,500
Existing End Of Term Charge	1,042,500
Hercules Credit Facility [Member] \| Maximum [Member]
Line Of Credit Facility [Line Items]
Loan agreement right to purchase aggregate amount of equity securities			$ 2,000,000
Hercules Credit Facility [Member] \| Prime Rate [Member]
Line Of Credit Facility [Line Items]
Debt instrument variable annual interest rate			3.10%
Hercules Credit Facility [Member] \| Term Loan Advance One [Member]
Line Of Credit Facility [Line Items]
Credit facility amount			$ 5,000,000
Hercules Credit Facility [Member] \| Term Loan Advance Four [Member]
Line Of Credit Facility [Line Items]
Long-Term Debt	$ 20,000,000		15,000,000
Hercules Credit Facility [Member] \| Term Loan Advance Five [Member]
Line Of Credit Facility [Line Items]
Long-Term Debt		10,000,000	$ 10,000,000
Debt instrument, increase amount		$ 20,000,000

Cash, Cash Equivalents and Marketable Securities

9 Months Ended

Sep. 30, 2023

Cash and Cash Equivalents [Abstract]

Cash, Cash Equivalents and Marketable Securities

CASH, CASH EQUIVALENTS, AND MARKETABLE SECURITIES

At September 30, 2023, cash and cash equivalents were comprised of:


	Carrying Amount		Unrecognized Gain		Unrecognized Loss		Estimated Fair Value		Cash and Cash Equivalents		Current Marketable Securities
Cash	$	96,803,484	$	—	$	—	$	96,803,484	$	96,803,484	$	—
Money market funds		46,531,404		—		—	$	46,531,404		46,531,404		—
Total cash and cash equivalents	$	143,334,888	$	—	$	—	$	143,334,888	$	143,334,888	$	—

There were no marketable securities held at September 30, 2023.

At December 31, 2022, cash, cash equivalents, and marketable securities were comprised of:


	Carrying Amount		Unrecognized Gain		Unrecognized Loss			Estimated Fair Value		Cash and Cash Equivalents		Current Marketable Securities
Cash	$	135,151,081	$	—	$	—		$	135,151,081	$	135,151,081	$	—
Money market funds		9,268,283		—		—			9,268,283		9,268,283		—
Total cash and cash equivalents	$	144,419,364	$	—	$	—		$	144,419,364	$	144,419,364		—

U.S. government agency securities		29,985,458		—		(103,938	)		29,881,520		—		29,881,520
Available for sale (1)		29,985,458		—		(103,938	)		29,881,520		—		29,881,520
Total cash, cash equivalents, and current marketable securities										$	144,419,364	$	29,881,520

(1)

Available for sale securities are reported at fair value with unrealized gains and losses reported net of taxes, if material, in other comprehensive income.

The contractual maturities of all available for sale securities were less than one year at December 31, 2022.

Basis of Presentation

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Basis of Presentation

BASIS OF PRESENTATION

The accompanying interim condensed consolidated financial statements and related disclosures are unaudited and have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and the instructions to Form 10-Q and Regulation S-X. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the Company’s audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, which was filed with the Securities and Exchange Commission on March 9, 2023 (2022 Form 10-K).

The financial information as of September 30, 2023, and the three and nine months ended September 30, 2023 and 2022, respectively, is unaudited. In the opinion of management, all adjustments, consisting only of normal recurring adjustments considered necessary for the fair presentation of financial position, results of operations, and cash flows at the dates and for the periods presented, have been included. The balance sheet data as of December 31, 2022 was derived from audited consolidated financial statements. The results of the Company’s operations for any interim periods are not necessarily indicative of the results that may be expected for any other interim period or for a full fiscal year.

Based on its current operating plan, which excludes any potential revenue of reproxalap and any impact of the Option Agreement or the potential exercise of the Option (each as defined and further discussed in Note 15), the Company believes that its cash and cash equivalents as of September 30, 2023, will be sufficient to fund the Company's currently projected operating expenses into the first quarter of 2025, including the initial commercialization and launch plans for reproxalap if approved during the second half of 2023; and continued early and late-stage development of our product candidates in ocular and systemic immune-mediated diseases. The Company’s assessment of its liquidity and capital resources includes an estimate of the financial impacts of these changes. The Company has based its projections of operating capital requirements on its current operating plan, which includes several assumptions that may prove to be incorrect, and the Company may use all of its available capital resources sooner than the Company expects. The Company will need to secure additional funding in the future, from one or more equity or debt financings, collaborations, or other sources, in order to carry out all of the Company’s planned research and development activities and regulatory activities; commence or continue ongoing commercialization activities, including manufacturing, sales, marketing and distribution, for any of our product candidates for which the Company may receive marketing approval; or conduct any substantial, additional development requirements requested by the Food and Drug Administration (FDA). Additional funding may not be available to the Company on acceptable terms, or at all. If the Company is unable to secure additional funding, it could be forced to delay, reduce or eliminate its research and development programs and its reproxalap commercialization efforts.

Curtailment of operations would cause significant delays in the Company’s efforts to develop and introduce its products to market, which is critical to the realization of its business plan and the future operations of the Company.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions, including fair value estimates for investments that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of expenses during the reporting periods. The Company’s management evaluates its estimates and assumptions on an ongoing basis. Management’s most significant estimates in the Company’s condensed consolidated financial statements include, but are not limited to, clinical trial accruals, deferred and accrued research and development costs, stock-based compensation, and accounting for income taxes and related valuation allowance. Although these estimates and

assumptions are based on the Company’s knowledge of current events and actions it may undertake in the future, actual results may ultimately materially differ from these estimates and assumptions.

Summary of Significant Accounting Policies

There were no changes to significant accounting policies during the nine months ended September 30, 2023, as compared to those identified in the 2022 Form 10-K.

Recent Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13). ASU 2016-13 requires that credit losses be reported as an allowance using an expected losses model, representing the entity’s current estimate of credit losses expected to be incurred. The accounting guidance currently in effect is based on an incurred loss model. For available-for-sale debt securities with unrealized losses, this standard now requires allowances to be recorded instead of reducing the amortized cost of the investment. The amendments under ASU 2016-13 were effective for interim and annual fiscal periods beginning after December 15, 2022. The Company adopted this standard as of January 1, 2023, and there was no material impact to the Company's financial statements.

Credit Facility - Schedule of Long-Term Debt (Detail) (Parenthetical) (Details)	Oct. 02, 2023 USD ($)
Subsequent Event [Member]
Subsequent Event [Line Items]
Long term debt charge	$ 1,042,500

Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($)	Total	Common Stock [Member]	Common Stock [Member] Helio Vision Inc [Member] Founders [Member]	Additional Paid-in Capital [Member]	Additional Paid-in Capital [Member] Helio Vision Inc [Member] Founders [Member]	Accumulated Other Comprehensive Income (Loss), Net of Tax [Member]	Accumulated Deficit [Member]
Beginning Balance at Dec. 31, 2021	$ 205,735,523	$ 58,081		$ 500,369,444			$ (294,692,002)
Beginning Balance, Shares at Dec. 31, 2021		58,081,215
Stock-based compensation	4,646,241			4,646,241
Release of restrictions on Helio founders shares			$ 11		$ (11)
Release of restrictions on Helio founders' shares, Shares			10,890
Issuance of common stock, exercise of stock options	1,123,427	$ 237		1,123,190
Issuance of common stock, exercise of stock options, shares		236,962
Issuance of common stock, employee stock purchase plan	96,665	$ 29		96,636
Issuance of common stock, employee stock purchase plan, Shares		28,485
Issuance of common stock, vested restricted stock awards		$ 202		(202)
Issuance of common stock, vested restricted stock awards, Shares		202,526
Other comprehensive loss	(285,733)					$ (285,733)
Net loss	(49,122,474)						(49,122,474)
Ending Balance at Sep. 30, 2022	162,193,649	$ 58,560		506,235,298		(285,733)	(343,814,476)
Ending Balance, Shares at Sep. 30, 2022		58,560,078
Beginning Balance at Jun. 30, 2022	174,029,008	$ 58,301		503,517,715		(285,763)	(329,261,245)
Beginning Balance, Shares at Jun. 30, 2022		58,301,491
Stock-based compensation	1,521,074			1,521,074
Issuance of common stock, employee stock purchase plan, Shares		21,625
Issuance of common stock, exercise of stock options	1,123,427	$ 237		1,123,190
Issuance of common stock, exercise of stock options, shares		236,962
Issuance of common stock, employee stock purchase plan	73,341	$ 22		73,319
Other comprehensive loss	30					30
Net loss	(14,553,231)						(14,553,231)
Ending Balance at Sep. 30, 2022	162,193,649	$ 58,560		506,235,298		(285,733)	(343,814,476)
Ending Balance, Shares at Sep. 30, 2022		58,560,078
Beginning Balance at Dec. 31, 2022	151,008,029	$ 58,560		507,770,045		(103,938)	(356,716,638)
Beginning Balance, Shares at Dec. 31, 2022		58,560,078
Stock-based compensation	4,943,228			4,943,228
Issuance of common stock, exercise of stock options	$ 163,941	$ 298		163,643
Issuance of common stock, exercise of stock options, shares	297,703	297,703
Issuance of common stock, employee stock purchase plan	$ 111,102	$ 26		111,076
Issuance of common stock, employee stock purchase plan, Shares		26,168
Issuance of common stock, vested restricted stock awards		$ 377		(377)
Issuance of common stock, vested restricted stock awards, Shares		377,184
Common stock withheld for tax obligations on option exercise , Shares	(73,807)	(73,807)
Common stock withheld for tax obligations on option exercise	$ (532,951)	$ (74)		(532,877)
Other comprehensive loss	103,938					$ 103,938
Net loss	(32,789,548)						(32,789,548)
Ending Balance at Sep. 30, 2023	123,007,739	$ 59,187		512,454,738			(389,506,186)
Ending Balance, Shares at Sep. 30, 2023		59,187,326
Beginning Balance at Jun. 30, 2023	129,883,199	$ 58,801		511,143,713			(381,319,315)
Beginning Balance, Shares at Jun. 30, 2023		58,801,207
Stock-based compensation	1,627,170			1,627,170
Issuance of common stock, exercise of stock options	158,648	$ 288		158,360
Issuance of common stock, exercise of stock options, shares		288,099
Issuance of common stock, employee stock purchase plan	58,544	$ 10		58,534
Issuance of common stock, employee stock purchase plan, Shares		9,896
Issuance of common stock, vested restricted stock awards		$ 162		(162)
Issuance of common stock, vested restricted stock awards, Shares		161,931
Common stock withheld for tax obligations on option exercise , Shares		(73,807)
Common stock withheld for tax obligations on option exercise	(532,951)	$ 74		(532,877)
Net loss	(8,186,871)						(8,186,871)
Ending Balance at Sep. 30, 2023	$ 123,007,739	$ 59,187		$ 512,454,738			$ (389,506,186)
Ending Balance, Shares at Sep. 30, 2023		59,187,326

Net Loss Per Share

9 Months Ended

Sep. 30, 2023

Earnings Per Share [Abstract]

Net Loss Per Share

NET LOSS PER SHARE

For the three and nine months ended September 30, 2023 and 2022, diluted weighted average common shares outstanding is equal to basic weighted average common shares due to the Company’s net loss position.

The following potentially dilutive securities outstanding have been excluded from the computation of diluted weighted-average shares outstanding, because such securities had an antidilutive impact:


	For the Three and Nine Months Ended September 30,
	2023		2022
Options to purchase common stock		6,174,419		5,403,982
Nonvested restricted stock units		1,026,273		1,184,603
Total of common stock equivalents		7,200,692		6,588,585

Fair Value Measurements

9 Months Ended

Sep. 30, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

FAIR VALUE MEASUREMENTS

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value are performed in a manner to maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820, Fair Value Measurements, establishes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value, which are the following:

Level 1 – Quoted prices in active markets that are accessible at the market date for identical unrestricted assets or liabilities.

Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs for which all significant inputs 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.

There were no liabilities measured at fair value at September 30, 2023 or December 31, 2022.

Money market funds included in cash and cash equivalents in the consolidated balance sheets are valued at quoted market prices in active markets. They are recorded at fair value and considered as Level 1 inputs under the fair value hierarchy.

Reverse repurchase agreements and U.S. government agency securities are recorded at fair market value, which are determined based on the most recent observable inputs for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active or are directly or indirectly observable. They are considered as Level 2 inputs under the fair value hierarchy.

Financial instruments including cash equivalents, clinical trial prepayments to contract research organizations, and accounts payable are carried in the condensed consolidated financial statements at amounts that approximate their fair value based on the short maturities of those instruments. The carrying amount of the Company’s term loan under the Hercules Credit Facility (as defined in Note 9) approximates market rates currently available to the Company.

- 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

Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	15,000,000	15,000,000
Preferred stock, shares issued	0	0
Preferred Stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	150,000,000	150,000,000
Common stock, shares issued	59,187,326	58,560,078
Common stock, shares outstanding	59,187,326	58,560,078

Helio Vision Acquisition - Additional Information (Detail) - USD ($)		1 Months Ended	3 Months Ended			9 Months Ended		12 Months Ended
	Jan. 28, 2019	Jan. 31, 2021	Sep. 30, 2023	Sep. 30, 2022	Mar. 31, 2021	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2020
Business Acquisition [Line Items]
Allocated Share Based Compensation Expense			$ 789,217	$ 2,236,771		$ 6,553,112	$ 5,467,684
Research and Development Expenses [Member]
Business Acquisition [Line Items]
Allocated Share Based Compensation Expense			$ 403,904	$ 1,130,360		3,457,642	$ 2,616,043
Helio Vision Inc [Member]
Business Acquisition [Line Items]
Business combination, stock issued	1,160,444	246,562
Contingent consideration payable in stock								$ 2,500,000
Income tax benefit								500,000
Helio Vision Inc [Member] \| Common Stock after FDA Approval prior to 10th Anniversary [Member]
Business Acquisition [Line Items]
Business combination, contingent consideration liability	$ 10,000,000
Helio Vision Inc [Member] \| Common Stock after FDA Approval Prior to 12th Anniversary [Member]
Business Acquisition [Line Items]
Business combination, contingent consideration liability	$ 2,500,000
Helio Vision Inc [Member] \| Common Stock after FDA Approval Prior to 12th Anniversary [Member] \| Maximum [Member]
Business Acquisition [Line Items]
Business combination, contingent consideration stock to be issued	5,248,885
Helio Vision Inc [Member] \| Tax Gross-up Payment in Event of Change of Control or Divesture [Member] \| Maximum [Member]
Business Acquisition [Line Items]
Business combination, contingent consideration liability	$ 1,000,000
Helio Vision Inc [Member] \| Founders [Member]
Business Acquisition [Line Items]
Business combination, stock issued	568,627
Helio Vision Inc [Member] \| Founders [Member] \| Restricted Stock [Member]
Business Acquisition [Line Items]
Share-based compensation award, vesting period	3 years
Helio Vision Inc [Member] \| Founders [Member] \| Research and Development Expenses [Member] \| Restricted Stock [Member]
Business Acquisition [Line Items]
Allocated Share Based Compensation Expense						$ 100,000
Helio Vision Inc [Member] \| Non Founders [Member]
Business Acquisition [Line Items]
Business combination, stock issued	591,817
Helio Vision Inc [Member] \| Milestone [Member]
Business Acquisition [Line Items]
Business combination, stock issued					246,562
Helio Vision Inc [Member] \| Milestone [Member] \| Research and Development Expenses [Member] \| Restricted Stock [Member]
Business Acquisition [Line Items]
Allocated Share Based Compensation Expense								1,200,000
Expense related to the Milestone IPR&D								$ 1,800,000

Cash, Cash Equivalents and Marketable Securities - Additional Information (Detail)	Sep. 30, 2023 USD ($)
Cash and Cash Equivalents [Abstract]
Marketable Securities	$ 0

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (32,789,548)	$ (49,122,474)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation	6,553,112	5,467,684
Non-cash interest expense	283,444	248,397
Net amortization of premium on marketable securities	(14,542)	(26,380)
Depreciation and amortization expense	196,311	192,064
Change in assets and liabilities:
Prepaid expenses and other current assets	2,847,103	(1,191,940)
Accounts payable	113,569	287,224
Accrued expenses and other liabilities	(8,016,017)	(1,260,585)
Net cash used in operating activities	(30,826,568)	(45,406,010)
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions of fixed assets	0	(16,317)
Purchases of marketable securities	0	(92,938,213)
Maturities of marketable securities	30,000,000	36,000,000
Net cash provided by (used in) investing activities	30,000,000	(56,954,530)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options	163,941	1,123,427
Tax withholding payments for net share-settled equity awards	(532,951)	0
Proceeds from employee stock purchase plan	111,102	96,665
Net cash provided by (used in) financing activities	(257,908)	1,220,092
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	(1,084,476)	(101,140,448)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	144,419,364	229,790,989
CASH AND CASH EQUIVALENTS, END OF PERIOD	143,334,888	128,650,541
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for interest	$ 1,262,354	$ 981,833

Credit Facility

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

Credit Facility

CREDIT FACILITY

The Company’s current and long-term debt obligation consists of amounts the Company is obligated to repay under its credit facility with Hercules Capital, Inc. (Hercules). In March 2019, the Company entered into a Loan and Security Agreement (Loan and Security Agreement or Hercules Credit Facility) with Hercules and several banks and other financial institutions or entities, from time-to-time parties thereto (collectively, referred to herein as Lender), providing for a term loan of up to $60.0 million, subject to the satisfaction of certain conditions contained therein, that is secured by a lien covering all of the Company’s assets, other than the Company’s intellectual property. The Loan and Security Agreement provided for (i) an initial term loan advance of up to $5.0 million at the Company’s option, which expired unutilized on April 15, 2019; (ii) three additional term loan advances of up to $15.0 million each, at the Company’s option, available to the Company upon the occurrence of certain pre-specified funding conditions prior to September 30, 2019 (2019 Tranche), March 31, 2020 (2020 Tranche), and March 31, 2021

(2021 Tranche); and (iii) a final additional term loan advance (Fourth Loan Tranche) of up to $10.0 million prior to December 31, 2021, at the Company’s option, subject to approval by the Lender’s investment committee. The 2019 Tranche was drawn down in full by the Company in September 2019 and the 2020 Tranche and 2021 Tranche expired unutilized prior to the Company satisfying the funding conditions for such tranche. On April 20, 2021, the Company entered into the First Amendment to the Loan and Security Agreement (First Amendment). The First Amendment, among other things, (i) increased the Fourth Loan Tranche from $10.0 million to $20.0 million and extended the deadline for drawing down the Fourth Loan Tranche to July 1, 2022; (ii) lowered the variable per annum rate of interest on borrowings under the Loan and Security Agreement from the greater of (a) 9.10% and (b) the prime rate (as reported in the Wall Street Journal or any successor publication thereto) plus 3.10% to the greater of (x) the Prime Rate (as defined therein) plus 3.10% or (y) 8.60%; (iii) extended the expiration of the period in which interest-only payments on borrowings under the Loan and Security Agreement are required from May 1, 2021 to July 1, 2022; and (iv) following the satisfaction of certain conditions, which conditions were satisfied in April 2021, further extended the expiration of the interest-only period and the deadline for drawing down the Fourth Loan Tranche to May 1, 2023. The First Amendment was determined to be a modification in accordance with FASB ASC Topic 470, Debt and did not result in extinguishment.

On December 22, 2022, the Company entered into the Second Amendment to the Loan and Security Agreement (Second Amendment), which became effective as of December 31, 2022 (Second Amendment Effective Date). The Second Amendment, among other things, (i) extended the expiration of the period in which interest-only payments on borrowings under the Loan and Security Agreement are made from May 1, 2023 to May 1, 2024; (ii) extended the maturity date from October 1, 2023 to October 1, 2024 (Maturity Date); (iii) extended the availability of the Fourth Loan Tranche commitment of $20 million from May 1, 2023 to May 1, 2024; and (iv) amended the Prepayment Charge (as defined therein) to equal 0.75% of the amount prepaid during the 12-month period following the Second Amendment Effective Date, and 0% thereafter. The ability to draw the Fourth Loan Tranche remains conditioned on approval by the Lenders’ investment committee. In addition, a supplemental end of term charge of $292,500 (Supplemental End of Term Charge) shall be due on the earlier of (A) the Maturity Date, as amended, or (B) repayment of the aggregate amount of advances under the Loan and Security Agreement. The existing end of term charge of $1,042,500 (End of Term Charge) remained due on the earlier of (A) October 1, 2023 or (B) repayment of the aggregate amount of advances under the Loan and Security Agreement, and was paid on October 2, 2023. Repayment of the aggregate outstanding principal balance of the term loan, in monthly installments, commences in May 2024 upon expiration of the interest-only period and continues through the Maturity Date, as amended. The Second Amendment was determined to be a modification in accordance with FASB ASC Topic 470, Debt and did not result in extinguishment.

In connection with the Hercules Credit Facility, the Company incurred a commitment charge of $25,000, transaction costs of $273,186, a fee of $375,000 upon closing, the End of Term Charge in October 2023 and will be required to pay the Supplemental End of Term Charge. The fees and transaction costs are amortized to interest expense from 2019 through the Maturity Date using the effective interest method. The End of Term Charge was amortized to interest expense from 2019 through October 2023, and the Supplemental End of Term Charge is amortized to interest expense from December 2022 through the Maturity Date, both using the effective interest method. The effective interest rate was 14.2% at September 30, 2023. At the Company’s option, the Company may elect to prepay all, but not less than all, of the outstanding term loan by paying the entire principal balance and all accrued and unpaid interest thereon plus all fees and other amounts due under the Loan and Security Agreement as of the date of such prepayment, including a prepayment charge equal to 0.75% of the principal amount being prepaid during the 12-month period following the Second Amendment Effective Date, and 0% thereafter.

Following the effective time of the First Amendment and the Second Amendment and as of September 30, 2023 an aggregate of $35.0 million, subject to the terms and conditions of the Loan and Security Agreement, may be made available to the Company for borrowing, $15.0 million of which was funded prior to the date of the First Amendment.

Long-term debt consisted of the following:


	September 30,			December 31,
	2023			2022
Term loan payable	$	15,000,000		$	15,000,000
End of term charges(1)		1,156,194			911,763
Unamortized debt issuance costs		(37,897	)		(76,910	)
Less: current portion		(13,461,108	)		(911,763	)
Total long-term debt	$	2,657,189		$	14,923,090

(1)

The End of Term Charge was subsequently paid on October 2, 2023 in the amount of $1,042,500.

Future principal payments, including the End of Term Charge and the Supplemental End of Term Charge, are as follows for the years ending December 31:


2023	$	1,042,500
2024		15,292,500
Total	$	16,335,000

The Loan and Security Agreement also contains certain events of default, representations, warranties and non-financial covenants of the Company. As of September 30, 2023, the Company was in compliance with all covenants of the Hercules Credit Facility in all material respects. In addition, subject to the terms of the Loan and Security Agreement, the Company granted the Lender the right to purchase up to an aggregate of $2.0 million of the Company’s equity securities, or instruments exercisable for or convertible into equity securities, sold to investors in financings upon the same terms and conditions afforded to such other investors.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Net Loss Per Share - Computation of Diluted Weighted-Average Shares Outstanding (Detail) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total of common stock equivalents	7,200,692	6,588,585	7,200,692	6,588,585
Options to Purchase Common Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total of common stock equivalents	6,174,419	5,403,982	6,174,419	5,403,982
Restricted Stock Units [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total of common stock equivalents	1,026,273	1,184,603	1,026,273	1,184,603

Fair Value Measurements - Additional Information (Detail) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Liabilities measured at fair value on a recurring basis	$ 0	$ 0

Document And Entity Information - shares	9 Months Ended
Document And Entity Information - shares	Sep. 30, 2023	Oct. 31, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Trading Symbol	ALDX
Entity Registrant Name	ALDEYRA THERAPEUTICS, INC.
Entity Central Index Key	0001341235
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Emerging Growth Company	false
Entity Small Business	true
Entity Common Stock, Shares Outstanding		58,822,083
Entity Current Reporting Status	Yes
Entity Shell Company	false
Title of 12(b) Security	Common Stock, $0.001 par value per share
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Entity File Number	001-36332
Entity Tax Identification Number	20-1968197
Entity Address, Address Line One	131 Hartwell Avenue
Entity Address, Address Line Two	Suite 320
Entity Address, City or Town	Lexington
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02421
City Area Code	781
Local Phone Number	761-4904
Document Quarterly Report	true
Document Transition Report	false
Entity Incorporation, State or Country Code	DE

Net Loss Per Share (Tables)

9 Months Ended

Sep. 30, 2023

Earnings Per Share [Abstract]

Computation of Diluted Weighted-Average Shares Outstanding

The following potentially dilutive securities outstanding have been excluded from the computation of diluted weighted-average shares outstanding, because such securities had an antidilutive impact:


	For the Three and Nine Months Ended September 30,
	2023		2022
Options to purchase common stock		6,174,419		5,403,982
Nonvested restricted stock units		1,026,273		1,184,603
Total of common stock equivalents		7,200,692		6,588,585

Credit Facility - Schedule of Long-Term Debt (Detail) - USD ($)

Sep. 30, 2023

Dec. 31, 2022

Line of Credit Facility [Abstract]

Term loan payable

$ 15,000,000

End of term charge

^[1]

1,156,194

911,763

Unamortized debt issuance costs

(37,897)

(76,910)

Less: current portion

(13,461,108)

(911,763)

Total long-term debt

$ 2,657,189

$ 14,923,090

[1]	The End of Term Charge was subsequently paid on October 2, 2023 in the amount of $1,042,500.

Stockholders' Equity

9 Months Ended

Sep. 30, 2023

Equity [Abstract]

Stockholders Equity

10.

STOCKHOLDERS’ EQUITY

In March 2021, the Company entered into an Open Market Sales Agreement SM with Jefferies LLC, as sales agent (2021 Jefferies Sales Agreement). Pursuant to the 2021 Jefferies Sales Agreement, the Company may offer and sell, from time to time through Jefferies, shares of common stock providing for aggregate sales proceeds of up to $100.0 million. The Company has no obligation to sell any shares under the 2021 Jefferies Sales Agreement, and could at any time suspend solicitations and offers under the 2021 Jefferies Sales Agreement. As of September 30, 2023, no sales had been made pursuant to the 2021 Jefferies Sales Agreement.

- 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
-SubTopic 10
-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
-Topic 946
-SubTopic 235
-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
-Topic 946
-SubTopic 235
-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)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-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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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

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

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-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
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-16

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

+ Details

Stock-Based Compensation

9 Months Ended

Sep. 30, 2023

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

12.

STOCK-BASED COMPENSATION

The Company has three equity incentive plans, the 2010 Employee, Director and Consultant Equity Incentive Plan, the 2013 Equity Incentive Plan, and the 2023 Equity Incentive Plan (2023 Equity Plan) that provide for the granting of stock options, restricted stock, stock appreciation rights, stock units, cash awards, and cash settled bonus awards (CSBU) to certain employees, members of the board of directors, and consultants of the Company with a generally prescribed contractual term of ten years. As of September 30, 2023, there were 5,425,018 shares of common stock available for grant under the Company’s equity incentive plans.

In May 2023, the Company's Board of Directors authorized the 2023 Equity Plan to replace the Company's 2013 Equity Incentive Plan. On June 30, 2023, the Company's stockholders approved the 2023 Equity Plan at the Company's 2023 annual meeting of stockholders. Pursuant to the 2023 Equity Plan, the Company will not make any further grants under the 2013 Equity Plan following June 30, 2023, though awards previously granted under the 2013 Equity Plan will remain outstanding. The 2023 Equity Plan is effective for a period of ten years after June 30, 2023, and a total of 5,450,000 additional shares of the Company’s common stock, in addition to shares of the Company’s common stock that are subject to awards granted under the 2013 Equity Plan that are outstanding as of such date and that are subsequently forfeited, cancelled or expire before being exercised or settled in full and thereupon become available for grant under the 2023 Equity Plan, are authorized for issuance under the 2023 Equity Plan.

In 2020 and 2022 the Company granted cash awards under its Management Cash Incentive Plan, as amended. The cash awards vest in four annual installments from the date of grant based on continued service, and entitle the employees to receive a cash payment, on the earlier of (i) four years from the date of grant or (ii) a change of control, equal in value to the amount by which the then value of the Company’s common stock exceeds the base value. As of September 30, 2023, $1.6 million was accrued as compensation expense for vested cash awards. There was no unrecognized expense as of September 30, 2023.

In 2022, the Company granted performance CSBUs under its Management Cash Incentive Plan, as amended. Subject to and conditioned upon the acceptance by the FDA of the Company's submission of an NDA for reproxalap (Performance Criteria), the awards will vest in four annual installments from the date of grant based on continued service, and entitle the employees to receive a cash payment for each vested CSBU, on the earlier of (i) four years from the date of grant or (ii) a change of control, equal in value of the closing price per share of the Company's common stock on the Nasdaq Capital Market on the payment date. As of September 30, 2023, $2.6 million was accrued as compensation expense for CSBUs as the Performance Criteria was met in February 2023. There was no unrecognized expense as of September 30, 2023.

The Company recognizes stock-based compensation expense over the requisite service period. The Company's share-based awards are accounted for as equity instruments, except for cash awards and CSBUs, which are accounted for as liabilities. The amounts included in the consolidated statements of operations relating to stock-based compensation associated with the two equity incentive plans, cash awards, CSBUs, and Helio founders’ shares are as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Research and development expenses	$	403,904	$	1,130,360	$	3,457,642	$	2,616,043
General and administrative expenses		385,313		1,106,411	$	3,095,470	$	2,851,641
Total stock-based compensation expense	$	789,217	$	2,236,771	$	6,553,112	$	5,467,684

Stock Options

The table below summarizes activity relating to stock options under the incentive plans for the nine months ended September 30, 2023:


	Number of Shares			Weighted Average Exercise Price		Weighted Average Contractual Term (Years)		Aggregate Intrinsic Value(a)
Outstanding at December 31, 2022		5,403,982		$	5.90	6.56		$	10,506,953
Granted		1,172,775		$	6.96		—		—
Exercised		(297,703	)	$	0.55		—		—
Expired		(4,802	)	$	0.55		—		—
Forfeitures		(99,833	)	$	5.56		—		—
Outstanding at September 30, 2023		6,174,419		$	6.37		6.74	$	7,529,935
Exercisable at September 30, 2023		4,281,954		$	6.31		5.83	$	5,791,281

(a)

The aggregate intrinsic value in this table was calculated on the positive difference, if any, between the closing price per share of the Company’s common stock on September 30, 2023 of $6.68 and the per share exercise price of the underlying options.

As of September 30, 2023, unamortized stock-based compensation for stock options outstanding was $8.1 million and is expected to be recognized over a weighted average period of 2.42 years. Total unrecognized compensation cost will be adjusted for future forfeitures, if necessary. In the nine months ended September 30, 2023, 73,807 shares were withheld from option exercises to cover payroll withholding taxes. At the time of withholding, such shares were valued at $0.5 million.

Restricted Stock Units

The table below summarizes activity relating to restricted stock units (RSUs) for the nine months ended September 30, 2023:


	Number of Shares			Weighted-Average Grant Date Fair Value
Outstanding at December 31, 2022		1,184,603		$	4.95
Granted		238,750			6.76
Exercised/Released		(3,316	)		4.72
Cancelled / Forfeited		(19,896	)		4.72
Vested		(373,868	)		5.30
Outstanding at September 30, 2023		1,026,273		$	5.25

The weighted-average grant date fair value of RSUs granted was $6.76 per share for the nine months ended September 30, 2023. The total grant date fair value of RSUs vested was $2.0 million for the nine months ended September 30, 2023. As of September 30, 2023, the outstanding RSUs had unamortized stock-based compensation of $4.4 million with a weighted-average remaining recognition period of 2.73 years and an aggregate intrinsic value of $6.9 million.

Employee Stock Purchase Plan

At September 30, 2023, the Company had 2,345,426 shares available for issuance under the 2016 Employee Stock Purchase Plan (2016 ESPP). A summary of the weighted-average grant-date fair value, and total stock-based compensation expense recognized related to the 2016 ESPP are as follows:


	Nine Months Ended September 30,
	2023		2022
Weighted-average grant-date fair value per share	$	3.09	$	1.48
Total stock-based compensation expense	$	38,931	$	49,197

Cash, Cash Equivalents and Marketable Securities - Schedule of Cash, and Cash Equivalents (Detail) - USD ($)

12 Months Ended

Dec. 31, 2022

Sep. 30, 2023

Cash Cash Equivalents And Marketable Securities [Line Items]

Total Cash and cash equivalents

$ 144,419,364

Cash and Cash Equivalents

29,881,520

$ 0

Current Marketable Securities

29,881,520

Available for sale carrying Amount

^[1]

29,985,458

Available for sale unrecognized loss

^[1]

(103,938)

Available for sale fair value disclosure

^[1]

29,881,520

U.S. government agency securities [Member]

Cash Cash Equivalents And Marketable Securities [Line Items]

Current Marketable Securities

29,881,520

Available for sale carrying Amount

29,985,458

Available for sale unrecognized loss

(103,938)

Available for sale fair value disclosure

29,881,520

Cash [Member]

Cash Cash Equivalents And Marketable Securities [Line Items]

Cash

135,151,081

96,803,484

Estimated Fair Value

135,151,081

96,803,484

Cash and Cash Equivalents

135,151,081

96,803,484

Money Market Funds [Member]

Cash Cash Equivalents And Marketable Securities [Line Items]

Money market funds

9,268,283

46,531,404

Estimated Fair Value

9,268,283

46,531,404

Cash and Cash Equivalents

9,268,283

46,531,404

Total Cash and cash equivalents [Member]

Cash Cash Equivalents And Marketable Securities [Line Items]

Total Cash and cash equivalents

144,419,364

143,334,888

Estimated Fair Value

144,419,364

143,334,888

Cash and Cash Equivalents

144,419,364

$ 143,334,888

Available for sale [Member]

Cash Cash Equivalents And Marketable Securities [Line Items]

Current Marketable Securities

^[1]

$ 29,881,520

[1]	Available for sale securities are reported at fair value with unrealized gains and losses reported net of taxes, if material, in other comprehensive income.

Prepaid Expenses and Other Current Assets (Tables)

9 Months Ended

Sep. 30, 2023

Prepaid Expense and Other Assets, Current [Abstract]

Schedule of Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets at September 30, 2023 and December 31, 2022 were:


	September 30,		December 31,
	2023		2022
Deferred research and development expenses	$	3,056,972		2,605,252
Prepaid insurance expenses		605,967		432,230
Other current receivables		—		3,242,026
Miscellaneous prepaid expenses and other current assets		212,187		442,721
Total prepaid expenses and other current assets	$	3,875,126	$	6,722,229

Accrued Expenses (Tables)

9 Months Ended

Sep. 30, 2023

Payables and Accruals [Abstract]

Schedule of Accrued Expenses

Accrued expenses at September 30, 2023 and December 31, 2022 were:


	September 30,		December 31,
	2023		2022
Accrued compensation	$	5,240,956	$	3,821,904
Accrued research and development expenses		1,972,031		8,476,422
Accrued other expenses		630,402		1,767,559
Total accrued expenses	$	7,843,389	$	14,065,885

Accrued Expenses

9 Months Ended

Sep. 30, 2023

Payables and Accruals [Abstract]

Accrued Expenses

ACCRUED EXPENSES

Accrued expenses at September 30, 2023 and December 31, 2022 were:


	September 30,		December 31,
	2023		2022
Accrued compensation	$	5,240,956	$	3,821,904
Accrued research and development expenses		1,972,031		8,476,422
Accrued other expenses		630,402		1,767,559
Total accrued expenses	$	7,843,389	$	14,065,885

Nature of Business

9 Months Ended

Sep. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature of Business

NATURE OF BUSINESS

Aldeyra Therapeutics, Inc., together with its wholly-owned subsidiaries (the “Company” or “Aldeyra”), a Delaware corporation, is a clinical-stage biotechnology company devoted to discovering innovative therapies designed to treat immune-mediated diseases.

The Company’s principal activities to date include research and development activities along with related general business planning, including raising capital.

Leases - Schedule of Future Minimum Payments Under Non-Cancelable Operating Leases (Detail)	Sep. 30, 2023 USD ($)
Leases [Abstract]
2023 remaining total lease payments	$ 66,626
Operating lease obligations, 2023	66,626
Operating lease obligations, 2024	0
Operating lease obligations, 2025	0
2026	$ 0

Stock-Based Compensation - Additional Information (Detail) $ / shares in Units, $ in Millions	9 Months Ended		12 Months Ended
	Sep. 30, 2023 USD ($) NumberOfPlan $ / shares shares	Sep. 30, 2022 $ / shares	Dec. 31, 2022	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted period			4 years	4 years
Share based compensation expense	$ 1.6
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period \| shares	297,703
Common stock withheld for tax obligations on option exercise , Shares \| shares	(73,807)
Share-Based Payment Arrangement Stock Withholding Valued	$ 0.5
Options to Purchase Common Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unamortized stock-based compensation	$ 8.1
Weighted average recognition period	2 years 5 months 1 day
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested in Period, Fair Value	$ 2.0
Unamortized stock-based compensation	$ 4.4
Granted \| shares	238,750
Weighted-average grant-date fair value per share \| $ / shares	$ 6.76
Weighted average remaining recognition period	2 years 8 months 23 days
Aggregate intrinsic value of options outstanding	$ 6.9
CSBU [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation expense	$ 2.6
Equity Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of equity incentive plans \| NumberOfPlan	3
Equity incentive plans, contractual term	ten years
Common stock available for issuance \| shares	5,425,018
2016 Employee Stock Purchase Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock available for issuance \| shares	2,345,426
Weighted-average grant-date fair value per share \| $ / shares	$ 3.09	$ 1.48
2023 Employee Stock Purchase Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock available for issuance \| shares	5,450,000

Credit Facility - Schedule of Principal Payments Incuding End of Term Charges (Detail)	Dec. 31, 2022 USD ($)
Line of Credit Facility [Abstract]
2023	$ 1,042,500
2024	15,292,500
Total	$ 16,335,000

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Stock-Based Compensation - Summary of Employee Stock Purchase Plan Activity (Detail) - USD ($)	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]
Allocated Share Based Compensation Expense	$ 789,217	$ 2,236,771	$ 6,553,112	$ 5,467,684
2016 Employee Stock Purchase Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted-average grant-date fair value per share			$ 3.09	$ 1.48
Allocated Share Based Compensation Expense			$ 38,931	$ 49,197

- 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
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-1D

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
-Section 35
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Section 50
-Paragraph 2
-Subparagraph (a)(2)
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 2
-Subparagraph (a)(3)
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(01)
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-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(02)
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(03)
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
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Reference 26: http://www.xbrl.org/2003/role/disclosureRef
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Reference 27: http://www.xbrl.org/2003/role/disclosureRef
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Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(v)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

+ Details

Leases - Additional Information (Detail) - USD ($)	9 Months Ended
Leases - Additional Information (Detail) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Leases [Abstract]
Operating lease liability	$ 65,628
Right-of-use assets	$ 64,459	$ 249,265
Operating leases, weighted average remaining lease term (years)	3 months
Operating leases, weighted average discount rate	9.10%
Operating lease, expense	$ 196,400

Consolidated Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 143,334,888	$ 144,419,364
Marketable securities	0	29,881,520
Prepaid expenses and other current assets	3,875,126	6,722,229
Total current assets	147,210,014	181,023,113
Right-of-use assets	64,459	249,265
Fixed assets, net	7,774	19,279
Total assets	147,282,247	181,291,657
Current liabilities:
Accounts payable	247,194	133,625
Accrued expenses	7,843,389	14,065,885
Current portion of long-term debt	13,461,108	911,763
Operating lease liabilities	65,628	249,265
Total current liabilities	21,617,319	15,360,538
Long-term debt, net of current portion	2,657,189	14,923,090
Total liabilities	24,274,508	30,283,628
Commitments and contingencies (Note14)
Stockholders' equity:
Preferred stock, $0.001 par value, 15,000,000 shares authorized none issued and outstanding	0	0
Common stock, $0.001 par value; 150,000,000 authorized and 59,187,326 and 58,560,078 shares issued and outstanding, respectively	59,187	58,560
Additional paid-in capital	512,454,738	507,770,045
Accumulated other comprehensive loss	0	(103,938)
Accumulated deficit	(389,506,186)	(356,716,638)
Total stockholders, equity	123,007,739	151,008,029
Total liabilities and stockholders’ equity	$ 147,282,247	$ 181,291,657

Income Taxes - Additional Information (Detail)	9 Months Ended
Income Taxes - Additional Information (Detail)	Sep. 30, 2023 USD ($)
Income Tax [Line Items]
Deferred tax assets valuation allowance	100.00%
Maximum [Member]
Income Tax [Line Items]
Statutory tax rate	50.00%
State and Federal [Member]
Income Tax [Line Items]
Income tax benefit	$ 0

- Definition

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

+ References + Details

Commitments and Contingencies

9 Months Ended

Sep. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

14.

COMMITMENTS AND CONTINGENCIES

Guarantees and Indemnifications

As permitted under Delaware law, the Company indemnifies its officers and directors for certain events or occurrences while the officer or director is, or was, serving at the Company’s request in such capacity. The term of the indemnification is for the officer’s or director’s lifetime. Through September 30, 2023, the Company had not experienced any losses related to these indemnification obligations and no material claims were outstanding. The Company does not expect significant claims related to these indemnification obligations, and consequently, concluded that the fair value of these obligations is negligible, and no related reserves were established.

In-License Agreements

MEEI Agreement

The Company is developing ADX-2191 pursuant to an Exclusive License Agreement with Massachusetts Eye and Ear Infirmary (MEEI) originally entered into in July 2016 between MEEI and Helio Vision, Inc., as amended, (MEEI Agreement). The Company assumed the MEEI Agreement in connection with its 2019 acquisition of Helio Vision.

Pursuant and subject to the MEEI Agreement, the Company obtained an exclusive, worldwide license from MEEI to develop and commercialize ADX-2191 under certain patents and patent applications, and other licenses to intellectual property (MEEI Patent Rights). The Company has agreed to use commercially reasonable efforts, to develop ADX-2191 and to meet certain specified effort and achievement benchmarks by certain dates.

In consideration for the rights licensed under the MEEI Agreement, Helio Vision issued MEEI a number of shares of its preferred stock and Helio Vision agreed to pay non-creditable non-refundable license maintenance fees to MEEI of $15,000 on each of the second and third anniversary of the MEEI Agreement, $25,000 on each of the fourth and fifth anniversary of the MEEI Agreement and $35,000 on the sixth and each subsequent anniversary of the MEEI Agreement during the term of such agreement. In addition, Helio Vision was obligated to make future sales-dependent milestone payments to MEEI of up to the

low seven figures in the aggregate, as well as royalty payments to MEEI at a rate which, as a percentage of net sales, is in the low single digits for products that incorporate or use the MEEI Patent Rights in the United States and as a percentage in the low single digits for products that incorporate or use the MEEI Patent Rights outside the United States. The Company is also obligated under the MEEI Agreement to pay MEEI a percentage of certain sublicense revenue that it receives in connection with entering into any sublicensing arrangements with any third parties, at a percentage rate which tiers downward from low-double digits to mid-single digits based on the date of the sublicense. Following the Company’s acquisition of Helio Vision, the Company became obligated to make any future payments owed under the MEEI Agreement. There is no additional equity consideration issuable under the MEEI Agreement.

The MEEI Agreement will remain in effect until the expiration date of the last to expire patent licensed under the MEEI Agreement. The Company may terminate the MEEI Agreement with timely written notice to MEEI. MEEI has the right to terminate the MEEI Agreement if it, subject to certain specified cure periods, ceases all business operations with respect to licensed products, fails to pay amounts due under the MEEI Agreement, fails to comply with certain due diligence obligations, defaults in our obligation to maintain insurance, one of our officers is convicted of a felony relating to the manufacture, use, sale or importation of licensed products, we materially breach any provisions of the MEEI Agreement or in the event of its insolvency or bankruptcy.

In the event of an early termination of the MEEI Agreement, all rights licensed and developed by the Company under the MEEI Agreement may revert back to MEEI. The Company has agreed to indemnify MEEI for certain claims that may arise under the MEEI Agreement.

Legal Proceedings

On July 31, 2023, a purported stockholder filed a putative class action lawsuit (the Securities Class Action) in the U.S. District Court for the District of Massachusetts, against the Company and certain current and former officers, captioned Juliana Paice v. Aldeyra Therapeutics, Inc., et al. (No. 23-cv-11737). The lawsuit alleges violations by the defendants of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and SEC Rule 10b-5. The plaintiff alleges that the defendants made false or misleading statements or failed to disclose certain information concerning the New Drug Application (NDA) for and the prospects of ADX-2191 for the treatment of primary vitreoretinal lymphoma. The lawsuit seeks, among other things, compensatory damages on behalf of herself and all persons and entities that purchased or otherwise acquired the Company's securities between March 17, 2022, and June 20, 2023, as well as attorneys’ fees and costs. The Company disputes the plaintiff's claims and intends to vigorously defend the suit. At this time, the Company cannot reasonably predict the outcome or estimate potential losses, if any, that could result from this matter.

On October 25, 2023, a purported stockholder of the Company filed a derivative complaint in Middlesex Superior Court of the Commonwealth of Massachusetts, captioned Evan Leglar v. Todd C. Brady, et al. (No. 2381-cv-02980), against certain of the Company’s executive officers and directors, and naming the Company as a nominal defendant. The derivative complaint alleges, purportedly on behalf of the Company, breaches of fiduciary duty and unjust enrichment claims against all defendants. The claims are based on substantially identical allegations as the complaint in the Securities Class Action. The lawsuit seeks, among other things, an award of damages and restitution in favor of the Company, certain changes to the Company’s corporate governance, and attorneys’ fees and costs. The Company disputes the plaintiff's claims and intends to vigorously defend the suit. At this time, the Company cannot reasonably predict the outcome or estimate potential losses, if any, that could result from this matter.

In addition, from time to time, the Company is subject to litigation and claims arising in the ordinary course of business but, except as stated above, the Company is not currently a party to any material legal proceedings and the Company is not aware of any pending or threatened legal proceedings against them that the Company believes could have a material adverse effect on the Company's business, operating results, cash flows, or financial condition.

Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Statement of Comprehensive Income [Abstract]
Net loss	$ (8,186,871)	$ (14,553,231)	$ (32,789,548)	$ (49,122,474)
Other comprehensive income (loss):
Unrealized gain (loss) on marketable securities, net of tax	0	30	103,938	(285,733)
Total other comprehensive (loss) income	0	30	103,938	(285,733)
Comprehensive loss	$ (8,186,871)	$ (14,553,201)	$ (32,685,610)	$ (49,408,207)

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
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+ Details

Leases

9 Months Ended

Sep. 30, 2023

Leases [Abstract]

Leases

13.

LEASES

The Company currently leases an office used to conduct business. The exercise of lease renewal options is at the Company’s discretion and the renewal to extend the lease terms are not included in the Company’s Right-Of-Use assets and lease liabilities as they are not reasonably certain of exercise. The Company regularly evaluates the renewal options and when they are reasonably certain of exercise, the Company includes the renewal period in its lease term. In December 2022, the Company exercised its option to extend the lease through December 31, 2023. As the Company’s lease does not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of the lease payments.

As of September 30, 2023, the Company maintained an unamortized Right-Of-Use asset with a corresponding operating lease liability of approximately $64.5 thousand based on the present value of the minimum rental payments in accordance with ASC Topic 842, Leases. The weighted average discount rate used for leases as of September 30, 2023 is 9.1%. The weighted average remaining lease term as of September 30, 2023 was 0.25 years. The operating lease expense for the nine months ended September 30, 2023 was $196.4 thousand. Maturities and balance sheet presentation of the Company’s lease liabilities for all operating leases as of September 30, 2023 is as follows:


2023 remaining total lease payments	$	66,626
Less: effect of discounting		(998	)
Present value of lease liabilities	$	65,628

Current operating lease liabilities	$	65,628
Total	$	65,628

The Company’s gross future minimum payments under all non-cancelable operating leases as of September 30, 2023, are:


	Total		2023		2024		2025		2026
Operating lease obligations	$	66,626	$	66,626	$	—	$	—	$	—

Leases - Schedule of Maturities and Balance Sheet Presentation of Lease Liabilities (Detail) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Leases [Abstract]
2023 remaining total lease payments	$ 66,626
Less: effect of discounting	(998)
Present value of lease liabilities	65,628
Current operating lease liabilities	65,628	$ 249,265
Present value of lease liabilities	$ 65,628

Basis of Presentation (Policies)	9 Months Ended
Basis of Presentation (Policies)	Sep. 30, 2023
Accounting Policies [Abstract]
Use of Estimates	Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions, including fair value estimates for investments that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of expenses during the reporting periods. The Company’s management evaluates its estimates and assumptions on an ongoing basis. Management’s most significant estimates in the Company’s condensed consolidated financial statements include, but are not limited to, clinical trial accruals, deferred and accrued research and development costs, stock-based compensation, and accounting for income taxes and related valuation allowance. Although these estimates and assumptions are based on the Company’s knowledge of current events and actions it may undertake in the future, actual results may ultimately materially differ from these estimates and assumptions.
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies There were no changes to significant accounting policies during the nine months ended September 30, 2023, as compared to those identified in the 2022 Form 10-K.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13). ASU 2016-13 requires that credit losses be reported as an allowance using an expected losses model, representing the entity’s current estimate of credit losses expected to be incurred. The accounting guidance currently in effect is based on an incurred loss model. For available-for-sale debt securities with unrealized losses, this standard now requires allowances to be recorded instead of reducing the amortized cost of the investment. The amendments under ASU 2016-13 were effective for interim and annual fiscal periods beginning after December 15, 2022. The Company adopted this standard as of January 1, 2023, and there was no material impact to the Company's financial statements.

Leases (Tables)

9 Months Ended

Sep. 30, 2023

Leases [Abstract]

Schedule of Maturities and Balance Sheet Presentation of Lease Liabilities

Maturities and balance sheet presentation of the Company’s lease liabilities for all operating leases as of September 30, 2023 is as follows:


2023 remaining total lease payments	$	66,626
Less: effect of discounting		(998	)
Present value of lease liabilities	$	65,628

Current operating lease liabilities	$	65,628
Total	$	65,628

The Company’s gross future minimum payments under all non-cancelable operating leases as of September 30, 2023, are:


	Total		2023		2024		2025		2026
Operating lease obligations	$	66,626	$	66,626	$	—	$	—	$	—

Income Taxes

9 Months Ended

Sep. 30, 2023

Income Tax Disclosure [Abstract]

Income Taxes

11.

INCOME TAXES

No current or deferred tax provision expenses for federal and state income taxes have been recorded as the Company has incurred losses since inception for tax purposes. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

In assessing the realizability of net deferred taxes in accordance with Accounting Standards Codification (ASC) 740, Income Taxes (ASC 740), the Company considers whether it is more likely than not that some portion or all the deferred tax assets will not be realized. Based on the weight of available evidence, primarily the incurrence of net losses since inception, anticipated net losses in the near future, reversals of existing temporary differences, and expiration of various federal and state attributes, the Company does not consider it more likely than not that some or all of the net deferred taxes will be realized. Accordingly, a 100% valuation allowance has been applied against net deferred tax assets.

Under Section 382 of the Internal Revenue Code of 1986, as amended (Section 382), a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its pre-change net operating losses (NOLs) and certain other tax assets (tax attributes) to offset future taxable income. In general, an ownership change occurs if the aggregate stock ownership of certain stockholders increases by more than 50 percentage points over such stockholders’ lowest percentage ownership during the testing period (generally three years). Transactions involving the Company’s common stock, within the testing period, even those outside the Company’s control, such as purchases or sales by investors, within the testing period could result in an ownership change. A limitation on the Company’s ability to utilize some or all its NOLs or credits could have a material adverse effect on the Company’s results of operations and cash flows. Prior to December 31, 2021, the Company believes it underwent four ownership changes. However, management believes that its aggregate Section 382 limitation (including the additional limitation for recognized “built-in-gains”) is sufficient so that no current impairment of its pre-ownership change tax attributes is required. The Company does not believe an ownership change has occurred from December 31, 2021 through September 30, 2023, based on a review of its equity history during that period. Any future ownership changes, including those resulting from the Company’s future financing activities, may cause its existing tax attributes to incur additional limitations.

As of September 30, 2023, the Company is subject to tax in the U.S. (Federal and Massachusetts). The Company is open to examination for the tax years ended December 31, 2022, 2021, 2020, and 2019. In addition, any loss years remain open to the extent that losses are available for carryover to future years.

The Company accounts for uncertain tax positions pursuant to ASC 740-10 which prescribes a recognition threshold and measurement process for financial statement recognition of uncertain tax positions taken or expected to be taken in a tax return. If the tax position meets this threshold, the benefit to be recognized is measured as the tax benefit having the highest likelihood of being realized upon ultimate settlement with the taxing authority. Accordingly, in the provision for income taxes, the Company recognizes interest accrued related to unrecognized tax benefits and penalties; however, management is currently unaware of any uncertain tax positions. As a result, the Company does not have any liabilities recorded including interest or penalties for uncertain tax positions.

The Inflation Reduction Act (IRA) was enacted on August 16, 2022. Based on review of the IRA, the Company does not expect any impact to its tax provision. In particular, the Company does not expect to pay Corporate Alternative Minimum Tax (CAMT) in the next few years based on its projected losses. The IRA introduces a 15% CAMT for corporations whose average annual adjusted financial statement income for any consecutive three-tax-year period preceding the tax year exceeds $1 billion starting in 2023.

- Definition

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

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+ Details

Credit Facility (Tables)

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

Schedule of Long-Term Debt

Long-term debt consisted of the following:


	September 30,			December 31,
	2023			2022
Term loan payable	$	15,000,000		$	15,000,000
End of term charges(1)		1,156,194			911,763
Unamortized debt issuance costs		(37,897	)		(76,910	)
Less: current portion		(13,461,108	)		(911,763	)
Total long-term debt	$	2,657,189		$	14,923,090

(1)

The End of Term Charge was subsequently paid on October 2, 2023 in the amount of $1,042,500.

Schedule of Principal Payments Including End of Term Charges

Future principal payments, including the End of Term Charge and the Supplemental End of Term Charge, are as follows for the years ending December 31:


2023	$	1,042,500
2024		15,292,500
Total	$	16,335,000

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-7

+ Details

Stock-Based Compensation - Summary of Stock Option Activity (Detail)

9 Months Ended

12 Months Ended

Sep. 30, 2023

USD ($)

$ / shares

Dec. 31, 2022

USD ($)

$ / shares

Share-Based Payment Arrangement [Abstract]

Number of Shares Outstanding, Beginning Balance | shares

5,403,982

Number of Shares, Granted | shares

1,172,775

Number of Shares, Exercised | shares

(297,703)

Number of Shares, Expired | shares

(4,802)

Number of Shares, Forfeitures | shares

(99,833)

Number of Shares Outstanding, Ending Balance | shares

6,174,419

5,403,982

Number of Shares Exercisable, Ending Balance | shares

4,281,954

Weighted Average Exercise Price, Beginning Balance | $ / shares

$ 5.9

Weighted Average Exercise Price, Granted | $ / shares

6.96

Weighted Average Exercise Price, Exercised | $ / shares

0.55

Weighted Average Exercise Price, Expired | $ / shares

0.55

Weighted Average Exercise Price, Forfeitures | $ / shares

5.56

Weighted Average Exercise Price, Ending Balance | $ / shares

6.37

$ 5.9

Weighted Average Exercise Price Exercisable, Ending Balance | $ / shares

$ 6.31

Weighted Average Contractual Term, Outstanding

6 years 8 months 26 days

6 years 6 months 21 days

Weighted Average Contractual Term, Exercisable

5 years 9 months 29 days

Aggregate Intrinsic Value, Outstanding | $

$ 7,529,935

$ 10,506,953

^[1]

Aggregate Intrinsic Value, Exercisable | $

$ 5,791,281

[1]	The aggregate intrinsic value in this table was calculated on the positive difference, if any, between the closing price per share of the Company’s common stock on September 30, 2023 of $6.68 and the per share exercise price of the underlying options.

Stock-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2023

Share-Based Payment Arrangement [Abstract]

Schedule of Stock-Based Compensation Expense

The amounts included in the consolidated statements of operations relating to stock-based compensation associated with the two equity incentive plans, cash awards, CSBUs, and Helio founders’ shares are as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Research and development expenses	$	403,904	$	1,130,360	$	3,457,642	$	2,616,043
General and administrative expenses		385,313		1,106,411	$	3,095,470	$	2,851,641
Total stock-based compensation expense	$	789,217	$	2,236,771	$	6,553,112	$	5,467,684

Summary of Activity Relating to Stock Options

The table below summarizes activity relating to stock options under the incentive plans for the nine months ended September 30, 2023:


	Number of Shares			Weighted Average Exercise Price		Weighted Average Contractual Term (Years)		Aggregate Intrinsic Value(a)
Outstanding at December 31, 2022		5,403,982		$	5.90	6.56		$	10,506,953
Granted		1,172,775		$	6.96		—		—
Exercised		(297,703	)	$	0.55		—		—
Expired		(4,802	)	$	0.55		—		—
Forfeitures		(99,833	)	$	5.56		—		—
Outstanding at September 30, 2023		6,174,419		$	6.37		6.74	$	7,529,935
Exercisable at September 30, 2023		4,281,954		$	6.31		5.83	$	5,791,281

Summary of Activity Relating to Restricted Stock Units

The table below summarizes activity relating to restricted stock units (RSUs) for the nine months ended September 30, 2023:


	Number of Shares			Weighted-Average Grant Date Fair Value
Outstanding at December 31, 2022		1,184,603		$	4.95
Granted		238,750			6.76
Exercised/Released		(3,316	)		4.72
Cancelled / Forfeited		(19,896	)		4.72
Vested		(373,868	)		5.30
Outstanding at September 30, 2023		1,026,273		$	5.25

Summary of Employee Stock Purchase Plan Activity

A summary of the weighted-average grant-date fair value, and total stock-based compensation expense recognized related to the 2016 ESPP are as follows:


	Nine Months Ended September 30,
	2023		2022
Weighted-average grant-date fair value per share	$	3.09	$	1.48
Total stock-based compensation expense	$	38,931	$	49,197

Accrued Expenses - Schedule of Accrued Expenses (Detail) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Accrued compensation	$ 5,240,956	$ 3,821,904
Accrued research and development expanses	1,972,031	8,476,422
Accrued other expenses	630,402	1,767,559
Total Accrued expenses	$ 7,843,389	$ 14,065,885

Stock-Based Compensation - Schedule of Stock-Based Compensation Expense (Detail) - USD ($)	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, Compensation Cost [Line Items]
Allocated Share Based Compensation Expense	$ 789,217	$ 2,236,771	$ 6,553,112	$ 5,467,684
Research and Development Expenses [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Allocated Share Based Compensation Expense	403,904	1,130,360	3,457,642	2,616,043
General and Administrative Expenses [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Allocated Share Based Compensation Expense	$ 385,313	$ 1,106,411	$ 3,095,470	$ 2,851,641

Cash, Cash Equivalents and Marketable Securities (Tables)

9 Months Ended

Sep. 30, 2023

Cash and Cash Equivalents [Abstract]

Schedule of Cash, and Cash Equivalents

At September 30, 2023, cash and cash equivalents were comprised of:


	Carrying Amount		Unrecognized Gain		Unrecognized Loss		Estimated Fair Value		Cash and Cash Equivalents		Current Marketable Securities
Cash	$	96,803,484	$	—	$	—	$	96,803,484	$	96,803,484	$	—
Money market funds		46,531,404		—		—	$	46,531,404		46,531,404		—
Total cash and cash equivalents	$	143,334,888	$	—	$	—	$	143,334,888	$	143,334,888	$	—

There were no marketable securities held at September 30, 2023.

At December 31, 2022, cash, cash equivalents, and marketable securities were comprised of:


	Carrying Amount		Unrecognized Gain		Unrecognized Loss			Estimated Fair Value		Cash and Cash Equivalents		Current Marketable Securities
Cash	$	135,151,081	$	—	$	—		$	135,151,081	$	135,151,081	$	—
Money market funds		9,268,283		—		—			9,268,283		9,268,283		—
Total cash and cash equivalents	$	144,419,364	$	—	$	—		$	144,419,364	$	144,419,364		—

U.S. government agency securities		29,985,458		—		(103,938	)		29,881,520		—		29,881,520
Available for sale (1)		29,985,458		—		(103,938	)		29,881,520		—		29,881,520
Total cash, cash equivalents, and current marketable securities										$	144,419,364	$	29,881,520

(1)

Available for sale securities are reported at fair value with unrealized gains and losses reported net of taxes, if material, in other comprehensive income.

Stock-Based Compensation - Summary of Stock Option Activity (Parenthetical) (Detail)	Sep. 30, 2023 $ / shares
Share-Based Payment Arrangement [Abstract]
Closing market value of common stock	$ 6.68

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Operating expenses:
Research and development	$ 6,961,669	$ 11,539,620	$ 25,160,437	$ 38,344,594
General and administrative	2,588,701	3,244,936	11,535,868	10,638,602
Loss from operations	(9,550,370)	(14,784,556)	(36,696,305)	(48,983,196)
Other income (expense):
Interest income	1,902,242	648,242	5,463,928	1,094,001
Interest expense	(538,743)	(416,917)	(1,557,171)	(1,233,279)
Total other income (expense), net	1,363,499	231,325	3,906,757	(139,278)
Net loss	$ (8,186,871)	$ (14,553,231)	$ (32,789,548)	$ (49,122,474)
Earnings Per Share, Basic	$ (0.14)	$ (0.25)	$ (0.56)	$ (0.84)
Earnings Per Share, Diluted	$ (0.14)	$ (0.25)	$ (0.56)	$ (0.84)
Weighted Average Number of Shares Outstanding, Basic	58,990,189	58,457,863	58,858,631	58,352,991
Weighted Average Number of Shares Outstanding, Diluted	58,990,189	58,457,863	58,858,631	58,352,991

Stockholders' Equity - Additional Information (Detail) - USD ($) $ in Millions	1 Months Ended	3 Months Ended
	Mar. 31, 2021	Sep. 30, 2022
Common Stock [Member]
Class Of Stock [Line Items]
Issuance of common stock, employee stock purchase plan, Shares		21,625
Jefferies Sales Agreement [Member]
Class Of Stock [Line Items]
Issuance of common stock, employee stock purchase plan, Shares	0
Jefferies Sales Agreement [Member] \| Maximum [Member]
Class Of Stock [Line Items]
Proceeds from issuance of common stock, net of commissions and other offering costs	$ 100.0

- Definition

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

+ References

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

Reference 2: http://www.xbrl.org/2003/role/recommendedDisclosureRef
-Topic 272
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-Name Accounting Standards Codification
-Section 45
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483014/272-10-45-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 272
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482987/272-10-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
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-Section S99
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-Subparagraph (SX 210.4-08(d))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Publisher FASB
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Prepaid Expenses and Other Current Assets

9 Months Ended

Sep. 30, 2023

Prepaid Expense and Other Assets, Current [Abstract]

Prepaid Expenses and Other Current Assets

PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets at September 30, 2023 and December 31, 2022 were:


	September 30,		December 31,
	2023		2022
Deferred research and development expenses	$	3,056,972		2,605,252
Prepaid insurance expenses		605,967		432,230
Other current receivables		—		3,242,026
Miscellaneous prepaid expenses and other current assets		212,187		442,721
Total prepaid expenses and other current assets	$	3,875,126	$	6,722,229

Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Prepaid Expense and Other Assets, Current [Abstract]
Deferred research and development expenses	$ 3,056,972	$ 2,605,252
Prepaid insurance expenses	605,967	432,230
Other current receivables	0	3,242,026
Miscellaneous prepaid expenses and other current assets	212,187	442,721
Total prepaid expenses and other current assets	$ 3,875,126	$ 6,722,229

Commitments and Contingencies (Additional Information) (Details)	9 Months Ended
	Sep. 30, 2023 USD ($)
Commitments And Contingencies [Line Items]
Outstanding material claims	$ 0
Reserve for indemnification	0
M E E I Agreement [Member]
Commitments And Contingencies [Line Items]
Additional equity consideration issuable	0
Second And Third Anniversary [Member] \| M E E I Agreement [Member]
Commitments And Contingencies [Line Items]
Non-creditable non-refundable license maintenance fees	15,000
Fourth And Fifth Anniversary [Member] \| M E E I Agreement [Member]
Commitments And Contingencies [Line Items]
Non-creditable non-refundable license maintenance fees	25,000
Sixth And Subsequent Anniversary [Member] \| M E E I Agreement [Member]
Commitments And Contingencies [Line Items]
Non-creditable non-refundable license maintenance fees	$ 35,000