0000950170-24-127116 | 10-Q | XBRL Viewer | Cyclerion Therapeutics INC

Accrued Expenses and Other Current Liabilities

9 Months Ended

Sep. 30, 2024

Accrued Liabilities and Other Liabilities [Abstract]

Accrued Expenses and Other Current Liabilities

7. Accrued Expenses and Other Current Liabilities

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


	September 30,		December 31,
	2024		2023
Salaries	$	18	$	11
Professional fees		263		685
Other		43		102
Accrued expenses and other current liabilities	$	324	$	798

Fair Value of Financial Instruments (Tables)

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

Schedule of financial assets measured at fair value on a recurring basis and indicating the level of the fair value hierarchy

The Company’s cash equivalents are generally classified within Level 1 of the fair value hierarchy. The following tables present information about the Company’s financial assets measured at fair value on a recurring basis and indicate the level of the fair value hierarchy used to determine such fair values as of September 30, 2024 and December 31, 2023 (in thousands):


	Fair Value Measurements as of September 30, 2024:
	Level 1		Level 2		Level 3		Total
Cash equivalents:
Money market funds	$	2,793	$	—	$	—	$	2,793
Cash equivalents	$	2,793	$	—	$	—	$	2,793


	Fair Value Measurements as of December 31, 2023:
	Level 1		Level 2		Level 3		Total
Cash equivalents:
Money market funds	$	7,244	$	—	$	—	$	7,244
Cash equivalents	$	7,244	$	—	$	—	$	7,244

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (3,587)	$ (3,569)
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on disposal of discontinued operations	0	(15,752)
Gain from settlement of account payable	(363)	0
Impairment loss	0	3,304
Share-based compensation expense	503	964
Changes in operating assets and liabilities:
Account receivable	(44)	96
Prepaid expenses	(179)	79
Other current assets	0	140
Operating lease assets	0	107
Other assets	0	213
Accounts payable	(531)	(2,157)
Accrued research and development costs	(18)	(1,912)
Accrued expenses and other current liabilities	(474)	(1,217)
Net cash used in operating activities	(4,693)	(19,704)
CASH FLOWS FROM INVESTING ACTIVITIES:
Net proceeds from disposal of discontinued operations	0	10,402
Net cash provided by investing activities	0	10,402
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from stock purchase agreement	0	5,000
Proceeds from exercises of stock options and ESPP	0	24
Net cash provided by financing activities	0	5,024
Effect of exchange rate changes on cash and cash equivalents	(6)	4
Net decrease in cash and cash equivalents	(4,699)	(4,274)
Cash and cash equivalents, beginning of period	7,571	13,382
Cash and cash equivalents, end of period	2,872	9,108
Supplemental Cash Flow Information [Abstract]
Non-cash gain on disposal of discontinued operations	$ 0	$ 5,350

License Agreement

9 Months Ended

Sep. 30, 2024

License Agreement [Abstract]

Option/License Agreement

13. Option/License Agreement

Option Agreement

On July 22, 2024, the Company entered into an Option to License Agreement (the “Option Agreement”) with a third party (the “Optionee”), pursuant to which the optionee has an option (the “Option”), to enter into an exclusive license to olinciguat for human therapeutics, subject to certain carveouts. Under the terms of the Option Agreement, the Optionee paid the Company an Option fee of $150,000 in August 2024. The Optionee may exercise the Option on or before February 22, 2025, which may be extended for an additional two-month period for an additional fee of $25,000. If the Optionee exercises the Option during the Option Period, the Parties shall promptly commence negotiations of the definitive license agreement. The terms of the license agreement will be negotiated in good faith within a period not to exceed 90 days after the date of exercise of the Option. If the parties cannot reach agreement, all rights revert to the Company. In addition, the Optionee has agreed to reimburse the Company for certain patent expenses incurred during the Option period. The Company recognized revenue of $0.2 million related to the Option fee payment and expense reimbursement for the three and nine months ended September 30, 2024.

Akebia License Agreement

On June 3, 2021, the Company and Akebia entered into a License Agreement (the “Akebia License Agreement”) relating to the exclusive worldwide license by the Company to Akebia of the Company's rights to the development, manufacture, medical affairs and commercialization of pharmaceutical products containing the pharmaceutical compound known as praliciguat and other related products and forms thereof enumerated in the

License Agreement (collectively, the “Products”). Pursuant to the Akebia License Agreement, Akebia will be responsible for all future research, development, regulatory, and commercialization activities for the Products.

Akebia paid a $3.0 million up-front payment to the Company upon signing of the License Agreement and the Company is eligible to receive additional milestone cash payments of up to $585 million in total potential future development, regulatory, and commercialization milestone payments for praliciguat. In addition to these cash milestone payments, if Akebia commercializes the licensed technology, Akebia will pay the Company tiered royalty payments on net sales in certain major markets at percentages ranging from the mid-single digits to the high-teens, subject to certain reductions and offsets.

Pursuant to the Akebia License Agreement, the Company determined the Akebia License Agreement represents a service arrangement under the scope of ASC 606. Given the reversion of the rights under the Akebia License Agreement represents a penalty in substance for a termination by Akebia, the contract term would be the stated term of the License Agreement.

The Company determined that the grant of license to its patents and trademarks, know how transfer, the assignment of regulatory submissions and trademarks and additional knowledge transfer assistance obligations represent a single promise and performance obligation to be transferred to Akebia over time due to the nature of the promises in the contract. The provision of development materials on hand was identified as a separate performance obligation. However, it is immaterial in the context of the contract as the development materials are low value and do not have an alternative use to the Company.

The consideration related to sales-based milestone payments, including royalties, will be recognized when the related sales occur as these amounts have been determined to relate predominantly to the license. The Company will re-evaluate the probability of achievement of the milestones and any related constraints each reporting period.

Akebia Supply Agreement

On August 3, 2021, the Company and Akebia entered into a Supply Agreement (the “Supply Agreement”) relating to the manufacturing by the Company of the Initial Supply of the Drug Product and placebo ("Initial Supply") for Akebia's use pursuant to the Akebia License Agreement. Akebia will pay the Company for the manufacturing costs at mutually agreed upon rates.

The Company determined the Supply Agreement has stand-alone value under the scope of ASC 606 and should not be combined with the Akebia License Agreement. Given that the Supply Agreement can be terminated at any time without cause with 30 days’ notice, the Company deemed the Supply Agreement to be a month-to-month contract. The manufacturing of the Initial Supply by the Company represents a single performance obligation and consideration related to the manufacturing costs will be recognized over time as costs are incurred. There was no revenue recognized as part of the Supply Agreement in the three and nine months ended September 30, 2024 and 2023.

Discontinued Operations - Schedule of discontinued operations (Details) - Discontinued Operations - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Revenues	$ 0	$ 50	$ 0	$ 50
Research and development	0	691	0	4,439
General and administrative	0	1,637	0	4,033
Total cost and expenses	0	2,328	0	8,472
Loss from operations	0	(2,278)	0	(8,422)
Gain on disposal of discontinued operations	0	15,752	0	15,752
Net gain from discontinued operations	0	13,474	0	7,330
Grants
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Revenues	$ 0	$ 50	$ 0	$ 50

Share-based Compensation Plans

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Share-based Compensation Plans

10. Share-based Compensation Plans

In 2019, Cyclerion adopted share-based compensation plans. Specifically, Cyclerion adopted the 2019 Employee Stock Purchase Plan (“2019 ESPP”) and the 2019 Equity Incentive Plan (“2019 Equity Plan”). Under the 2019 ESPP, eligible employees may use payroll deductions to purchase shares of stock in offerings under the plan, and thereby acquire an interest in the future of the Company. The 2019 Equity Plan provides for stock options, restricted stock awards ("RSAs") and restricted stock units (“RSUs”).

Cyclerion also mirrored two of Ironwood Pharmaceuticals, Inc. ("Ironwood") existing plans, the Amended and Restated 2005 Stock Incentive Plan (“2005 Equity Plan”) and the Amended and Restated 2010 Employee, Director and Consultant Equity Incentive Plan (“2010 Equity Plan"). These mirror plans were adopted to facilitate the exchange of Ironwood equity awards for Cyclerion equity awards upon the Separation as part of the equity conversion. As a result of the Separation and in accordance with the EMA, employees of both companies retained their existing Ironwood vested options and received a pro-rata share of Cyclerion options, regardless of which company employed them post-Separation. For employees that were ultimately employed by Cyclerion, unvested Ironwood options and RSUs were converted to unvested Cyclerion options and RSUs.

The following table provides share-based compensation reflected in the Company’s condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2024 and 2023 (in thousands):


	Three Months Ended September 30,					Nine Months Ended September 30,
	2024		2023			2024		2023
Research and development	$	24	$	(19	)	$	74	$	391
General and administrative		114		178			429		573
	$	138	$	159		$	503	$	964

Stock Options

Stock options granted under the Company’s equity plans generally have a ten-year term and vest over a period of four years, provided the individual continues to serve at the Company through the vesting dates. Options granted under all equity plans are exercisable at a price per share not less than the fair market value of the underlying common stock on the date of grant. The estimated fair value of options, including the effect of estimated forfeitures, is recognized over the requisite service period, which is typically the vesting period of each option.

A summary of stock option activity (excluding market-based stock options) for the nine months ended September 30, 2024, is as follows:


						Weighted
				Weighted		Average		Average
				Average		Remaining		Intrinsic
	Number			Exercise		Contractual		Value (in
	of Options			Price		Term (Years)		thousands)
Outstanding as of December 31, 2023		291,368		$	189.09		4.6	$	—
Granted		55,849		$	3.30
Exercised		—		$	—
Cancelled or forfeited		(11,237	)	$	159.50
Outstanding as of September 30, 2024		335,980		$	159.20		4.9	$	—
Exercisable at September 30, 2024		252,429		$	204.22		3.7	$	—

During the three and nine months ended September 30, 2024, the Company granted stock options to purchase an aggregate of 55,849 shares at weighted average grant fair values per option share of $2.80. During the three and nine months ended September 30, 2023, the Company granted stock options to purchase an aggregate of 4,000 shares at weighted average grant fair values per option share of $2.95. There were no options exercised during the three and nine months ended September 30, 2024 and 2023. As of September 30, 2024, the unrecognized share-based compensation expense, net of estimated forfeitures, related to all unvested time-based stock options is $0.4 million and the weighted average period over which that expense is expected to be recognized is 3.78 years.

The Company has granted certain employees performance-based options to purchase shares of common stock. These options are subject to performance-based milestone vesting. During the three and nine months ended September 30, 2024 and 2023, there were no shares that vested as a result of performance milestone achievements. No share-based compensation expense related to these performance-based options was recognized during the three and nine months ended September 30, 2024 and 2023, respectively.

Market-based Stock Options

The Company has previously granted to certain employees stock options containing market conditions that vest upon the achievement of specified price targets of the Company’s share price for a period through December 31, 2024. Vesting is measured based upon the average closing price of the Company’s share price for any thirty consecutive trading days, subject to certain service requirements. Stock compensation cost is expensed on a straight-line basis over the derived service period for each stock price target within the award, ranging from approximately 4.0 to 4.6 years. The Company accelerates expense when a stock price target is achieved prior to the derived service period. The Company does not reverse expense recognized if the share price target(s) are ultimately not achieved but expense is reversed when a stock award recipient has a break in service prior to the completion of the derived service period. As of September 30, 2024, there were 7,500 outstanding stock options containing market conditions with a weighted average exercise price of $40.20. As of September 30, 2024, there was no unrecognized compensation costs related to stock options containing market conditions.

No stock options containing market conditions were granted during the three and nine months ended September 30, 2024 and 2023.

Restricted Stock Awards

The Company granted nil and 65,000 RSAs during the three and nine months ended September 30, 2024, respectively. The fair value of all RSAs is based on the market value of the Company’s common stock on the date of

grant. Compensation expense, including the effect of estimated forfeitures, is recognized over the applicable service period.

A summary of RSA activity for the nine months ended September 30, 2024 is as follows:


				Weighted Average
	Number			Grant Date
	of Shares			Fair Value
Unvested as of December 31, 2023		170,937		$	2.28
Granted		65,000			3.35
Vested		(56,739	)		2.64
Forfeited		—			—
Unvested as of September 30, 2024		179,198		$	2.55

As of September 30, 2024, the unrecognized share-based compensation expense, net of estimated forfeitures, related to all unvested RSAs is $0.4 million and the weighted average period over which that expense is expected to be recognized is 2.92 years.

Leases - Sublease as Lessor (Details) $ in Millions	9 Months Ended
Leases - Sublease as Lessor (Details) $ in Millions	Sep. 30, 2024 USD ($)	Sep. 15, 2020 ft²
Sublease as lessor
Rentable space terminated from lease agreement (in square feet) \| ft²		15,700
Sublease termination agreement estimated fair value of rooms	$ 1.5
Sublease termination agreement estimated fair value of services	2.9
Prepaid rooms balance reclassified from other assets	$ 1.4
Term of lease	8 years 10 months 17 days

Property and Equipment

9 Months Ended

Sep. 30, 2024

Property, Plant and Equipment [Abstract]

Property and Equipment

6. Property and Equipment

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


	September 30,			December 31,
	2024			2023
Software	$	126		$	126
Property and equipment, gross		126			126
Less: accumulated depreciation and amortization		(126	)		(126	)
Property and equipment, net	$	—		$	—

During the nine months ended September 30, 2024 and 2023, the Company did not record depreciation and amortization expenses.

Workforce Reductions (Tables)

9 Months Ended

Sep. 30, 2024

Restructuring and Related Activities [Abstract]

Schedule of accrued liabilities activity allocated to Cyclerion in connection with the reductions in workforce

The following table summarizes the accrued liabilities activity recorded in connection with the reduction in workforce for the nine months ended September 30, 2023 (in thousands):


	Amounts accrued at December 31, 2022			Charges			Amount paid		Adjustments		Amounts accrued at September 30, 2023
Workforce reductions	$	(809	)	$	(565	)	$	1,074	$	—	$	(300	)
Total	$	(809	)	$	(565	)	$	1,074	$	—	$	(300	)

Accrued Expenses and Other Current Liabilities (Tables)

9 Months Ended

Sep. 30, 2024

Accrued Liabilities and Other Liabilities [Abstract]

Schedule of accrued expenses and other current liabilities

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


	September 30,		December 31,
	2024		2023
Salaries	$	18	$	11
Professional fees		263		685
Other		43		102
Accrued expenses and other current liabilities	$	324	$	798

Nature of Business

9 Months Ended

Sep. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature of Business

1. Nature of Business

Nature of Operations

Cyclerion Therapeutics, Inc. (“Cyclerion”, the “Company” or “we”) became an independent public company on April 1, 2019 after Ironwood Pharmaceuticals, Inc., or Ironwood, completed a tax-free spin-off of its novel soluble guanylate cyclase ("sGC") business, which we refer to herein as the "Separation". Cyclerion has one employee as of September 30, 2024.

At inception, Cyclerion was a biopharmaceutical company focused on the treatment of serious diseases with sGC stimulators in both the central nervous system ("CNS") and the periphery. The nitric oxide ("NO") sGC cyclic guanosine monophosphate ("cGMP") signaling pathway is a fundamental mechanism that precisely controls key aspects of physiology throughout the body. The NO-sGC-cGMP pathway regulates diverse and critical biological functions in both the CNS and the periphery and has been successfully targeted with several drugs.

Praliciguat is an orally administered, once-daily systemic sGC stimulator. On June 3, 2021, Cyclerion entered into a license agreement (as defined below) with Akebia Therapeutics Inc. (“Akebia”) relating to the exclusive worldwide license to Akebia of the Company's rights to the development, manufacture, medical affairs and commercialization of pharmaceutical products containing praliciguat and other related products and forms thereof enumerated in such agreement. Cyclerion is eligible to receive up to $585 million in total potential future development, regulatory, and commercialization milestone payments. Cyclerion is also eligible to receive tiered, sales-based royalties ranging from single-digit to high-teen percentages and subject to reduction upon expiration of patent rights or the launch of a generic product.

Olinciguat is a Phase 2 orally administered, once-daily, vascular sGC stimulator that Cyclerion intends to out-license to an entity with strong cardiovascular and/or cardiopulmonary capabilities.

Zagociguat is a clinical-stage CNS-penetrant sGC stimulator that has shown rapid improvement in cerebral blood flow, functional brain connectivity, brain response to visual stimulus, cognitive performance, and biomarkers associated mitochondrial function and inflammation in clinical studies. CY3018 is a CNS-targeted sGC stimulator that preferentially localizes to the brain and has a pharmacology profile that suggests its potential for the treatment of neuropsychiatric diseases and disorders. On July 28, 2023, the Company sold zagociguat and CY3018 to Tisento Therapeutics, Inc. (“Tisento”), a newly formed private company focused on their development, in exchange for $8.0 million in cash consideration, $2.4 million as reimbursement for certain operating expenses related to zagociguat and CY3018 for the period between signing and closing of the transaction, and 10% of all of Tisento’s parent’s outstanding equity securities. See “Asset Purchase Agreement” and “Note 4” below.

Cyclerion is actively evaluating other activities aimed at enhancing shareholder value, which may potentially include collaborations, licenses, mergers, acquisitions and/or other targeted investments.

The Company has shifted its strategy to identify, non-sGC stimulator assets within the CNS therapeutic area to build a new portfolio. If the Company identifies and acquires or licenses suitable new assets, the Company will seek to develop the new assets and retain contract research, development and manufacturing organizations for these specific purposes. Additionally, Cyclerion plans to seek to raise funds for further research and development activities associated with any new assets. The Company’s goal is to find the best combination of capital, capabilities, and transactions that will enable the advancement of current and any future assets the Company may acquire for patients in a way that maximizes shareholder value.

Cyclerion GmbH, a wholly owned subsidiary, was incorporated in Zug, Switzerland on May 3, 2019. The functional currency is the Swiss franc. The liquidation process for Cyclerion GmbH has been concluded and the subsidiary was de-registered in May 2024.

Cyclerion Securities Corporation, a wholly owned subsidiary, was incorporated in Massachusetts on November 15, 2019 and was granted securities corporation status in Massachusetts for the 2019 tax year. Cyclerion Securities Corporation has no employees.

Stock Purchase Agreement

In March 2023, the Company entered into a stock purchase agreement with the Company's former Chief Executive Officer (the “Former CEO”) pursuant to which he invested $5 million in cash for 225,000 shares of common stock and 351,037 shares of Series A Convertible Preferred Stock of the Company at a price of $8.68 per share (after giving effect to the 1-for-20 reverse stock split the Company implemented on May 15, 2023). Such Series A Convertible Preferred Stock is convertible into shares of the Company's common stock on a one-to-one basis. The closing of the equity investment took place on May 19, 2023, and (to comply with Nasdaq listing requirements) the Company's shareholders approved such convertibility on July 19, 2023.

Asset Purchase Agreement

On May 11, 2023, the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with an investor group that included the Former CEO, JW Celtics Investment Corp and JW Cycle Inc. which subsequently changed their names to Tisento Therapeutics Holdings Inc. (“Tisento Parent”) and Tisento. Upon the closing on July 28, 2023, of the transactions contemplated by the Asset Purchase Agreement, the Company sold to Tisento specified assets relating to the Company’s zagociguat and CY3018 programs (the "Transferred Assets") and Tisento assumed certain liabilities relating thereto, including, but not limited to (i) liabilities, costs and expenses arising after the date of the Asset Purchase Agreement relating to the employment of certain Cyclerion employees and the conduct of certain preclinical and clinical trial activities prior to the closing of the transactions contemplated by the Asset Purchase Agreement, and (ii) liabilities relating to such assets to the extent relating to the period after the closing of the transaction. In consideration for such sale and assumption, at such closing the Company received proceeds of $8.0 million as cash consideration, $2.4 million as reimbursement for certain operating expenses related to such assets for the period between signing and closing of the Asset Purchase Agreement, and shares of common stock of Tisento Parent comprising 10% of the then issued and outstanding equity securities of Tisento Parent immediately following such closing, subject to certain protections against dilution.

Reverse Stock Split

On May 15, 2023, the Company filed Articles of Amendment to the Company's Restated Articles of Organization with the Secretary of Commonwealth of Massachusetts to effect a 1-for-20 reverse stock split of the Company's issued and outstanding shares of common stock. The reverse stock split was reflected on the Nasdaq Capital Market beginning with the opening of trading on May 16, 2023. All share amounts and per share amounts disclosed in this Quarterly Report on Form 10-Q have been adjusted retroactively to reflect the reverse stock split for all periods presented.

At-the-Market Offering

On July 24, 2020, the Company filed a Registration Statement on Form S-3 (the “Shelf”). On September 3, 2020, the Company entered into a Sales Agreement (the “Sales Agreement”) with Jefferies LLC (“Jefferies”) with respect to an at-the-market offering (the “ATM Offering”) under the Shelf. Under the ATM Offering, the Company could offer and sell, from time to time at its sole discretion, shares of its common stock, having an aggregate offering price of up to $50.0 million through Jefferies as its sales agent. The Company agreed to pay Jefferies cash commissions of 3.0 percent of the gross proceeds of sales of common stock which could be sold under the Sales Agreement. Prior to January 1, 2022, the Company sold 3,353,059 shares of its common stock for net proceeds of $12.5 million under the ATM Offering, since entering into the Sales Agreement. No shares of common stock have been issued or sold under the ATM Offering from January 1, 2022 to July 31, 2023. The Shelf expired in July 31, 2023. Due to the current market value of the Company's publicly traded common stock held by non-affiliates, the Company's ability to raise future funding though a shelf offering will be limited.

Basis of Presentation

The condensed consolidated financial statements and the related disclosures are unaudited and have been prepared in accordance with accounting principles generally accepted in the U.S. Additionally, certain information and footnote disclosures normally included in the Company’s annual financial statements have been condensed or omitted. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the Securities and Exchange Commission on March 5, 2024.

In the opinion of management, the unaudited interim condensed consolidated financial statements reflect all normal recurring adjustments considered necessary for a fair presentation of the Company’s financial position and the results of its operations for the interim periods presented. The results of operations for the three and nine months ended September 30, 2024 and 2023 are not necessarily indicative of the results that may be expected for the full year or any other subsequent interim period.

The condensed consolidated financial statements include the financial statements of the Company and its wholly owned subsidiaries, Cyclerion GmbH (prior to its deregistration), and Cyclerion Securities Corporation. All significant intercompany accounts and transactions have been eliminated in the preparation of the accompanying condensed consolidated financial statements.

Going Concern

At each reporting period, in accordance with Accounting Standards Codification ("ASC") 205-40, Going Concern, the Company evaluates whether there are conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The Company’s evaluation entails analyzing prospective operating budgets and forecasts for expectations of the Company’s cash needs and comparing those needs to the current cash and cash equivalent balances. The Company is required to make certain additional disclosures if it concludes substantial doubt exists and it is not alleviated by the Company’s plans or when its plans alleviate substantial doubt about the Company’s ability to continue as a going concern.

This evaluation initially does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented as of the date the financial statements are issued. When substantial doubt exists under this methodology, management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about the Company’s ability to continue as a going concern. The mitigating effect of management’s plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that these condensed consolidated financial statements are issued. In performing its analysis, management excluded certain elements of its operating plan that cannot be considered probable. Under ASC 205-40, the future receipt of potential funding from future partnerships, license payments, equity or debt issuances, certain cost reduction measures and the achievement of potential milestone payments from Akebia cannot be considered probable at this time because these plans are not entirely within the Company’s control and/or have not been approved by the Board of Directors as of the date of these condensed consolidated financial statements.

The Company expects that its cash and cash equivalents as of September 30, 2024, will be sufficient to fund operations through mid-2025, however the Company will need to obtain additional funding to sustain operations as it expects to continue to generate operating losses for the foreseeable future. The Company's expectation to generate negative operating cash flows in the future and the need for additional funding to support its planned operations, raise substantial doubt regarding the Company’s ability to continue as a going concern. Management's plans to alleviate the conditions that raise substantial doubt include reduced spending, and the pursuit of additional capital. Management has concluded the likelihood that its plan to successfully obtain sufficient funding, or adequately reduce expenditures, while reasonably possible, is less than probable. Accordingly, the Company has concluded that substantial doubt exists about the Company’s ability to continue as a going concern. The accompanying financial statements have been prepared on a going concern basis, which contemplates the

realization of assets and satisfaction of liabilities in the ordinary course of business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described above.

Share-based Compensation Plans - Schedule of Stock Option Activity (Details) - Employee Stock Option - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Number of Options
Outstanding at beginning of the year (in shares)		291,368
Granted (in shares)	4,000	55,849	4,000
Exercised (in shares)		0
Cancelled or forfeited (in shares)		(11,237)
Outstanding at end of the year (in shares)		335,980		291,368
Exercisable (in shares)		252,429
Weighted Average Exercise Price
Outstanding at beginning of the year (in dollars per share)		$ 189.09
Granted (in dollars per share)		3.3
Exercised (in dollars per share)		0
Cancelled or forfeited (in dollars per share)		159.5
Outstanding at end of the year (in dollars per share)		159.2		$ 189.09
Exercisable (in dollars per share)		$ 204.22
Weighted Average Remaining Contractual Term (years)
Weighted Average Remaining Contractual Term (years)		4 years 10 months 24 days		4 years 7 months 6 days
Weighted Average Remaining Contractual Term (years)		3 years 8 months 12 days
Aggregate Intrinsic Value, Outstanding		$ 0		$ 0
Aggregate Intrinsic Value, Exercisable		$ 0

Discontinued Operations - Schedule of significant non-cash item for the discontinued operations that are included in the accompanying consolidated statements of cash flows (Details - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Discontinued Operations
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Share-based compensation expense	$ 0	$ 0	$ 0	$ 505

Share-based Compensation Plans (Details) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024 USD ($) $ / shares shares	Sep. 30, 2023 USD ($) $ / shares shares	Sep. 30, 2024 USD ($) TradingDay $ / shares shares	Sep. 30, 2023 USD ($) $ / shares shares	Dec. 31, 2023 $ / shares shares
Restricted Stock Awards
Share-based Compensation Plans
Granted (in shares)	0		65,000
Restricted Stock Awards \| Director
Share-based Compensation Plans
Unrecognized share-based compensation expense \| $	$ 400		$ 400
Expected period to recognize the expense			2 years 11 months 1 day
Employee Stock Option
Share-based Compensation Plans
Number of share options granted	55,849		55,849
Total intrinsic value \| $	$ 0	$ 0	$ 0	$ 0
Unrecognized share-based compensation expense \| $	$ 400		$ 400
Expected period to recognize the expense			3 years 9 months 10 days
Granted (in shares)		4,000	55,849	4,000
Cancelled or forfeited (in dollars per share) \| $ / shares			$ 159.5
Outstanding stock options	335,980		335,980		291,368
Weighted average exercise price \| $ / shares	$ 159.2		$ 159.2		$ 189.09
Weighted average grant date fair value per option share \| $ / shares	$ 2.8	$ 2.95	$ 2.8	$ 2.95
Performance stock options
Share-based Compensation Plans
Share based compensation expense \| $	$ 0	$ 0	$ 0	$ 0
Number of shares vested	0	0	0	0
Market-based Stock Options
Share-based Compensation Plans
Granted (in shares)	0	0	0	0
Threshold consecutive trading days, used as a base for measurement of vesting of stock awards \| TradingDay			30
Unrecognized share-based compensation expense \| $ \| $	$ 0		$ 0
Outstanding stock options	7,500		7,500
Weighted average exercise price \| $ / shares	$ 40.2		$ 40.2
Market-based Stock Options \| Minimum
Share-based Compensation Plans
Expected option term (in years)			4 years
Market-based Stock Options \| Maximum
Share-based Compensation Plans
Expected option term (in years)			4 years 7 months 6 days

Share-based Compensation Plans (Tables)

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of share-based compensation expense


	Three Months Ended September 30,					Nine Months Ended September 30,
	2024		2023			2024		2023
Research and development	$	24	$	(19	)	$	74	$	391
General and administrative		114		178			429		573
	$	138	$	159		$	503	$	964

Schedule of stock option activity

A summary of stock option activity (excluding market-based stock options) for the nine months ended September 30, 2024, is as follows:


						Weighted
				Weighted		Average		Average
				Average		Remaining		Intrinsic
	Number			Exercise		Contractual		Value (in
	of Options			Price		Term (Years)		thousands)
Outstanding as of December 31, 2023		291,368		$	189.09		4.6	$	—
Granted		55,849		$	3.30
Exercised		—		$	—
Cancelled or forfeited		(11,237	)	$	159.50
Outstanding as of September 30, 2024		335,980		$	159.20		4.9	$	—
Exercisable at September 30, 2024		252,429		$	204.22		3.7	$	—

Summary of RSA activity

A summary of RSA activity for the nine months ended September 30, 2024 is as follows:


				Weighted Average
	Number			Grant Date
	of Shares			Fair Value
Unvested as of December 31, 2023		170,937		$	2.28
Granted		65,000			3.35
Vested		(56,739	)		2.64
Forfeited		—			—
Unvested as of September 30, 2024		179,198		$	2.55

Discontinued Operations

9 Months Ended

Sep. 30, 2024

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

4. Discontinued Operations

On May 11, 2023, the Company entered into the Asset Purchase Agreement for Tisento’s acquisition of substantially all of the assets comprising the Company’s zagociguat and CY3018 programs, in exchange for consideration at closing of $8.0 million, the reimbursement of employee expenses and R&D expenses of $2.4 million that Tisento reimbursed the Company for upon closing, and 10% of the issued and outstanding shares of Tisento Parent (Note 5). Upon closing of the transaction, the Company transferred certain fully depreciated software included within property and equipment to Tisento.

The operations of the Transferred Assets are presented as discontinued for all periods presented. The transaction closed on July 28, 2023.

The following table presents the results of the discontinued operations for the three and nine months ended September 30, 2024 and 2023 (in thousands):


	Three Months Ended September 30,					Nine Months Ended September 30,
	2024		2023			2024		2023
Revenues:
Revenue from grants	$	—	$	50		$	—	$	50
Total revenues		—		50			—		50
Cost and expenses:
Research and development		—		691			—		4,439
General and administrative		—		1,637			—		4,033
Total cost and expenses		—		2,328			—		8,472
Loss from operations		—		(2,278	)		—		(8,422	)
Gain on disposal of discontinued operations		—		15,752			—		15,752
Net gain from discontinued operations	$	—	$	13,474		$	—	$	7,330

The following table presents the significant non-cash item for the discontinued operations that are included in the accompanying consolidated statements of cash flows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Cash flows from operating activities:
Share-based compensation expense	$	—	$	—	$	—	$	505

Nature of Business (Details) $ / shares in Units, $ in Thousands			3 Months Ended			9 Months Ended		17 Months Ended	19 Months Ended
	Jul. 28, 2023 USD ($)	Jul. 24, 2020 USD ($)	Sep. 30, 2024 USD ($) $ / shares	Sep. 30, 2023 USD ($)	Jun. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) $ / shares	Sep. 30, 2023 USD ($)	Dec. 31, 2021 USD ($)	Jul. 31, 2023 USD ($)	Dec. 31, 2023 $ / shares	Mar. 31, 2023 USD ($) $ / shares shares	Nov. 15, 2019 Employee
Nature of Business
Number of employees \| Employee												0
Common stock issued or sold under the ATM Offering								$ 3,353,059	$ 0
Issuance of common stock					$ 1,953
Cash commission of gross proceeds of sales of common stock, percentage		3.00%
Proceeds from stock purchase agreement						$ 0	$ 5,000
Equity investment in cash											$ 5,000
Cash consideration transferrred	$ 8,000
Operating expenses	$ 2,400		$ 1,322	$ 6,015		$ 4,324	$ 11,156
Preferred stock, par value (in dollars per share) \| $ / shares			$ 0			$ 0				$ 0
Series A Convertible Preferred Stock
Nature of Business
Preferred stock, shares issued \| shares											351,037
Preferred stock, par value (in dollars per share) \| $ / shares											$ 8.68
Common Stock
Nature of Business
Common stock shares issued \| shares											225,000
ATM Offering \| Jefferies LLC
Nature of Business
Proceeds from stock purchase agreement								$ 12,500
ATM Offering \| Maximum \| Jefferies LLC
Nature of Business
Issuance of common stock		$ 50,000
Cyclerion Securities Corporation
Nature of Business
Commercialization milestone payments						$ 585,000
Tisento Therapeutics Holdings Inc
Nature of Business
Outstanding equity securities	10.00%

Workforce Reductions (Details) $ in Thousands		3 Months Ended	9 Months Ended
Workforce Reductions (Details) $ in Thousands	Oct. 06, 2022 Employees	Sep. 30, 2023 USD ($)	Sep. 30, 2023 USD ($)
Restructuring Cost and Reserve [Line Items]
Beginning of period			$ (809)
Charges			(565)
Amount paid			1,074
Adjustments			0
End of period		$ (300)	(300)
Workforce Reductions Plan [Member]
Restructuring Cost and Reserve [Line Items]
Beginning of period			(809)
Charges			(565)
Amount paid			1,074
Adjustments			0
End of period		(300)	(300)
Current workforce reductions \| October 2022 Current Workforce Reduction
Restructuring Cost and Reserve [Line Items]
Reduction in workforce, number of employees \| Employees	13
Current workforce reductions \| 2023 Further Workforce Deductions [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring costs		$ 500	$ 600

Subsequent Events

9 Months Ended

Sep. 30, 2024

Subsequent Events [Abstract]

Subsequent Events

14. Subsequent Events

The Company has evaluated all events and transactions that occurred after the balance sheet date through the date the consolidated financial statements were issued and determined that there were no such events requiring recognition or disclosure in the consolidated financial statements.

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
Preferred stock, par value (in dollars per share)	$ 0	$ 0
Preferred Stock, Shares authorized	500,000	500,000
Common stock, par value (in dollars per share)	$ 0	$ 0
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	2,710,096	2,645,096
Common stock, shares outstanding	2,530,898	2,474,159
SeriesA Convertible Preferred Stock [Member]
Preferred stock, shares issued	351,037	351,037
Preferred Stock, Shares outstanding	351,037	351,037

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Revenues:
Option to license revenue	$ 194	$ 0	$ 194	$ 0
Total revenues	194	0	194	0
Cost and expenses:
Research and development	81	580	230	1,491
General and administrative	1,241	2,131	4,094	6,361
Impairment loss	0	3,304	0	3,304
Total cost and expenses	1,322	6,015	4,324	11,156
Loss from operations	(1,128)	(6,015)	(4,130)	(11,156)
Other income, net
Interest income	42	107	180	257
Gain from settlement of account payable	363	0	363	0
Total other income, net	405	107	543	257
Net loss from continuing operations	(723)	(5,908)	(3,587)	(10,899)
Discontinued operations:
Gain from discontinued operations	0	13,474	0	7,330
Net gain (loss)	$ (723)	$ 7,566	$ (3,587)	$ (3,569)
Net gain (loss) per share - basic and diluted
Net loss per share from continuing operations - basic	$ (0.29)	$ (2.43)	$ (1.43)	$ (4.74)
Net gain (loss) per share from discontinued operations - basic	0	5.53	0	3.19
Basic net gain (loss) per share	(0.29)	3.1	(1.43)	(1.55)
Net loss per share from continuing operations - diluted	(0.29)	(2.12)	(1.43)	(4.74)
Net gain per share from discontinued operations - diluted	0	4.84	0	3.19
Diluted net gain (loss) per share	$ (0.29)	$ 2.72	$ (1.43)	$ (1.55)
Weighted average shares used in calculating:
Basic shares	2,526	2,435	2,510	2,299
Diluted shares	2,526	2,786	2,510	2,299
Other comprehensive loss:
Net Income (Loss)	$ (723)	$ 7,566	$ (3,587)	$ (3,569)
Other comprehensive loss:
Foreign currency translation adjustment gain (loss)	0	(2)	(6)	2
Comprehensive loss	$ (723)	$ 7,564	$ (3,593)	$ (3,567)

Loss per share - Schedule Of Earnings Per Share Diluted By Common Class (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Dilutive securities, effect on basic earnings per share, options and restrictive stock units	$ 873,715	$ 320,107	$ 873,715	$ 671,144
Stock Options
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Dilutive securities, effect on basic earnings per share, options and restrictive stock units	343,480	320,107	343,480	320,107
Restricted Stock Awards
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Dilutive securities, effect on basic earnings per share, options and restrictive stock units	$ 179,198	$ 0	$ 179,198	$ 0
Preferred Stock
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Anti-dilutive securities excluded from the calculation of diluted loss per share	351,037	0	351,037	351,037

Fair Value of Financial Instruments (Details) - Recurring - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Cash equivalents:
Total cash equivalents	$ 2,793	$ 7,244
Level 1
Cash equivalents:
Total cash equivalents	2,793	7,244
Money market funds
Cash equivalents:
Total cash equivalents	2,793	7,244
Money market funds \| Level 1
Cash equivalents:
Total cash equivalents	$ 2,793	$ 7,244

Property and Equipment (Details) - USD ($) $ in Thousands	9 Months Ended
Property and Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Property and Equipment
Property and equipment. gross	$ 126		$ 126
Less: accumulated depreciation and amortization	(126)		(126)
Property and equipment, net	0		0
Property and Equipment
Property and Equipment
Depreciation and amortization	0	$ 0
Software
Property and Equipment
Property and equipment. gross	$ 126		$ 126

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2024	Nov. 09, 2024
Cover [Abstract]
Entity Registrant Name	CYCLERION THERAPEUTICS, INC.
Document Type	10-Q
Document Period End Date	Sep. 30, 2024
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		2,710,096
Entity Central Index Key	0001755237
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Entity Tax Identification Number	83-1895370
Entity File Number	001-38787
Entity Incorporation, State or Country Code	MA
Entity Address, Address Line One	245 First Street, 18th Floor
Entity Address, City or Town	Cambridge
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02142
City Area Code	857
Local Phone Number	327-8778
Title of 12(b) Security	Common Stock, no par value
Trading Symbol	CYCN
Security Exchange Name	NASDAQ

Workforce Reductions

9 Months Ended

Sep. 30, 2024

Restructuring and Related Activities [Abstract]

Workforce Reductions

12. Workforce Reductions

On October 6, 2022, the Company began a reduction of its current workforce by thirteen (13) full-time employees to align its resources with its current priorities of focusing on a mitochondrial disease-focused strategy. The workforce reduction was completed in the fourth quarter of 2022. No cost related to the 2022 Workforce Reduction was recognized during the three and nine months ended September 30, 2024 and 2023.

The Company had further reductions of workforce in 2023 in connection with the sale of the Transferred Assets to Tisento and change to the Company’s strategy. The Company recorded total costs of approximately $0.5 million and $0.6 million related to the reduction in workforce during the three and nine months ended September 30, 2023, respectively. No cost related to further workforce reductions was recognized during the three and nine months ended September 30, 2024.

All the accrued liabilities were paid off as of December 31, 2023 and no activities occurred during the three and nine months ended September 30, 2024. The following table summarizes the accrued liabilities activity recorded in connection with the reduction in workforce for the nine months ended September 30, 2023 (in thousands):


	Amounts accrued at December 31, 2022			Charges			Amount paid		Adjustments		Amounts accrued at September 30, 2023
Workforce reductions	$	(809	)	$	(565	)	$	1,074	$	—	$	(300	)
Total	$	(809	)	$	(565	)	$	1,074	$	—	$	(300	)

Commitments and Contingencies

9 Months Ended

Sep. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

8. Commitments and Contingencies

Other Funding Commitments

In the normal course of business, the Company enters into contracts with clinical research organizations and other third parties for clinical and preclinical research studies and other services and products for operating purposes. These contracts are generally cancellable, with notice, at the Company’s option and do not have any significant cancellation penalties.

Indemnification Obligations

On September 6, 2018, Cyclerion was incorporated in Massachusetts and its officers and directors are indemnified for certain events or occurrences while they are serving in such capacity.

The Company enters into certain agreements with other parties in the ordinary course of business that contain indemnification provisions. These typically include agreements with directors and officers, business partners, contractors, clinical sites and customers. Under these provisions, the Company generally indemnifies and holds harmless the indemnified party for losses suffered or incurred by the indemnified party as a result of the Company’s activities. These indemnification provisions generally survive termination of the underlying agreements. The maximum potential amount of future payments the Company could be required to make under these indemnification provisions is unlimited. However, to date the Company has not incurred material costs to defend lawsuits or settle claims related to these indemnification provisions. As a result, the estimated fair value of these obligations is minimal. Accordingly, the Company did not have any liabilities recorded for these obligations as of September 30, 2024 and December 31, 2023.

Separation Benefits

As part of the separation benefit of the former Chief Financial Officer, the Company paid $0.1 million in May 2024 and August 2024, as the former Chief Financial Officer had not secured full-time employment prior to the six-month anniversary and nine-month anniversary of November 15, 2023. The Company has no further separation benefits obligation as of September 30, 2024.

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The condensed consolidated financial statements and the related disclosures are unaudited and have been prepared in accordance with accounting principles generally accepted in the U.S. Additionally, certain information and footnote disclosures normally included in the Company’s annual financial statements have been condensed or omitted. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the Securities and Exchange Commission on March 5, 2024. In the opinion of management, the unaudited interim condensed consolidated financial statements reflect all normal recurring adjustments considered necessary for a fair presentation of the Company’s financial position and the results of its operations for the interim periods presented. The results of operations for the three and nine months ended September 30, 2024 and 2023 are not necessarily indicative of the results that may be expected for the full year or any other subsequent interim period. The condensed consolidated financial statements include the financial statements of the Company and its wholly owned subsidiaries, Cyclerion GmbH (prior to its deregistration), and Cyclerion Securities Corporation. All significant intercompany accounts and transactions have been eliminated in the preparation of the accompanying condensed consolidated financial statements.
New Accounting Pronouncements	New Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that are adopted by the Company as of the specified effective date. Except as discussed elsewhere in the notes to the consolidated financial statements, the Company did not adopt any new accounting pronouncements during the nine months ended September 30, 2024 that had a material effect on its condensed consolidated financial statements. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280 on an interim and annual basis. ASU 2023-07 is effective for annual reporting periods beginning after December 15, 2023, and for interim reporting periods beginning January 1, 2025, with early adoption permitted. The Company is currently evaluating the impact that adoption of ASU 2023-07 will have on the Company's consolidated financial statement disclosures. In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses. This standard requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. As a smaller reporting company, ASU 2016-13 will become effective for the Company for fiscal years beginning after December 15, 2022, and early adoption is permitted. The Company adopted ASU 2016-13 in the first quarter of 2023, and the adoption of this standard did not have any impact on the Company's financial position or results of operations. No other accounting standards known by the Company to be applicable to it that have been issued by the FASB or other standard-setting bodies and that do not require adoption until a future date are expected to have a material impact on the Company’s condensed consolidated financial statements upon adoption.

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (723)	$ (1,322)	$ (1,542)	$ 7,566	$ (4,181)	$ (6,954)	$ (3,587)	$ (3,569)

- Definition

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

+ References

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

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
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-URI https://asc.fasb.org/1943274/2147483443/250-10-50-9

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
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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
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147480175/815-40-65-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/exampleRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Reference 20: http://www.xbrl.org/2003/role/disclosureRef
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Reference 22: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Option/License Agreement - Additional Information (Detail) - USD ($) $ in Thousands			1 Months Ended	3 Months Ended		9 Months Ended
	Jul. 22, 2024	Jun. 03, 2021	Aug. 31, 2024	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Option Fee			$ 150,000
Option additional fee	$ 25,000
Recognized revenue related to the option fee payment and expense reimbursement				$ 200		$ 200
Revenues				194	$ 0	194	$ 0
Akebia Research License Agreement [Member]
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Up Front Payment Received		$ 3,000
Additional milestone cash payment		$ 585,000
Akebia Supply Agreement [Member]
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Revenues				$ 0	$ 0	$ 0	$ 0

- Definition

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

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+ Details

Share-based Compensation Plans - Summary of RSA Activity (Details) - Restricted Stock Awards - $ / shares	3 Months Ended	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Unvested at the beginning of the period (in shares)		170,937
Granted (in shares)	0	65,000
Vested (in shares)		(56,739)
Forfeited (in shares)		0
Unvested the end of the period (in shares)	179,198	179,198
Weighted-Average Grant Date Fair Value
Unvested at the beginning of the period (in dollars per share)		$ 2.28
Granted (in dollars per share)		3.35
Vested (in dollars per share)		2.64
Forfeited (in dollars per share)		0
Unvested restricted common stock at the end of the period (in dollars per share)	$ 2.55	$ 2.55

Other Investment - Additional Information (Details) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
	Jul. 28, 2023	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Investment Holdings, Other than Securities [Line Items]
Cash consideration transferrred	$ 8,000
Operating expenses	$ 2,400	$ 1,322	$ 6,015	$ 4,324	$ 11,156
Impairment loss on other investments				$ 0
Tisento Therapeutics Holdings Inc
Investment Holdings, Other than Securities [Line Items]
Outstanding equity securities	10.00%
Fair value of outstanding equity securities	$ 5,300
Treasury rate
Investment Holdings, Other than Securities [Line Items]
Net assets percentage	4.01%
Minimum \| Weighted average investment
Investment Holdings, Other than Securities [Line Items]
Net assets percentage	21.00%
Minimum \| Terminal decline rate
Investment Holdings, Other than Securities [Line Items]
Net assets percentage	25.00%
Maximum \| Weighted average investment
Investment Holdings, Other than Securities [Line Items]
Net assets percentage	23.00%
Maximum \| Terminal decline rate
Investment Holdings, Other than Securities [Line Items]
Net assets percentage	75.00%

Discontinued Operations - Additional Information (Details) - USD ($) $ in Thousands			3 Months Ended		9 Months Ended
	Jul. 28, 2023	May 11, 2023	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Consideration on acquisition transferred	$ 8,000
Research and Development Expense			$ 81	$ 580	$ 230	$ 1,491
Tisento Therapeutics Holdings Inc
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Equity securities, percentage	10.00%
Tisento Therapeutics Holdings Inc \| Discontinued Operations
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Consideration on acquisition transferred		$ 8,000
Research and Development Expense		$ 2,400
Equity securities, percentage		10.00%

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 2,872	$ 7,571
Account receivable	44	0
Prepaid expenses	621	442
Other current assets	11	11
Total current assets	3,548	8,024
Other investment	5,350	5,350
Total assets	8,898	13,374
Current liabilities:
Accounts payable	304	1,198
Accrued research and development costs	72	90
Accrued expenses and other current liabilities	324	798
Total current liabilities	700	2,086
Commitments and contingencies (Note 8)	0	0
Stockholders' equity
Preferred shares, no par value, 500,000 shares authorized and 351,037 series A convertible preferred stock issued and outstanding at September 30, 2024 and December 31, 2023	0	0
Common stock, no par value, 20,000,000 shares authorized at September 30, 2024 and December 31, 2023; 2,710,096 and 2,645,096 shares issued at September 30, 2024 and December 31, 2023, respectively; 2,530,898 and 2,474,159 shares outstanding at September 30, 2024 and December 31, 2023, respectively	0	0
Paid-in capital	276,220	275,717
Accumulated deficit	(268,022)	(264,417)
Accumulated other comprehensive loss	0	(12)
Total stockholders' equity	8,198	11,288
Total liabilities and stockholders' equity	$ 8,898	$ 13,374

Share-based Compensation Plans - Schedule of Share-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation	$ 138	$ 159	$ 503	$ 964
Research and development
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation	24	(19)	74	391
General and administrative
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation	$ 114	$ 178	$ 429	$ 573

- Definition

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

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+ Details

Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Accrued Liabilities and Other Liabilities [Abstract]
Salaries	$ 18	$ 11
Professional fees	263	685
Other	43	102
Accrued expenses and other current liabilities	$ 324	$ 798

Loss per share - Schedule of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Numerator:
Net loss from continuing operations	$ (723)			$ (5,908)			$ (3,587)	$ (10,899)
Net gain (loss) from discontinued operations	0			13,474			0	7,330
Net gain (loss)	$ (723)	$ (1,322)	$ (1,542)	$ 7,566	$ (4,181)	$ (6,954)	$ (3,587)	$ (3,569)
Denominator:
Weighted average shares used in calculating net loss per share - basic	2,526			2,435			2,510	2,299
Weighted average shares used in calculating net loss per share - diluted	2,526			2,786			2,510	2,299
Net gain (loss) per share - basic
Net loss per share from continuing operations	$ (0.29)			$ (2.43)			$ (1.43)	$ (4.74)
Net (gain) loss per share from discontinued operations	0			5.53			0	3.19
Total (gain) loss per share	(0.29)			3.1			(1.43)	(1.55)
Net gain (loss) per share - diluted
Net loss per share from continuing operations	(0.29)			(2.12)			(1.43)	(4.74)
Net (gain) loss per share from discontinued operations	0			4.84			0	3.19
Total gain (loss) per share	$ (0.29)			$ 2.72			$ (1.43)	$ (1.55)

Other Investment

9 Months Ended

Sep. 30, 2024

Investments, All Other Investments [Abstract]

Other Investment

5. Other Investment

On July 28, 2023, the Company closed the transactions contemplated by the Asset Purchase Agreement receiving proceeds of $8.0 million as cash consideration, approximately $2.4 million as reimbursement for certain operating expenses related to zagociguat and CY3018 programs for the period between signing and closing of the transaction, and 10% of all of Tisento Parent's outstanding equity securities which fair value was determined to be $5.3 million at the time of closing. The Company’s investment in Tisento Parent does not provide it with significant influence over Tisento Parent.

The Company has determined that the Company’s investment in Tisento Parent is an equity security, whereby such investment does not give the Company a controlling financial interest or significant influence over the investee. Further, the Company assessed the accounting for its investment in Tisento Parent in accordance with ASC 810-10, Consolidation—Overall. After determining that no scope exception applies under the guidance of ASC 810-10-15-12 and ASC 810-10-15-17, the Company concluded that it has a variable interest in Tisento Parent through its investment in Tisento Parent common stock. Tisento Parent does not have sufficient equity to finance its activities without additional subordinated financial support as Tisento Parent is a startup entity in its early stages of raising funds and will require significant capital to advance its programs to commercial stage. Therefore, the Company concluded that its investment in Tisento Parent is a variable interest entity (“VIE”) in accordance with ASC 810-10-15-14(a) and is subject to potential consolidation under the VIE model. However, all activities that most significantly impact Tisento Parent and its subsidiary’s economic performance are directed by the Tisento Parent board and the board approves decisions by a simple majority. Based on the board composition, the Company determined that no one party has control over the Tisento Parent board and power is not shared because the activities that most significantly affect Tisento Parent and its subsidiary’s economic performance do not require the consent of all of the parties. Rather, all decisions are made by a simple majority vote of the Tisento Parent board. Therefore, because the Company controls no director of Tisento Parent, the Company cannot unilaterally direct any of the activities that most significantly impact Tisento Parent and its subsidiary’s economic performance. Accordingly, the Company does not hold a controlling financial interest in Tisento Parent. Because both criteria (a) and (b) above have to be met for the application of the guidance in ASC 810-10-25-44B and criteria (a) has not been met, the Company concluded that it should not consolidate Tisento under the VIE model.

Accordingly, the Company has accounted for the investment as a financial instrument without a readily determinable fair value. Such investment is recorded using the measurement alternative for investments without readily determinable fair values, whereby the investment is measured at cost less any impairment recorded or adjustments for observable price changes. An impairment loss is recognized in the consolidated statements of operations and comprehensive loss equal to the amount by which the carrying value exceeds the fair value of the investment. As of September 30, 2024, no impairment loss was recognized. The Company considers the cost of the investment to be the maximum exposure to loss as a result of its involvement with the non-affiliated entity.

The initial fair value of the investment in Tisento Parent was determined by reference to the risk-adjusted net assets value using the discounted cash flow method. The estimated net assets value of Tisento Parent includes the cash generated/used from the operations and the proceeds from equity financing. Valuations were derived by reference to observable valuation measures for comparable companies or transactions, including weighted average cost of capital (21% to 23%), terminal decline rate (25% to 75%) and the discount rate referenced by a two-year treasury rate of 4.01%.

Property and Equipment (Tables)

9 Months Ended

Sep. 30, 2024

Property, Plant and Equipment [Abstract]

Schedule of property and equipment, net

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


	September 30,			December 31,
	2024			2023
Software	$	126		$	126
Property and equipment, gross		126			126
Less: accumulated depreciation and amortization		(126	)		(126	)
Property and equipment, net	$	—		$	—

Commitments and Contingencies - Additional Information (Details) - USD ($)	1 Months Ended		3 Months Ended		9 Months Ended
	Aug. 31, 2024	May 31, 2024	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Payment to former chief financial officer	$ 100,000	$ 100,000
Separation benefits obligation			$ 0		$ 0
Gain from settlement of account payable			$ 363,000	$ 0	$ 363,000	$ 0

Leases - Summary (Details) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
Leases - Summary (Details) - USD ($) $ in Millions	Sep. 30, 2024	Sep. 30, 2024	Aug. 01, 2022	May 31, 2021
Leases
lease expense	$ 0.0	$ 0.0
Services Expense	$ 0.0	$ 0.0
Term of lease	8 years 10 months 17 days	8 years 10 months 17 days
Licensed Room
Leases
lease expense	$ 0.1	$ 0.1
License and Service
Leases
lease expense	0.1	0.2
WeWork
Leases
Term of lease			12 months	12 months
Renewal term			6 months
Total lease costs	$ 0.0	$ 0.0

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Jun. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Discontinued Operations (Tables)

9 Months Ended

Sep. 30, 2024

Discontinued Operations and Disposal Groups [Abstract]

Schedule of discontinued operations

The following table presents the results of the discontinued operations for the three and nine months ended September 30, 2024 and 2023 (in thousands):


	Three Months Ended September 30,					Nine Months Ended September 30,
	2024		2023			2024		2023
Revenues:
Revenue from grants	$	—	$	50		$	—	$	50
Total revenues		—		50			—		50
Cost and expenses:
Research and development		—		691			—		4,439
General and administrative		—		1,637			—		4,033
Total cost and expenses		—		2,328			—		8,472
Loss from operations		—		(2,278	)		—		(8,422	)
Gain on disposal of discontinued operations		—		15,752			—		15,752
Net gain from discontinued operations	$	—	$	13,474		$	—	$	7,330

The following table presents the significant non-cash item for the discontinued operations that are included in the accompanying consolidated statements of cash flows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Cash flows from operating activities:
Share-based compensation expense	$	—	$	—	$	—	$	505

- Definition

Tabular disclosure of information related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.

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+ Details

Loss per share

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Loss per share

11. Loss per share

Basic and diluted net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the period as follows:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Numerator:
Net loss from continuing operations (in thousands)	$	(723	)	$	(5,908	)	$	(3,587	)	$	(10,899	)
Net gain (loss) from discontinued operations (in thousands)		—			13,474			—			7,330
Total net gain (loss) (in thousands)		(723	)		7,566			(3,587	)		(3,569	)

Denominator:
Weighted average shares used in calculating net loss per share — basic (in thousands)		2,526			2,435			2,510			2,299
Weighted average shares used in calculating net loss per share — diluted (in thousands)		2,526			2,786			2,510			2,299

Net gain (loss) per share — basic
Net loss per share from continuing operations	$	(0.29	)	$	(2.43	)	$	(1.43	)	$	(4.74	)
Net (gain) loss per share from discontinued operations		—			5.53			—			3.19
Total (gain) loss per share	$	(0.29	)	$	3.10		$	(1.43	)	$	(1.55	)

Net gain (loss) per share — diluted
Net loss per share from continuing operations	$	(0.29	)	$	(2.12	)	$	(1.43	)	$	(4.74	)
Net (gain) loss per share from discontinued operations		—			4.84			—			3.19
Total gain (loss) per share	$	(0.29	)	$	2.72		$	(1.43	)	$	(1.55	)

The Company excludes shares of common stock related to Preferred Stock, stock options, RSAs and RSUs from the calculation of diluted net loss per share since the inclusion of such shares would be anti-dilutive. The following table sets forth potential shares that were considered anti-dilutive for the three months ended September 30, 2024 and 2023:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Preferred Stock		351,037		—		351,037		351,037
Stock Options		343,480		320,107		343,480		320,107
RSAs		179,198		—		179,198		—
		873,715		320,107		873,715		671,144

Loss per share (Tables)

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Schedule of basic and diluted earnings per share

Basic and diluted net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the period as follows:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Numerator:
Net loss from continuing operations (in thousands)	$	(723	)	$	(5,908	)	$	(3,587	)	$	(10,899	)
Net gain (loss) from discontinued operations (in thousands)		—			13,474			—			7,330
Total net gain (loss) (in thousands)		(723	)		7,566			(3,587	)		(3,569	)

Denominator:
Weighted average shares used in calculating net loss per share — basic (in thousands)		2,526			2,435			2,510			2,299
Weighted average shares used in calculating net loss per share — diluted (in thousands)		2,526			2,786			2,510			2,299

Net gain (loss) per share — basic
Net loss per share from continuing operations	$	(0.29	)	$	(2.43	)	$	(1.43	)	$	(4.74	)
Net (gain) loss per share from discontinued operations		—			5.53			—			3.19
Total (gain) loss per share	$	(0.29	)	$	3.10		$	(1.43	)	$	(1.55	)

Net gain (loss) per share — diluted
Net loss per share from continuing operations	$	(0.29	)	$	(2.12	)	$	(1.43	)	$	(4.74	)
Net (gain) loss per share from discontinued operations		—			4.84			—			3.19
Total gain (loss) per share	$	(0.29	)	$	2.72		$	(1.43	)	$	(1.55	)

Schedule of earnings per share diluted by common class

The following table sets forth potential shares that were considered anti-dilutive for the three months ended September 30, 2024 and 2023:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Preferred Stock		351,037		—		351,037		351,037
Stock Options		343,480		320,107		343,480		320,107
RSAs		179,198		—		179,198		—
		873,715		320,107		873,715		671,144

Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands	Total	Common Stock	Preferred Stock	Paid-in capital	Accumulated deficit	Accumulated other comprehensive loss
Beginning balance at Dec. 31, 2022	$ 10,452			$ 269,626	$ (259,154)	$ (20)
Beginning balance (in shares) at Dec. 31, 2022		2,175,936
Net Income (Loss)	(6,954)				(6,954)
Issuance of common stock upon exercise of stock options, RSUs and employee stock purchase plan (in shares)		309
Share-based compensation expense related to issuance of stock options and RSUs, employee stock purchase plan and restricted stock awards	426			426
Foreign currency translation adjustment	1					1
Ending balance at Mar. 31, 2023	3,925			270,052	(266,108)	(19)
Ending balance (in shares) at Mar. 31, 2023		2,176,245
Beginning balance at Dec. 31, 2022	10,452			269,626	(259,154)	(20)
Beginning balance (in shares) at Dec. 31, 2022		2,175,936
Net Income (Loss)	(3,569)
Foreign currency translation adjustment	2
Ending balance at Sep. 30, 2023	12,873			275,614	(262,723)	(18)
Ending balance (in shares) at Sep. 30, 2023		2,445,096	351,037
Beginning balance at Mar. 31, 2023	3,925			270,052	(266,108)	(19)
Beginning balance (in shares) at Mar. 31, 2023		2,176,245
Net Income (Loss)	(4,181)				(4,181)
Issuance of common stock	1,953			1,953
Issuance of common stock (in shares)		225,000
Issuance of preferred shares	3,047			3,047
Issuance of preferred shares ( in shares)			351,037
Issuance of common stock upon exercise of stock options, RSUs and employee stock purchase plan	24			24
Issuance of common stock upon exercise of stock options, RSUs and employee stock purchase plan (in shares)		6,618
Share-based compensation expense related to issuance of stock options and RSUs, employee stock purchase plan and restricted stock awards	379			379
Foreign currency translation adjustment	3					3
Fractional shares issuance		(67)
Ending balance at Jun. 30, 2023	5,150			275,455	(270,289)	(16)
Ending balance (in shares) at Jun. 30, 2023		2,407,796	351,037
Net Income (Loss)	7,566				7,566
Vesting of restricted stock awards (in shares)		37,300
Share-based compensation expense related to issuance of stock options and RSUs, employee stock purchase plan and restricted stock awards	159			159
Foreign currency translation adjustment	(2)					(2)
Ending balance at Sep. 30, 2023	12,873			275,614	(262,723)	(18)
Ending balance (in shares) at Sep. 30, 2023		2,445,096	351,037
Beginning balance at Dec. 31, 2023	$ 11,288			275,717	(264,417)	(12)
Beginning balance (in shares) at Dec. 31, 2023	2,474,159	2,474,159	351,037
Net Income (Loss)	$ (1,542)				(1,542)
Vesting of restricted stock awards (in shares)		25,442
Share-based compensation expense related to issuance of stock options and RSUs, employee stock purchase plan and restricted stock awards	181			181
Foreign currency translation adjustment	(4)					(4)
Ending balance at Mar. 31, 2024	9,923			275,898	(265,959)	(16)
Ending balance (in shares) at Mar. 31, 2024		2,499,601	351,037
Beginning balance at Dec. 31, 2023	$ 11,288			275,717	(264,417)	(12)
Beginning balance (in shares) at Dec. 31, 2023	2,474,159	2,474,159	351,037
Net Income (Loss)	$ (3,587)
Foreign currency translation adjustment	(6)
Ending balance at Sep. 30, 2024	$ 8,198			276,220	(268,022)
Ending balance (in shares) at Sep. 30, 2024	2,530,898	2,530,898	351,037
Beginning balance at Mar. 31, 2024	$ 9,923			275,898	(265,959)	(16)
Beginning balance (in shares) at Mar. 31, 2024		2,499,601	351,037
Net Income (Loss)	(1,322)				(1,322)
Vesting of restricted stock awards (in shares)		16,273
Share-based compensation expense related to issuance of stock options and RSUs, employee stock purchase plan and restricted stock awards	184			184
Foreign currency translation adjustment	(2)					(2)
Release of foreign currency translation adjustment upon liquidation of a subsidiary					(18)	$ 18
Ending balance at Jun. 30, 2024	8,783			276,082	(267,299)
Ending balance (in shares) at Jun. 30, 2024		2,515,874	351,037
Net Income (Loss)	(723)				(723)
Vesting of restricted stock awards (in shares)		15,024
Share-based compensation expense related to issuance of stock options and RSUs, employee stock purchase plan and restricted stock awards	138			138
Foreign currency translation adjustment	0
Ending balance at Sep. 30, 2024	$ 8,198			$ 276,220	$ (268,022)
Ending balance (in shares) at Sep. 30, 2024	2,530,898	2,530,898	351,037

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

The accounting policies of the Company are set forth in Note 2. Summary of Significant Accounting Policies to the consolidated financial statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

New Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that are adopted by the Company as of the specified effective date. Except as discussed elsewhere in the notes to the consolidated financial statements, the Company did not adopt any new accounting pronouncements during the nine months ended September 30, 2024 that had a material effect on its condensed consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280 on an interim and annual basis. ASU 2023-07 is effective for annual reporting periods beginning after December 15, 2023, and for interim reporting periods beginning January 1, 2025, with early adoption permitted. The Company is currently evaluating the impact that adoption of ASU 2023-07 will have on the Company's consolidated financial statement disclosures.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses. This standard requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. As a smaller reporting company, ASU 2016-13 will become effective for the Company for fiscal years beginning after December 15, 2022, and early adoption is permitted. The Company adopted ASU 2016-13 in the first quarter of 2023, and the adoption of this standard did not have any impact on the Company's financial position or results of operations.

No other accounting standards known by the Company to be applicable to it that have been issued by the FASB or other standard-setting bodies and that do not require adoption until a future date are expected to have a material impact on the Company’s condensed consolidated financial statements upon adoption.

Leases

9 Months Ended

Sep. 30, 2024

Leases [Abstract]

Leases

9. Leases

In May 2021, the Company signed a 12-month membership agreement to lease space with WeWork at 501 Boylston Street, Boston, Massachusetts, commencing on August 1, 2021. The agreement was extended for six months on August 1, 2022. The 12-month agreement and 6-month extension are accounted for as short-term leases. No lease expense associated with the membership agreement was recognized during the three and nine months ended September 30, 2024. The Company recorded a de minimis amount in lease expense associated with the membership agreement during the three and nine months ended September 30, 2023.

On September 15, 2020, the Company entered into a Sublease Termination Agreement (the "Sublease Termination Agreement") to terminate its sublease of 15,700 rentable square feet of its leased premises under the Head Lease. Under the terms of the Sublease Termination Agreement, the subtenant was relieved of its obligation to provide future cash rental payments to the Company. The agreements requiring the former subtenant to provide licensed rooms and services to the Company free of charge through the original sublease term survived the sublease

termination. The Company gained access to the licensed rooms and services beginning in the third quarter of 2021. The letter of credit security deposit related to the sublease was released.

The Company determined that the Sublease Termination Agreement constituted a non-monetary exchange under ASC 845 Nonmonetary Transactions ("ASC 845") where, in return for the free rooms and the services, the Company agreed to terminate its rights and obligations under the sublease agreement. In accordance with ASC 845, the Company determined that the accounting for the transaction should be based on the fair value of assets or services involved. The Company estimated the fair value of the rooms and services to be approximately $1.5 million and $2.9 million, respectively.

The Company determined that the licensed rooms represent a lease under ASC Topic 842, Leases. The Company obtained control of the rooms in the third quarter of 2021 and the prepaid rooms balance of approximately $1.4 million was reclassified from other assets to a ROU asset. The related lease expense is recognized on a straight-line basis over the lease term of 8.88 years. The Company recorded a de minimis amount and $0.1 million of lease expense during the three and nine months ended September 30, 2023. The Company determined that the licensed services represent a non-lease component, which is recognized separately from the lease component for this asset class. The expense related to the licensed services is recognized on a straight-line basis over the period the services are received. The Company recorded $0.1 million and $0.2 million during the three and nine months ended September 30, 2023, respectively. Both the lease expense and services expense are recognized as a component of research and development costs in the condensed consolidated statements of operations and comprehensive loss.

After the closing of the Asset Purchase Agreement, the Company had no plans in the foreseeable future to use the licensed rooms and the Company is restricted from subleasing the rooms. In August 2023, the ROU asset and other assets were fully impaired. No lease expense or services expense was recognized during the three and nine months ended September 30, 2024.

Fair Value of Financial Instruments

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

3. Fair Value of Financial Instruments


	Fair Value Measurements as of September 30, 2024:
	Level 1		Level 2		Level 3		Total
Cash equivalents:
Money market funds	$	2,793	$	—	$	—	$	2,793
Cash equivalents	$	2,793	$	—	$	—	$	2,793


	Fair Value Measurements as of December 31, 2023:
	Level 1		Level 2		Level 3		Total
Cash equivalents:
Money market funds	$	7,244	$	—	$	—	$	7,244
Cash equivalents	$	7,244	$	—	$	—	$	7,244

During the nine months ended September 30, 2024 and 2023, there were no transfers between levels. The fair value of the Company’s cash equivalents, consisting of money market funds, is based on quoted market prices in active markets with no valuation adjustment.

The Company believes the carrying amounts of its prepaid expenses and other current assets, accounts payable, and accrued expenses approximate their fair value due to the short-term nature of these amounts.

- 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.

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+ Details