10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2023

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________________ to ___________________

Commission File Number: 001-40499

Cyteir Therapeutics, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	45-5429901
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
99 Hayden Ave., Building B, Suite 450 Lexington, MA	02421
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 857-285-4140

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	CYT	Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 4, 2023, the registrant had 35,512,837 shares of common stock, $0.001 par value per share, outstanding.

Table of Contents

		Page
PART I.	FINANCIAL INFORMATION	3
Item 1.	Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations	4
	Condensed Consolidated Statements of Stockholders’ Equity	5
	Condensed Consolidated Statements of Cash Flows	6
	Notes to Unaudited Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24
Item 4.	Controls and Procedures	24
PART II.	OTHER INFORMATION	25
Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3.	Defaults Upon Senior Securities	25
Item 4.	Mine Safety Disclosures	25
Item 5.	Other Information	26
Item 6.	Exhibits	27
Signatures		28

i

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements with respect to, among other things, our operations and financial performance. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including statements regarding our future results of operations and financial position, business strategy and plans and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” "estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “could,” “target,” “predict,” “seek” and similar expressions are intended to identify forward-looking statements. We include forward-looking information in our discussion of the following, among other topics, the initiation, timing, progress and results of our current and future clinical trials, including disclosing initial or preliminary data from our CYT-0851 combination cohorts with capecitabine and gemcitabine in mid-2023, advancing CYT-0851 into one or more expansion cohorts in 2023, advancing CYT-0851 into a randomized phase 2 clinical trial with registrational intent in platinum resistant ovarian cancer; and our estimates regarding our cash runway, expenses, future revenue, capital requirements and needs for additional financing.

These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those referenced in the section titled “Risk Factors,” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the U.S. Securities and Exchange Commission on March 23, 2023, which could cause actual results to differ materially. Moreover, we operate in a very competitive and rapidly changing environment and new risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in or implied by any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Quarterly Report on Form 10-Q may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

The forward-looking statements included in this Quarterly Report on Form 10-Q are made only as of the date of this report. You should not rely upon forward-looking statements as predictions of future events. We cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this Quarterly Report on Form 10-Q to conform these statements to actual results or reflect interim developments, except as required by law.

Some of the key factors that could cause actual results to differ include that:

• Our announced strategic prioritization and workforce reduction may not result in CYT-0851 being successfully advanced, may not result in anticipated savings, and may disrupt our business, and we may pursue additional strategic alternatives.

• We have a limited operating history and have no products approved for commercial sale, which may make it difficult for you to evaluate our current business and predict our future success and viability.

• We have incurred significant losses since inception. We expect to incur losses for the foreseeable future and may never achieve or maintain profitability.

• We will need substantial additional funding. If we are unable to raise capital when needed, we will be forced to delay, reduce, or eliminate our research and product development programs or future commercialization efforts.

• We have never successfully completed any clinical trials, and we may be unable to do so for CYT-0851 or any future drug candidates we develop.

• Our clinical trials may fail to demonstrate adequately the safety and efficacy of CYT-0851 or any future drug candidates, which would delay or prevent further clinical development of those candidates, or prevent marketing approval from FDA or similar regulatory authorities.

• Positive results from the clinical trials and preclinical studies of our drug candidates are not necessarily predictive of the results of later clinical trials or preclinical studies. If we cannot replicate the positive results from our clinical trials and preclinical studies of our drug candidates in our later clinical trials preclinical studies, we may be unable to successfully develop, obtain regulatory approval for and commercialize our drug candidates.

• Our clinical trials may fail to demonstrate adequately the safety and efficacy of any of our drug candidates, which would delay or prevent further clinical development of those candidates, or prevent marketing approval from FDA or similar regulatory authorities.

• We are developing CYT-0851 for use in combination with other therapies, which exposes us to additional risks.

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• If we are unable to successfully develop and commercialize companion diagnostic tests for our drug candidates, or experience significant delays in doing so, we may not realize the full commercial potential of our drug candidates.

• Synthetic lethality represents an emerging class of precision medicine targets, and negative perceptions of the efficacy, safety or tolerability of this class of targets, including any that we develop, could adversely affect our ability to conduct our business, advance our drug candidates or obtain regulatory approvals.

• If we are unable to adequately protect and enforce our intellectual property or obtain and maintain patent protection for our technology and products or if the scope of the patent protection obtained is not sufficiently broad, our competitors or other third parties could develop and commercialize technology and products similar or identical to ours, and our ability to successfully develop and commercialize our technology and products may be impaired.

• Unfavorable global economic conditions could adversely affect our business, financial condition or results of operations.

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PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

CYTEIR THERAPEUTICS, INC.

Condensed consolidated balance sheets

(in thousands, except share and per share amounts) (unaudited)	March 31, 2023			December 31, 2022
Assets
Current assets:
Cash and cash equivalents	$	137,204		$	147,120
Prepaid expenses and other current assets		1,190			2,089
Total current assets	$	138,394		$	149,209
Property and equipment, net		323			1,699
Other assets		259			2,324
Total assets	$	138,976		$	153,232
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	674		$	1,128
Accrued expenses and other current liabilities		3,287			4,187
Total current liabilities	$	3,961		$	5,315
Other long term liabilities		39			1,631
Total liabilities	$	4,000		$	6,946
Commitments and contingencies (Note 10)
Stockholders’ equity:
Preferred stock, $0.001 par value: 40,000,000 shares authorized    as of March 31, 2023 and December 31, 2022; no shares issued and    outstanding as of March 31, 2023 and December 31, 2022		—			—
Common stock, $0.001 par value: 280,000,000 shares    authorized as of March 31, 2023 and December 31, 2022;    35,658,429 and 35,575,694 shares issued as of March 31, 2023    and December 31, 2022, respectively; 35,624,127 and    35,516,249 shares outstanding as of March 31, 2023 and    December 31, 2022, respectively		35			35
Additional paid-in capital		285,541			284,365
Accumulated deficit		(150,600	)		(138,114	)
Total stockholders’ equity		134,976			146,286
Total liabilities and stockholders’ equity	$	138,976		$	153,232

See accompanying notes to condensed consolidated financial statements.

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CYTEIR THERAPEUTICS, INC.

Condensed consolidated statements of operations

	Three Months Ended March 31,
(in thousands, except share and per share amounts) (unaudited)	2023			2022
Operating expenses:
Research and development	$	9,312		$	10,088
General and administrative		4,110			4,043
Total operating expenses		13,422			14,131
Loss from operations		(13,422	)		(14,131	)
Other income (expense):
Interest income		1,543			29
Loss on disposal of property and equipment		(925	)		-
Gain on lease terminations and modification		318			-
Total other income (expense)		936			29
Net loss	$	(12,486	)	$	(14,102	)
Net loss per share—basic and diluted	$	(0.35	)	$	(0.40	)
Weighted-average common stock outstanding—basic and diluted		35,587,806			35,241,251

See accompanying notes to condensed consolidated financial statements.

4

CYTEIR THERAPEUTICS, INC.

Condensed consolidated statements of stockholders’ equity

	Common stock
(in thousands, except share and per share amounts) (unaudited)	Shares		Amount		Additional paid-in capital		Accumulated deficit			Total stockholders’ equity
Balance At December 31, 2021		35,219,834	$	35	$	279,310	$	(92,053	)	$	187,292
Exercise of common stock options		19,575		—		19		—			19
Vesting of early exercised options		32,605		—		39		—			39
Stock-based compensation expense		—		—		1,255		—			1,255
Net loss		—		—		—		(14,102	)		(14,102	)
Balance At March 31, 2022		35,272,014	$	35	$	280,623	$	(106,155	)	$	174,503

	Common stock
(in thousands, except share and per share amounts) (unaudited)	Shares		Amount		Additional paid-in capital		Accumulated deficit			Total stockholders’ equity
Balance At December 31, 2022		35,516,249	$	35	$	284,365	$	(138,114	)	$	146,286
Exercise of common stock options		41,588		—		42		—			42
Vesting of early exercised options		25,144		—		31		—			31
Issuance of common stock under ESPP		41,146		—		61		—			61
Stock-based compensation expense		—		—		1,042		—			1,042
Net loss		—		—		—		(12,486	)		(12,486	)
Balance At March 31, 2023		35,624,127	$	35	$	285,541	$	(150,600	)	$	134,976

See accompanying notes to condensed consolidated financial statements.

5

CYTEIR THERAPEUTICS, INC.

Condensed consolidated statements of cash flows

	Three Months Ended March 31,
(in thousands) (unaudited)	2023			2022
Cash flows from operating activities:
Net loss	$	(12,486	)	$	(14,102	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense		150			159
Stock-based compensation		1,042			1,255
Non-cash lease expense		158			154
Loss on disposal of property and equipment		925			—
Gain on lease terminations and modification		(318	)		—
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		1,051			(322	)
Accounts payable		(454	)		1,713
Accrued expenses and other current liabilities		(235	)		(1,025	)
Net cash used in operating activities	$	(10,167	)	$	(12,168	)
Cash flows from investing activities:
Purchases of property and equipment		—			(191	)
Proceeds from sales of property and equipment		150			—
Net cash provided by (used) in investing activities	$	150		$	(191	)
Cash flows from financing activities:
Proceeds from issuance of common stock under ESPP		61			—
Proceeds from exercise of stock options		42			19
Net cash provided by financing activities	$	103		$	19
Net decrease in cash, cash equivalents, and restricted cash		(9,914	)		(12,340	)
Cash, cash equivalents and restricted cash at beginning of period		147,377			189,979
Cash, cash equivalents and restricted cash at end of period	$	137,463		$	177,639
Supplemental disclosure of cash flows
Property and equipment purchases in accounts payable	$	—		$	11
Remeasurement of operating lease liabilities and right-of-use assets due to lease modification	$	(1,908	)		—
Vesting of early exercised options	$	31		$	39

The following table provides a reconciliation of the cash, cash equivalents, and restricted cash balances as of each of the dates shown below:

	Three Months Ended March 31,
	2023		2022
Cash and cash equivalents	$	137,204	$	177,383
Restricted cash (included in other assets)		259		256
Total cash, cash equivalents, and restricted cash	$	137,463	$	177,639

See accompanying notes to condensed consolidated financial statements.

6

CYTEIR THERAPEUTICS, INC.

Notes to condensed consolidated financial statements – (unaudited)

1. Nature of the business

Cyteir Therapeutics, Inc., (the “Company”) is a clinical-stage oncology company that is focused on the development of CYT-0851, an oral investigational drug candidate that inhibits monocarboxylate transporters. Cyteir’s current priority in CYT-0851 development is in combination with capecitabine or gemcitabine in a phase 1/2 clinical study, including patients with advanced ovarian cancer or other solid tumors, respectively. Through 2022, the Company used its expertise in DNA damage response biology and a disciplined approach to select targets for other novel, differentiated programs with the aim of building a patient-centric portfolio of effective cancer therapies. In January 2023, the Company announced a strategic prioritization that included the discontinuation of these preclinical efforts.

The Company was formed as a Delaware corporation on June 4, 2012, pursuant to the General Corporation Law of the State of Delaware. The Company has a principal office in Lexington, Massachusetts.

Liquidity

The Company has incurred net operating losses since inception and has funded its operations primarily with proceeds from the sale of redeemable convertible preferred stock and the issuance of common stock in its initial public offering, or IPO. As of March 31, 2023, the Company had cash and cash equivalents of $137.2 million and an accumulated deficit of $150.6 million. The Company expects its operating losses and negative operating cash flows to continue into the foreseeable future.

The Company expects that its cash and cash equivalents as of March 31, 2023 will be sufficient to fund its operating expenses and capital expenditure requirements for at least twelve months from the date these condensed consolidated financial statements are available to be issued.

The Company will need additional funding to support its planned operating activities. There can be no assurances, however, that the current operating plan will be achieved or that additional funding will be available on terms acceptable to the Company, or at all. If the Company is unable to obtain sufficient funding, it could be required to delay its development efforts, limit activities and reduce research and development costs, which could adversely affect its business prospects.

COVID-19 considerations

The development of the Company’s product candidates could be disrupted and materially adversely affected in by a pandemic, epidemic or outbreak of an infectious disease, such as the ongoing COVID-19 pandemic. These disruptions related to the COVID pandemic could affect the Company’s business, including, but not limited to, the ability of the Company's clinical research organizations, or CROs, to conduct clinical trials in countries outside of the United States, the Company’s ability to identify suitable clinical sites or open those sites for enrollment due to competing business needs, the Company’s ability to enroll patients due to their fear of coming into medical facilities and their perceived risk of becoming infected at such facilities, and the Company’s ability to monitor the clinical data generated at its clinical sites, required for completion of clinical trials.

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2. Summary of significant accounting policies

The Company's significant accounting policies are disclosed in the audited consolidated financial statements for the years ended December 31, 2022 and 2021 ("audited financial statements"), which are included in the Company's Annual Report on Form 10-K that was filed with the SEC on March 23, 2023. Since the date of the financial statements, there have been no changes to the Company's significant accounting policies, except as noted below.

Interim Financial Information

The accompanying condensed consolidated balance sheet at March 31, 2023, and the condensed consolidated statements of operations, statements of changes in stockholders’ equity for the three months ended March 31, 2023 and 2022 and condensed consolidated statements of cash flows for the three months ended March 31, 2023 and 2022 are unaudited. The condensed consolidated interim financial statements have been prepared on the same basis as the audited annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments necessary for the fair presentation of the Company’s financial position at March 31, 2023 and the results of its operations for the three months ended March 31, 2023 and 2022 and its cash flows for the three months ended March 31, 2023 and 2022. The financial data and other information disclosed in these notes related to the three months ended March 31, 2023 and 2022 are also unaudited. The results for the three months ended March 31, 2023 are not necessarily indicative of results to be expected for the full year or for any other subsequent interim period.

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3. Fair value measurement

The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis (in thousands):

			March 31, 2023
Assets:	Total		Quoted prices in active markets for identical assets (level 1)		Significant other observable inputs (level 2)		Significant other observable inputs (level 3)
Cash equivalents:
Money market funds	$	136,975	$	136,975	$	—	$	—
Total assets	$	136,975	$	136,975	$		$

			December 31, 2022
Assets	Total		Quoted prices in active markets for identical assets (level 1)		Significant other observable inputs (level 2)		Significant other observable inputs (level 3)
Cash equivalents:
Money market funds	$	146,870	$	146,870	$	—	$	—
Total assets	$	146,870	$	146,870	$	—	$	—

During the three months ended March 31, 2023 and the year ended December 31, 2022, there were no transfers between levels. The fair values of the Company’s cash equivalents, consisting of its standard checking accounts and money market funds, are based on quoted market prices in active markets without any valuation adjustment.

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

4. Prepaid expenses and other current assets

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

	March 31, 2023		December 31, 2022
Prepaid research and development expenses	$	273	$	786
Prepaid insurance		452		982
Prepaid other		213		304
Other receivables		252		17
Total	$	1,190	$	2,089

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5. Property and equipment, net

On January 19, 2023, the Company announced a strategic prioritization of clinical development of CYT-0851, which included the discontinuation of preclinical efforts and a workforce reduction by approximately 70% of the Company's workforce. For the three months ended March 31, 2023, the Company recognized a loss on disposal of property and equipment totaling $0.9 million on the Company's condensed consolidated statements of operations.

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

Acquisition cost	Laboratory and computer equipment			Leasehold improvements			Total
As of December 31, 2022	$	1,846		$	1,675		$	3,521
Disposals		(1,752	)		(1,266	)		(3,018	)
As of March 31, 2023	$	94		$	409		$	503
Accumulated depreciation and amortization	Laboratory and computer equipment			Leasehold improvements			Total
As of December 31, 2022	$	(827	)	$	(995	)	$	(1,822	)
Depreciation expense		(56	)		(94	)		(150	)
Disposals		866			926			1,792
As of March 31, 2023	$	(17	)	$	(163	)	$	(180	)
Carrying amount	Laboratory and computer equipment			Leasehold improvements			Total
As of December 31, 2022	$	1,019		$	680		$	1,699
As of March 31, 2023	$	77		$	246		$	323

For both the three months ended March 31, 2023 and 2022, depreciation and amortization expense related to property and equipment was $0.2 million.

6. Accrued expenses and other current liabilities

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

	March 31, 2023		December 31, 2022
Accrued research and development expenses	$	1,394	$	1,356
Accrued compensation		1,229		1,510
Accrued other		566		432
Operating lease liabilities		98		889
Total accrued expenses and other current liabilities	$	3,287	$	4,187

7. Common stock

The voting, dividend and liquidation rights of the holders of the Company’s common stock are subject to and qualified by the rights, powers and preferences of the holders of the preferred stock as set forth in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

The holders of the common stock are entitled to one vote for each share of common stock held submitted to a vote of stockholders, and there are not any cumulative voting rights. Holders of common stock are entitled to receive proportionately any dividends as may be declared by our board of directors subject to any preferential dividend rights of any series of preferred stock that the Company may designate and issue in the future.

As of March 31, 2023 and December 31, 2022, the Company has reserved the following shares of common stock for the potential exercise of stock options:

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	March 31,		December 31,
	2023		2022
Options to purchase common stock		4,208,336		3,460,897
Remaining shares reserved for future issuance		6,697,386		5,706,345
Total		10,905,722		9,167,242

8. Stock-based compensation

2012 Stock Incentive Plan

The Company adopted the 2012 Stock Incentive Plan (the “2012 Plan”) in November 2012 pursuant to which the Company can issue incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards and other stock awards. Recipients of stock options or stock appreciate rights shall be eligible to purchase shares of the Company’s common stock at an exercise price equal to the estimated fair market value of such stock on the date of grant. The exercise price may be less than fair market value if the stock award is granted pursuant to an assumption or substitution for another stock award in the event of a merger or sale of the Company. The maximum term of options granted under the 2012 Plan is ten years, and stock options typically vest over a four-year period. The Board may assign vesting terms to the stock option grants as deemed appropriate. The Company also has the right of refusal to purchase any proposed disposition of shares issued under the 2012 Plan. The 2012 Plan allows for early exercise of all stock option grants if authorized by the Board at the time of grant. The shares of common stock issued from the early exercise of stock options are restricted and vest over time. The Company has the option to repurchase any unvested shares at the original purchase price upon any voluntary or involuntary termination. At the discretion of the Board, unvested shares held by employees may accelerate vesting in the event of a change of control of the Company unless assumed or substituted by the acquirer or surviving entity. The 2012 Plan has been subsequently amended and provides for the issuance of up to 6,941,421 shares of common stock as of March 31, 2023, of which 2,732,632 shares of common stock remained available for future grant under the 2012 Plan upon the effectiveness of the 2021 Equity Incentive Plan (the “2021 Plan”) and were made available for future issuance under the 2021 Plan.

2021 Equity Incentive Plan

In June 2021, the Company’s board of directors adopted and the Company’s stockholders approved the 2021 Plan, which became effective immediately prior to the effectiveness of the registration statement for the IPO. The 2021 Plan provides for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock units and other stock-based awards. Upon effectiveness of the 2021 Plan, the number of shares of common stock reserved for issuance under the 2021 Plan was 5,932,632, which represents 3,200,000 shares along with 2,732,632 shares of common stock reserved for issuance under the 2012 Plan that remained available for grant under the 2012 Plan immediately prior to the effectiveness of the 2021 Plan. Shares of the Company's common stock subject to outstanding awards granted under the 2012 Plan that expire unexercised or are terminated, surrendered, cancelled, forfeited or repurchased by the Company at their original issuance price pursuant to a contractual repurchase right will become available for issuance under the 2021 Plan. Upon adoption of the 2021 Plan, the Company ceased the grant of additional awards under the 2012 Plan. The 2021 Plan includes an "evergreen" provision, which provides for an annual increase to be added on January 1st of each year beginning in 2022 and continuing through and including 2031 by the lesser of (i) 5% of the number of shares of Stock outstanding as of such date and (ii) an amount determined by the board of directors. On January 1, 2023, the number of shares of Common Stock reserved and available for issuance under the 2021 Plan increased by 1,778,784 shares.

At March 31, 2023, 6,697,386 shares of common stock remained available for future grant under the 2021 Plan.

2021 Employee Stock Purchase Plan

In June 2021, the Company’s board of directors adopted, and the Company’s stockholders approved, the 2021 Employee Stock Purchase Plan (the “ESPP”), which became effective immediately prior to the effectiveness of the registration statement for the IPO. The ESPP is administered by the compensation committee of the Company’s board of directors, except that the Company’s board of directors may at any time act as the administrator of the ESPP. The ESPP provides participating employees with the opportunity to purchase shares of common stock, with an initial aggregate share pool of 300,000 shares of common stock. The number of shares of common stock reserved for issuance under the ESPP will automatically increase on January 1st of each year beginning in 2022 and continuing through and including 2031 by the least of (i) 1% of the number of shares of Stock outstanding as of such date, (ii) 600,000 shares of Stock and (iii) the number of shares of Stock determined by the Company’s board of directors on or prior to such date for such year, up to a maximum of 6,300,000 shares in the aggregate. On January 1, 2023, the number of shares of Common Stock reserved and available for issuance under the ESPP increased by 355,756 shares.

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The ESPP allows eligible employees to authorize payroll deductions of between 1% and 15% of their regular base salary or wages to be applied toward the purchase of shares of the Company's common stock on the last trading day of the offering period, subject to certain limitations contained in the ESPP. Participating employees will purchase shares of the Company's common stock at a discount of 15% on the lesser of the closing price of the Company's common stock on the Nasdaq Global Select Market (i) on the first trading day of the offering period or (ii) the last trading day of the offering period. The Company utilizes the Black Scholes option pricing model to compute the fair market value of the shares subject to outstanding options under the ESPP and compensation expense is recognized over the offering period.

Participation in the ESPP is voluntary. Eligible employees become participants in the ESPP by enrolling in the plan and authorizing payroll deductions in accordance with the terms of the ESPP. At the end of each offering period, accumulated payroll deductions are used to purchase the Company’s shares at the discounted price. The Company makes no contributions to the ESPP. A participant may withdraw from the ESPP or reduce contributions to the ESPP during an offering period. If the participant elects to withdraw during an offering period, all contributions are refunded as soon as administratively practicable. If a participant elects to withdraw during an offering period, the participant may not re-enroll in the current offering but may elect to participate in future offerings, subject to the terms of the ESPP. Only whole shares of the Company may be purchased under the ESPP.

The Company issued 41,147 common shares under the ESPP during the three months ended March 31, 2023 at an average price per share of $1.49. Cash received from purchases under the ESPP for the three months ended March 31, 2023 was $0.1 million. The Company recognized an immaterial amount of compensation expense for the ESPP during the three months ended March 31, 2023.

Early exercise of unvested stock options

Shares purchased by employees pursuant to the early exercise of stock options are not deemed, for accounting purposes, to be outstanding shares until those shares vest according to their respective vesting schedules. Cash received from employee exercises of unvested options is included in long-term liabilities on the condensed consolidated balance sheets. Amounts recorded are reclassified to common stock and additional paid-in capital as the shares vest. As of March 31, 2023 and December 31, 2022, there were 34,302 and 59,446 unvested shares related to early exercises of stock options, respectively.

Stock option valuation

The assumptions that the Company used in the Black Scholes option-pricing model to determine the grant date fair value of stock options granted were as follows:

	March 31, 2023	December 31, 2022
Risk-free interest rate range	3.65%	1.89%-4.23%
Dividend yield	0.0%	0.0%
Expected life of options (years)	6.0	6.0
Volatility rate range	93.3%	92.4%-93.3%

The following table summarizes the Company’s stock option activity during the three months ended March 31, 2023:

	Number of shares			Weighted average exercise price		Weighted average remaining contractual term (in years)		Aggregate intrinsic value (in thousands)
Outstanding as of December 31, 2022		3,460,897		$	5.60		8.23	$	375
Granted		1,049,357		$	1.69		—		—
Exercised		(41,588	)	$	1.02		—		—
Forfeited or cancelled		(260,330	)	$	5.50		—		—
Outstanding as of March 31, 2023		4,208,336		$	4.68		6.68	$	586
Options vested and exercisable as of March 31, 2023		1,800,643		$	5.75		5.23	$	343

As of March 31, 2023, there was $6.8 million of unrecognized stock-based compensation expense related to the share-based compensation arrangements under the 2012 Plan. The Company expects to recognize this amount over a weighted-average period of 2.5 years.

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The aggregate intrinsic value of options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those stock options that had exercise prices lower than the fair value of the common stock as of the end of the reporting period. The weighted-average grant date fair value of the Company’s stock options granted during the three months ended March 31, 2023 and 2022 was $1.31 and $4.52, respectively.

The total fair value of options vested during the three months ended March 31, 2023 and 2022 was $1.5 million and $1.1 million, respectively.

Stock-based compensation expense

Stock-based compensation expense included in the Company’s condensed consolidated statements of operations is as follows (in thousands):

	Three Months Ended March 31,
	2023		2022
Research and development	$	422	$	425
General and administrative		620		830
Total stock-based compensation expense	$	1,042	$	1,255

9. Net loss per share

The Company’s potentially dilutive securities have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted-average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The Company excluded the following shares from the computation of diluted net loss per share attributable to common stockholders as of March 31, 2023 and 2022 because including them would have had an anti-dilutive effect:

	Three Months Ended March 31,
	2023		2022
Options to purchase common stock		4,208,336		3,421,653
Unvested shares from early exercises		34,302		137,015

10. Commitments and Contingencies

Legal proceedings

From time to time, in the ordinary course of business, the Company is subject to litigation and regulatory examinations as well as information gathering requests, inquiries and investigations. As of March 31, 2023, there were no matters which would have a material impact on the Company’s financial results.

11. Leases

Operating Lease

In August 2018, the Company entered into an operating lease agreement (the "Lease") for office and laboratory space within the building complex located in Lexington, Massachusetts. The Lease commenced in November 2018, and as subsequently amended, is approximately 14,636 rentable square feet (“Original Premises”) and has a maturity date of October 31, 2023. In July 2021, the Company entered into the second amendment of the Lease and expanded the office space by approximately 5,531 square feet (the “Expansion Premises”), and extended the maturity date to December 31, 2025 for both the Original Premises and Expansion Premises. Lease payments are made monthly, subject to a 3% annual rent increase, and the Company pays for its proportionate share of building operating costs such as maintenance, utilities, and insurance that are treated as variable costs and excluded from the measurement of the Lease.

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On March 29, 2023, the Company entered into a Lease Amendment and Termination Agreement (the “Amendment”) with respect to the operating lease with 99 Hayden LLC, which covers certain laboratory and office space at Ledgemont Technology Center at 99 Hayden Avenue, Lexington, Massachusetts (the “Premises”). The Amendment amends the terms of the Lease to terminate the Lease as of March 31, 2023, subject to completion of the requisite surrender requirements, with respect to approximately 14,636 rentable square feet consisting of office and lab space located on two floors of the Premises, and 140 rentable square feet of storage space located on the Premises. Under the terms of the Amendment, the Company will retain and consolidate into the remaining 5,531 rentable square feet of office space under the Lease at the Premises, which will serve as the Company's principal executive office, until October 31, 2023, at which time the Lease will terminate in its entirety. Prior to the expiration of the Lease, the Company intends to assess its real estate needs and plan appropriately. The Company recognized a gain on lease terminations and modification of $0.3 million for the three months ended March 31, 2023 on the condensed consolidated statement of operations and derecognized $2.2 million in lease liabilities and $1.9 million in right of use assets on the condensed consolidated balance sheets.

The following table summarizes the presentation of the Company's operating leases on its consolidated balance sheet:

Leases	Balance sheet classification	March 31, 2023		December 31, 2022
Assets
Operating lease assets	Other assets	$	—	$	2,066
Liabilities
Current
Operating lease liabilities	Accrued expenses and other current liabilities	$	98	$	889
Noncurrent
Operating lease liabilities	Other long term liabilities		—		1,560
Total lease liabilities		$	98	$	2,449

The components of lease cost under ASC 842 included in the Company’s condensed consolidated statement of operations for the three months ended March 31, 2023 and 2022 were as follows:

		Three Months Ended March 31,
Lease Cost	Statement of operations classification	2023		2022
Operating lease cost	Research and development	$	136	$	146
Operating lease cost	General and administrative		51		47
Variable lease cost	Research and development		92		113
Variable lease cost	General and administrative		35		36
Total lease cost		$	314	$	342

The weighted average remaining lease term and weighted average discount rate of the operating leases was 0.6 years and 5.0%, respectively, at March 31, 2023. The Company made cash payments for amounts included in the measurement of operating liabilities of $0.2 million for the three months ended March 31, 2023.

Future minimum lease payments under non-cancellable operating leases as of March 31, 2023 were as follows (in thousands):

Maturity of lease liabilities	Amount
2023 (excluding the three months ended March 31, 2023)	$	100
2024		—
2025		—
2026		—
2027		—
Total lease payments		100
Less: interest		(2	)
Present value of operating lease liabilities	$	98

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12. Employee benefit plans

The Company has a 401(k) retirement plan for its employees, which is designed to be qualified under Section 401(k) of the Internal Revenue Code. Eligible employees are permitted to contribute to the 401(k) plan within statutory and 401(k) plan limits. The Company implemented a matching contribution in 2022 and has made $0.1 million matching contributions for the three months ended March 31, 2023.

13. Restructuring

On January 19, 2023, the Company announced a strategic prioritization of clinical development of CYT-0851, which included the discontinuation of preclinical efforts and a workforce reduction by approximately 70% of the Company's workforce. For the three months ended March 31, 2023, the Company estimated and incurred $2.3 million of restructuring charges related to termination benefits and other related charges of which $1.6 million and $0.7 million, respectively, were recorded in research and development expenses and general and administrative expenses in the Company's condensed consolidated statements of operations. Non-cash expenses related to the strategic prioritization, consisting of an estimated $0.9 million loss on disposal of property and equipment and a gain of $0.3 million on lease terminations and modification and were recorded in other income (expense) in the Company's condensed consolidated statements of operations. The Company made $1.7 million of cash payments related to this restructuring during the three months ended March 31, 2023. As of March 31, 2023, the restructuring accrual was approximately $0.6 million and was recorded in accrued expenses and other current liabilities in the Company's condensed consolidated balance sheet.

The following table outlines our restructuring activities for the three months ended March 31, 2023 (in thousands):

Opening Balance - December 31, 2022	$	-
Employee termination-related charges		2,318
Payments		(1,742	)
Balance - March 31, 2023	$	576

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes to those statements included elsewhere in this Quarterly Report on Form 10-Q and our audited financial statements and notes thereto for the year ended December 31, 2021, included in our Annual Report on Form 10-K that was filed on March 23, 2023 with the U.S. Securities and Exchange Commission, or SEC.

In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Some of the numbers included herein have been rounded for the convenience of presentation. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

Overview

We are a clinical-stage oncology company focused on the development of CYT-0851, an oral investigational drug candidate that inhibits monocarboxylate transporters.

CYT-0851 is an investigational monocarboxylate transporter inhibitor, or MCT inhibitor, initially evaluated in a phase 1/2 study to treat patients with hematologic malignancies and solid tumors as a monotherapy and in combination with standard of care therapies. Inhibiting MCT function in glycolytic cancer cells leads to an accumulation of intracellular lactate that impairs glycolysis and inhibits tumor cell growth, making MCTs an attractive target for cancer therapy.

In January 2023, we reported encouraging preliminary clinical activity in a small number of patients observed in the phase 1 dose-escalation cohort with CYT-0851 in combination with capecitabine in advanced ovarian cancer. In this combination dose-escalation cohort, we enrolled a total of thirteen patients at dose levels of 100 mg to 400 mg of CYT-0851, which included five patients with advanced ovarian cancer. Based on preliminary data for these five patients, we observed one confirmed partial response, two disease stabilizations and two patients that were non-evaluable. Overall, CYT-0851 was generally well tolerated. At the highest tested dose, no dose-limiting toxicities were observed. Based on these results, we determined that 400 mg of CYT-0851 was the recommended phase 2 dose in combination with capecitabine, and we expanded enrollment in the CYT-0851 and capecitabine combination cohort to enroll additional patients with advanced ovarian cancer. Enrollment is ongoing and we expect to disclose initial data from these additional patients in mid-2023. If the data from these additional patients further support our focus on ovarian cancer, we intend to add a phase 2 expansion cohort of this combination and, if warranted, pursue further development and potential registration of CYT-0851 in combination with capecitabine as an all-oral treatment for platinum resistant ovarian cancer.

We also continue to evaluate CYT-0851 in combination with gemcitabine in phase 1 dose-escalation cohorts, and we expect to disclose preliminary results from these cohorts in mid-2023. In January 2023, we announced the suspension of enrollment in the CYT-0851 phase 2 monotherapy cohort due to insufficient activity observed with CYT-0851 alone. In addition to prioritizing CYT-0851 development as a potential combination therapy to treat advanced ovarian cancer, we deferred all other research and development activities and reduced our headcount to 15 employees.

Since our inception in 2012, we have focused primarily on organizing and staffing our company, business planning, raising capital, establishing our intellectual property portfolio and performing research and development of novel therapeutics. We do not have any drug candidates approved for sale and have not generated any revenue from product sales. Since our inception, we have funded our operations primarily with proceeds from the sale of securities, including an aggregate of approximately $141.0 million of gross proceeds from the sale of redeemable convertible preferred stock and approximately $149.1 million of gross proceeds from the sale of common stock in our IPO, as of March 31, 2023.

We have incurred significant operating losses since inception, including net losses of $12.5 million and $14.1 million for the three months ended March 31, 2023 and 2022, respectively. As of March 31, 2023 and December 31, 2022 we had an accumulated deficit of $150.6 million and $138.1 million, respectively. These losses have resulted primarily from costs incurred in connection with research and development activities and general and administrative costs associated with our operations. We expect to continue to generate operating losses and negative operating cash flows for the foreseeable future as we:

•continue the research and development of CYT-0851;

•initiate and conduct clinical trials for CYT-0851;

•further develop and refine the manufacturing processes for our drug candidates;

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•seek regulatory approvals and pursue commercialization for any of our drug candidates that successfully complete clinical trials;

•obtain, maintain, protect and enforce our intellectual property portfolio; and

•experience delays or encounter issues with any of the above.

We will not generate any revenue from product sales unless and until we successfully complete clinical development and obtain regulatory approval for one or more of our drug candidates, if ever. If we obtain regulatory approval for any of our drug candidates, we expect to incur significant expenses related to developing our internal commercialization capability to support product sales, marketing and distribution.

As of March 31, 2023, we had cash and cash equivalents of $137.2 million. We believe that our existing cash and cash equivalents as of March 31, 2023 will enable us to fund our operating expenses and capital expenditure requirements into 2026. We have based this estimate on assumptions that may prove to be wrong, and we could exhaust our available capital resources sooner than we expect. See “—Liquidity and Capital Resources.”

Components of results of operations

Revenue

To date, we have not generated any revenue from product sales. If our development efforts for our drug candidates and preclinical programs are successful and result in regulatory approval, we may generate revenue in the future from product sales.

Operating expenses

Research and development expenses

Research and development expenses consist primarily of costs incurred in connection with the preclinical and clinical development and manufacture of our drug candidates, and include:

•personnel-related expenses, including salaries, bonuses, benefits, stock-based compensation and other related costs for individuals involved in research and development activities;

•external research and development expenses incurred under agreements with CROs as well as investigative sites and consultants that conduct our clinical trials and other scientific development services;

•costs incurred under agreements with CMOs for developing and manufacturing material for our preclinical studies and clinical trials;

•costs of outside consultants, including their fees, stock-based compensation and related travel expenses;

•costs related to compliance with regulatory requirements;

•costs of laboratory supplies and acquiring, developing and manufacturing study materials; and

•facilities and other allocated expenses, which include direct and allocated expenses for rent, insurance and other operating costs.

Costs for external development activities are recognized based on an evaluation of the progress to completion of specific tasks using information provided to us by our vendors and our clinical investigative sites. Payments for these activities are based on the terms of the individual agreements, which may differ from the pattern of costs incurred, and are reflected in our consolidated financial statements as prepaid or accrued research and development expenses. Nonrefundable advance payments for goods or services to be received in the future for use in research and development activities are recorded as prepaid expenses and expensed as the related goods are delivered or the services are performed.

A significant portion of our research and development costs have been external costs, which we tracked on a program-by-program basis after a clinical drug candidate was been identified. Our internal research and development costs are primarily personnel-related costs, internal lab costs and other indirect costs. The majority of our external research and development expenses to date have been incurred in connection with CYT-0851.

We do not allocate employee costs, costs associated with our discovery efforts, and facilities, including depreciation or other indirect costs, to specific programs because these costs are deployed across multiple programs and, as such, are not separately classified. We use internal resources and third-party consultants primarily to conduct our research and discovery activities as well as for managing our process development, manufacturing and clinical development activities.

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We cannot reasonably estimate or know the nature, timing and estimated costs of the efforts that will be necessary to complete the development and commercialization of our future drug candidates. Our level of costs may be highly variable on a quarterly basis. However, we generally expect research and development expenses to decrease in the near-term compared to prior periods due to the strategic prioritization of CYT-0851 development and the corresponding deferral of other research and development activities and the reduction in headcount announced in January 2023. We are also unable to predict when, if ever, material net cash inflows will commence from the sale of CYT-0851 or potential future drug candidates, if approved. This is due to the numerous risks and uncertainties associated with developing drug candidates, including the uncertainty of:

•the scope, rate of progress and expenses of our ongoing research activities and clinical trials and other research and development activities;

•successful patient enrollment in, and the initiation and completion of, clinical trials;

•establishing an appropriate safety profile;

•whether our drug candidates show safety and efficacy in our clinical trials;

•receipt of marketing approvals from applicable regulatory authorities;

•establishing commercial manufacturing capabilities or making arrangements with third-party manufacturers;

•obtaining, maintaining, protecting and enforcing patent and trade secret protection and regulatory exclusivity for our drug candidates;

•commercializing drug candidates, if and when approved, whether alone or in collaboration with others; and

•continued acceptable safety profile of the products following any regulatory approval.

Any changes in the outcome of any of these variables with respect to the development of our drug candidates in preclinical and clinical development could mean a significant change in the costs and timing associated with the development of these drug candidates. We may never succeed in achieving regulatory approval for any of our drug candidates. We may obtain unexpected results from our clinical trials. We may elect to discontinue, delay or modify clinical trials of some drug candidates or focus on others. For example, if the FDA or another regulatory authority were to delay our planned start of clinical trials or require us to conduct clinical trials or other testing beyond those that we currently expect or if we experience significant delays in enrollment in any of our planned clinical trials, we could be required to expend significant additional financial resources and time on the completion of clinical development of that drug candidate.

General and administrative expenses

General and administrative expenses consist primarily of salaries and other related costs, including stock-based compensation, for personnel in our executive, finance, corporate and business development and administrative functions. General and administrative expenses also include professional fees for legal, patent, accounting, auditing, tax and consulting services, and facility-related expenses, which include direct depreciation costs and allocated expenses for rent and maintenance of facilities and other operating costs.

We expect that our general and administrative expenses may increase in the future as we increase our general and administrative headcount to support our continued research activities and development of our drug candidates.

Other income (expense)

Other income (expense) primarily consists of interest income earned on cash equivalents that generate interest on a monthly basis.

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Results of operations

Comparison of the three months ended March 31, 2023 and 2022

The following table summarizes our results of operations:

	Three Months Ended March 31,
(in thousands)	2023			2022			Change
Operating expenses:
Research and development	$	9,312		$	10,088		$	(776	)
General and administrative		4,110			4,043			67
Total operating expenses		13,422			14,131			(709	)
Loss from operations		(13,422	)		(14,131	)		709
Other income(expense):
Interest income		1,543			29			1,514
Loss on disposal of property and equipment		(925	)		—			(925	)
Gain on lease terminations and modification		318			—			318
Total other income(expense)		936			29			907
Net loss	$	(12,486	)	$	(14,102	)	$	1,616

Research and development expenses

The following table summarizes our research and development costs for each of the periods presented:

	Three Months Ended March 31,
(in thousands)	2023		2022		Change
Direct research and development expenses by program:
MCT inhibitor programs	$	3,892	$	5,510	$	(1,618	)
Unallocated research and development expenses:
Personnel expenses (including stock-based compensation)		4,137		2,916		1,221
Other expenses		1,283		1,662		(379	)
Total research and development expenses	$	9,312	$	10,088	$	(776	)

Research and development expenses for the three months ended March 31, 2023 were $9.3 million, which decreased by $0.8 million from $10.1 million for the three months ended March 31, 2022. The decrease in research and development expenses was primarily attributable to the following:

•a $1.6 million decrease in costs related to our monocarboxylate transporter, or MCT, inhibitor programs driven by decreased costs in external research activities, partially offset by increased costs related to our ongoing clinical trial;

•a $0.4 million decrease in other research and development operational expenses, including facilities and lab-related costs as well as costs related to our discovery efforts; and

•a $1.2 million increase in personnel-related costs, including stock-based compensation expense, primarily due to severance-related costs associated with our strategic prioritization.

General and administrative expenses

General and administrative expenses for the three months ended March 31, 2023 were $4.1 million, which increased by $0.1 million from $4.0 million for the three months ended March 31, 2022. The increase in general and administrative expenses was primarily attributable to the following:

•a $0.3 million increase in personnel costs, including stock-based compensation expense, primarily due to severance-related costs associated with our strategic prioritization; and

•a $0.2 million decrease in other general and administrative expenses, including insurance and state taxes.

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Total other income (expense)

Total other income (expense) for the three months ended March 31, 2023 was $0.9 million, which increased by $0.9 million from an immaterial amount for the three months ended March 31, 2022. The increase in other income (expense) was attributable to the following:

•a $1.5 million increase in interest income due to higher interest rates on our cash equivalents, which are primarily invested in money market funds;

•a $0.3 million increase due to gain on lease terminations and modification; and

•a $0.9 million decrease due to loss on disposal of property and equipment.

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Liquidity and capital resources

Sources of liquidity

Since our inception, we have not recognized any product revenue and have incurred operating losses and negative cash flows from our operations. We have not yet commercialized any product and we do not expect to generate revenue from sales of any products for several years, if at all.

We have funded our operations primarily with proceeds from the sale of redeemable convertible preferred stock and the sale of our common stock in our IPO. From inception through March 31, 2023, we have raised an aggregate of approximately $141.0 million from the sale of redeemable convertible preferred stock and $136.1 million in net proceeds from the sale of our common stock with the completion of the IPO.

Funding requirements

As of March 31, 2023, our cash and cash equivalents on hand were $137.2 million. We believe that our existing cash and cash equivalents as of March 31, 2023 will enable us to fund our operating expenses and capital expenditure requirements into 2026. We have based this estimate on assumptions that may prove to be wrong, and we could expend our capital resources sooner than we expect.

We expect to incur significant expenses and operating losses for the foreseeable future as we advance CYT-0851 through clinical development, seek regulatory approval and pursue commercialization of any approved drug candidates. We expect our operating expenses to decrease in the near-term compared to prior periods due to the strategic prioritization of CYT-0851 development and the corresponding deferral of other research and development activities and the reduction in headcount announced in January 2023. If we receive regulatory approval for CYT-0851 or any of our future drug candidates, we expect to incur significant commercialization expenses related to product manufacturing, sales, marketing and distribution, depending on where we choose to commercialize. We may also require additional capital to pursue in-licenses or acquisitions of other drug candidates.

Because of the numerous risks and uncertainties associated with research, development and commercialization of our drug candidates, we are unable to estimate the exact amount of our working capital requirements. Our future capital requirements will depend on many factors, including:

•the continuation, timing, costs, progress and results of our planned clinical trials of CYT-0851;

•the scope, progress, results and costs of our program and development of any additional drug candidates that we may pursue;

•the development requirements of other drug candidates that we may pursue;

•the outcome, timing and cost of meeting regulatory requirements established by the FDA and other regulatory authorities;

•the costs and timing of future commercialization activities, including product manufacturing, marketing, sales and distribution, for any of our drug candidates for which we receive marketing approval;

•the cost of expanding, maintaining, protecting and enforcing our intellectual property portfolio, including filing, prosecuting, defending and enforcing our patent claims and other intellectual property rights;

•the cost of defending potential intellectual property disputes, including patent infringement actions brought by third parties against us or any of our drug candidates;

•the extent to which we in-license or acquire rights to other products, drug candidates, or technologies;

•the ongoing costs of operating as a public company.

Until such time, if ever, as we can generate substantial product revenue to support our cost structure, we expect to finance our cash needs through a combination of equity offerings, debt financings, collaborations and other similar arrangements. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interest of our shareholders could be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our common shareholders. Debt financing and equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we raise funds through collaborations or other similar arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or drug candidates or grant licenses on terms that may not be favorable to us and/or may reduce the value of our common stock. If we are unable to raise additional funds when needed, we may be required to

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delay, limit, reduce or terminate our product development or future commercialization efforts or grant rights to develop and market our drug candidates even if we would otherwise prefer to develop and market such drug candidates ourselves.

Cash flows

The following table summarizes our cash flows for each of the periods presented:

	Three Months Ended March 31,
(in thousands)	2023			2022
Net cash used in operating activities	$	(10,167	)	$	(12,168	)
Net cash provided (used) in investing activities		150			(191	)
Net cash provided by financing activities		103			19
Net decrease in cash, cash equivalents and restricted cash	$	(9,914	)	$	(12,340	)

Operating activities

Net cash used in operating activities for the three months ended March 31, 2023 was $10.2 million, compared to $12.2 million for the same period in 2022. Significant factors in the $2.0 million decrease in net cash used in operating activities include:

•a decrease in net loss of $1.6 million due to a decrease in research and development expense of $0.8 million offset by an increase in general and administrative expenses of $0.1 million and an increase of total other income of $0.9 million;

•an offsetting net change in our net operating assets and liabilities, primarily due to a $0.8 million increase in accrued expenses and other current liabilities and a $1.4 million increase in prepaids and other current assets; offset by a $2.2 million decrease in accounts payable; and

•offset by an increase in non-cash charges of $0.6 million, consisting of a $0.9 million increase from loss on disposal of property and equipment offset by a $0.3 million decrease in stock-based compensation expense.

Investing activities

Net cash provided by investing activities for the three months ended March 31, 2023 and 2022 was $0.2 million due to sale of property and equipment.

Net cash used in investing activities for during the three months ended March 31, 2022. was $0.2 million due to purchases of property and equipment.

Financing activities

Net cash provided by financing activities for the three months ended March 31, 2023 was $0.1 million, consisting of proceeds from issuance of common stock under our ESPP and proceeds from exercise of stock options.

Critical accounting estimates

Our management’s discussion and analysis of financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States. The preparation of our consolidated financial statements and related disclosures requires us to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities, costs and expenses and the disclosure of contingent assets and liabilities in our financial statements.

We base our estimates on historical experience, known trends and events and various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates under different assumptions or conditions.

There have been no significant changes to our critical accounting policies from those described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in our Annual Report on Form 10-K for the year ended December 31, 2022.

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Emerging growth company status

We are an “emerging growth company”, or EGC, under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. Section 107 of the JOBS Act provides that an EGC can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, for complying with new or revised accounting standards. Thus, an EGC can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to avail ourselves of delayed adoption of new or revised accounting standards and, therefore, we will be subject to the same requirements to adopt new or revised accounting standards as private entities.

As an EGC, we have elected to take advantage of certain exemptions and reduced reporting requirements under the JOBS Act. Subject to certain conditions, as an EGC:

•we may present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations;

•we may avail ourselves of the exemption from providing an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

•we may avail ourselves of the exemption from complying with any requirement that may be adopted by the Public Company Accounting Oversight Board, or PCAOB, regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements, known as the auditor discussion and analysis;

• we may provide reduced disclosure about our executive compensation arrangements; and

•we may not require nonbinding advisory votes on executive compensation or stockholder approval of any golden parachute payments.

We will remain an EGC until the earliest of (i) the last day of the fiscal year following the fifth anniversary of the completion of our IPO, (ii) the last day of the fiscal year in which we have total annual gross revenues of $1.235 billion or more, (iii) the date on which we have issued more than $1.0 billion in non-convertible debt during the previous rolling three-year period or (iv) the date on which we are deemed to be a large accelerated filer under the Securities Exchange Act of 1934, as amended, or the Exchange Act.

We are also a “smaller reporting company,” meaning that the market value of our stock held by non-affiliates is less than $700 million and our annual revenue was less than $100 million during the most recently completed fiscal year. We may continue to be a smaller reporting company if either (i) the market value of our stock held by non-affiliates is less than $250 million or (ii) our annual revenue was less than $100 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700 million. If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and, similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Interest rate risk

Our primary exposure to market risk is interest rate sensitivity, which is impacted by changes to the general level of U.S. interest rates, particularly because our cash equivalents are in the form of money market funds that are invested in U.S. Treasury securities. As of March 31, 2023 and December 31, 2022, we had cash, cash equivalents and restricted cash of $137.5 million and $149.4 million, respectively. Interest income is sensitive to changes in the general level of interest rates; however, due to the nature of these investments, an immediate 10% change in interest rates would not have a material effect on the fair market value of our investment portfolio.

As of March 31, 2023 and December 31, 2022, we had no debt outstanding, and therefore we are not subject to interest rate risk related to debt.

Foreign currency exchange risk

We are not currently exposed to significant market risk related to changes in foreign currency exchange rates.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our President and Chief Executive Officer and our Chief Financial Officer (our principal executive officer and principal financial officer, respectively), evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2023. The term "disclosure controls and procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclose by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of March 31, 2023, our principal executive officer and principal financial officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal three months ended March 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we may become involved in litigation or other legal proceedings. We are not currently a party to any litigation or legal proceedings that, in the opinion of our management, are probable to have a material adverse effect on our business. Regardless of outcome, litigation can have an adverse impact on our business, financial condition, results of operations and prospects because of defense and settlement costs, diversion of management resources and other factors.

Item 1A. Risk Factors.

Investing in our common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described in the section titled "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 together with all of the other information contained in this Quarterly Report on Form 10-Q, including our consolidated financial statements and related notes appearing in this Quarterly Report on Form 10-Q, before deciding to invest in our common stock.

There have been no material changes to our risk factors as previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Use of Proceeds

On June 22, 2021, we completed our IPO pursuant to which we issued and sold 7,400,000 shares of our common stock at a public offering price of $18.00 per share. On July 1, 2021, we sold an additional 885,644 shares of our common stock at a public offering price of $18.00 per share. The offer and sale of all of our common shares were registered under the Securities Act pursuant to a registration statement on Form S-1, as amended (File No. 333-256601), which was declared effective by the SEC on June 17, 2021.

Our planned use of the net proceeds from the IPO as described in our final prospectus dated June 17, 2021 has changed due to the prioritization of development of our CYT-0851 program and suspension of internal research. As a result, we currently expect to use our cash and cash equivalents, which include the net proceeds from our IPO, to advance the clinical development of CYT-0851 through the enrollment period of a randomized phase 2 trial with registrational intent as a combination therapy in combination with capecitabine or gemcitabine, and for working capital and other general corporate purposes.

Based on our planned use our existing cash and cash equivalents, we estimate that such funds will be sufficient to fund our operating expenses and capital expenditure requirements into 2026. We expect that the completion of the randomized phase 2 combination trial with CYT-0851 or any further development or commercialization of CYT-0851 will require substantial additional capital. The sources of this additional required capital may include subsequent equity or debt financings, and/or funding from potential partnerships with biopharmaceutical companies to develop and commercialize one or more of our drug candidate programs. We have based these estimates on assumptions that may prove to be wrong, and we could use our available capital resources sooner than we expect.

Our expected use of our cash and cash equivalents represents our current intentions based upon our present plans and business condition and we cannot predict with complete certainty all of the particular uses for our proceeds. We may find it necessary or advisable to use our cash and cash equivalents for other purposes, and we have broad discretion in the application of these proceeds.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

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Item 5. Other Information.

None.

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Item 6. Exhibits.

Exhibit Number	Description
3.1	Sixth Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K (File No. 001-40499) filed with the SEC on June 25, 2021)
3.2	Second Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Registrant's Current Report on Form 8-K (File No. 001-40499) filed with the SEC on June 25, 2021)
10.1+	Employment Agreement between Cyteir Therapeutics, Inc. and David Gaiero, dated January 17, 2023 (incorporated by reference to Exhibit 10.12 to the Registrant's Annual Report on Form 10-K (File No. 001-40499) filed with the SEC on March 23, 2023)
10.2*+	Employment Agreement between Cyteir Therapeutics, Inc. and Adam Veness, dated April 15, 2022
10.3	Lease Amendment and Termination Agreement, by and between 99 Hayden LLC and Cyteir Therapeutics, Inc., dated as of March 29, 2023 (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File No. 001-40499) filed with the SEC on April 3, 2023)
31.1*	Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith.

** Furnished herewith.

+ Indicates management contract or compensatory plan or arrangement.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on

its behalf by the undersigned thereunto duly authorized.

	Cyteir Therapeutics, Inc.
Date: May 10, 2023	By:	/s/ Markus Renschler
		Markus Renschler, M.D.
		President and Chief Executive Officer (Principal Executive Officer)
Date: May 10, 2023	By:	/s/ David Gaiero
		David Gaiero
		Chief Financial Officer and Treasurer (Principal Financial Officer)

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EX-10

Exhibit 10.2

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of April 15, 2022 by and between Cyteir Therapeutics, Inc. (the “Company”) and Adam Veness (the “Executive”), and effective as of the Effective Date (as defined below).

WHEREAS, the Executive possesses certain experience and expertise that qualifies him to provide the direction and leadership required by the Company; and

WHEREAS, the Company desires to employ the Executive as General Counsel of the Company, and the Executive wishes to be employed by the Company, on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and intending to be legally bound hereby, the Company and the Executive agree as follows:

1.Position and Duties.

(a)Effective as of the date mutually determined by the parties and no later than April 25, 2022 (the “Effective Date”), the Executive will commence employment with the Company, on a full-time basis, as its General Counsel. In addition, the Executive will serve from time to time if requested as a director or officer of one or more of the Company’s Affiliates, without further compensation.

(b)The Executive agrees to perform the duties of his position and such other duties as may reasonably be assigned to the Executive from time to time. The Executive also agrees that, while employed by the Company, he will devote his full business time and his best efforts, business judgment, skill and knowledge exclusively to the advancement of the business interests of the Company and its Affiliates and to the discharge of his duties and responsibilities for them.

(c)The Executive agrees that, while employed by the Company, he will comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to his position, as in effect from time to time.

2.Compensation and Benefits. During the Executive’s employment hereunder, as compensation for all services performed by the Executive for the Company and its Affiliates, the Company will provide the Executive the following compensation and benefits:

(a)Base Salary. The Company will pay the Executive a base salary at the rate of $425,000 per year, payable in accordance with the regular payroll practices of the Company and subject to adjustment from time to time by the Company in its discretion (as adjusted, from time to time, the “Base Salary”).

(b)Bonus Compensation. For each fiscal year completed during the Executive’s employment under this Agreement, the Executive will be eligible to earn an annual bonus (each, an “Annual Bonus”). The Executive’s target bonus will be forty percent (40%) of the Base Salary (as adjusted, from time to time, the “Target Bonus”), with the actual amount of any such Annual Bonus to be determined by the Board of Directors of the Company (the “Board”) or the

Compensation Committee of the Board (the “Compensation Committee”) in its discretion, based on the Executive’s performance and the Company’s performance against goals established by the Board or the Compensation Committee. The Executive’s Annual Bonus for calendar year 2022 will be pro-rated to reflect the portion of the year during which the Executive was employed by the Company. In order to receive any Annual Bonus hereunder, the Executive must be employed through the date that such Annual Bonus is paid.

(c)Equity Awards. Subject to approval by the Board, the Executive will be eligible to receive an option to purchase 177,000 shares of the Company’s common stock (the “Option”) following his commencement of employment. The terms and conditions of the Option will be set forth in a separate award agreement, and the Option will be subject to the terms set forth in that agreement and to the Company’s equity incentive plan. The Executive will be eligible to participate in any plan or program under which the Company provides equity-based awards, with any grants under such plans or programs to be determined in the sole discretion of the Board or the Compensation Committee, as applicable. The Executive’s 2023 annual equity grant, if granted in the Board’s sole discretion, will not be pro-rated based on the Executive’s start date.

(d)Participation in Employee Benefit Plans. The Executive will be eligible to participate in all employee benefit plans from time to time in effect for employees of the Company generally, except to the extent such plans are duplicative of benefits otherwise provided to the Executive under this Agreement (e.g., a severance pay plan). The Executive’s participation will be subject to the terms of the applicable plan documents and generally applicable Company policies, as the same may be in effect from time to time, and any other restrictions or limitations imposed by law.

(e)Vacations. The Executive will be entitled to earn up to three (3) weeks of vacation per year, in addition to holidays observed by and other paid time off provided by the Company. Vacation may be taken at such times and intervals as the Executive shall determine, subject to the business needs of the Company. Vacation shall otherwise be subject to the policies of the Company, as in effect from time to time.

(f)Business Expenses. The Company will pay or reimburse the Executive for all reasonable business expenses incurred or paid by the Executive in the performance of his duties and responsibilities for the Company, subject to any maximum annual limit and other restrictions on such expenses set by the Company and to such reasonable substantiation and documentation as may be specified by the Company from time to time. The Executive’s right to payment or reimbursement hereunder shall be subject to the following additional rules: (i) the amount of expenses eligible for payment or reimbursement during any calendar year shall not affect the expenses eligible for payment or reimbursement in any other calendar year, (ii) payment or reimbursement shall be made not later than December 31 of the calendar year following the calendar year in which the expense or payment was incurred and (iii) the right to payment or reimbursement shall not be subject to liquidation or exchange for any other benefit.

3.Confidential Information and Restricted Activities. The Executive acknowledges the importance to the Company and its Affiliates of protecting their confidential information and other legitimate business interests, including without limitation the valuable trade secrets and good will that it or they have developed or acquired. Therefore, in consideration of the Executive’s

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employment with the Company, including the compensation to be paid to him and his being granted access to the good will, Confidential Information (as defined below), trade secrets and other legitimate interests of the Company and its Affiliates, and in consideration of his receipt of the Option, the Executive agrees as follows:

(a)Confidential Information. During the course of the Executive’s employment with the Company, the Executive will learn of Confidential Information and will develop Confidential Information on behalf of the Company and its Affiliates. The Executive agrees that he will not use or disclose to any Person (except as required by applicable law or for the proper performance of his regular duties and responsibilities for the Company) any Confidential Information obtained by the Executive incident to his employment or any other association with the Company or any of its Affiliates. The Executive agrees that this restriction will continue to apply after his employment terminates, regardless of the reason for such termination. For the avoidance of doubt, (i) nothing contained in this Agreement limits, restricts or in any other way affects the Executive’s communicating with any governmental agency or entity, or communicating with any official or staff person of a governmental agency or entity, concerning matters relevant to such governmental agency or entity that do not constitute attorney-client privileged communications of the Company or any of its Affiliates and (ii) the Executive will not be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (y) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (z) in a complaint or other document filed under seal in a lawsuit or other proceeding; provided, however, that notwithstanding this immunity from liability, the Executive may be held liable if he unlawfully accesses trade secrets by unauthorized means.

(b)Protection of Documents. All documents, records and files, in any media of whatever kind and description, relating to the business, present or otherwise, of the Company or any of its Affiliates, and any copies, in whole or in part, thereof (the “Documents”), whether or not prepared by the Executive, shall be the sole and exclusive property of the Company. The Executive agrees to safeguard all Documents and to surrender to the Company, at the time his employment terminates or at such earlier time or times as the Board or its designee may specify, all Documents then in his possession or control. The Executive also agrees to disclose to the Company, at the time his employment terminates or at such earlier time or times as the Board or its designee may specify, all passwords necessary or desirable to obtain access to, or that would assist in obtaining access to, any information which the Executive has password-protected on any computer equipment, network or system of the Company or any of its Affiliates.

(c)Assignment of Rights to Intellectual Property. The Executive shall promptly and fully disclose all Intellectual Property to the Company. The Executive hereby assigns and agrees to assign to the Company (or as otherwise directed by the Company) his full right, title and interest in and to all Intellectual Property. The Executive agrees to execute any and all applications for domestic and foreign patents, copyrights or other proprietary rights and to do such other acts (including without limitation the execution and delivery of instruments of further assurance or confirmation) requested by the Company to assign the Intellectual Property to the Company (or as otherwise directed by the Company) and to permit the Company to enforce any patents, copyrights or other proprietary rights to the Intellectual Property. The Executive will not charge the Company or any of its Affiliates for time spent in complying with these obligations. All copyrightable works

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that the Executive creates during his employment shall be considered “work made for hire” and shall, upon creation, be owned exclusively by the Company.

(d)Restricted Activities. The Executive agrees that the following restrictions on his activities during his employment are necessary to protect the goodwill, Confidential Information, trade secrets and other legitimate interests of the Company and its Affiliates:

(i)While the Executive is employed by the Company and during the twelve (12)-month period immediately following termination of his employment, other than a termination due to layoff or termination by the Company without Cause (in the aggregate, the “Non-Compete Period”), the Executive will not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete with the Company or any of its Affiliates in any geographic area in which the Company or any of its Affiliates does business or is actively planning to do business during the Executive’s employment or, with respect to the portion of the Non-Compete Period that follows the termination of the Executive’s employment, at the time of such termination, in any geographic area in which the Executive, during the last two (2) years of the Executive’s employment with the Company, provided services or had a material presence or influence (the “Restricted Area”) or undertake any planning for any business competitive with the Company or any of its Affiliates in the Restricted Area, in each case involving any of the services that the Executive provided to the Company at any time during the Executive’s employment with the Company or, with respect to the portion of the Non-Compete Period that follows the termination of the his employment, during the last two (2) years of the Executive’s employment with the Company. Notwithstanding the foregoing, nothing contained herein shall prohibit the Executive from engaging in the practice of law.

(ii)While the Executive is employed by the Company and during the twelve (12)-month period immediately following termination of the Executive’s employment for any reason (in the aggregate, the “Non-Solicit Period”), the Executive will not, directly or indirectly, (a) solicit or encourage any customer, vendor, supplier or other business partner of the Company or any of its Affiliates to terminate or diminish his, her or its relationship with any of them or (b) seek to persuade any such customer, vendor, supplier or other business partner, or any prospective customer, vendor, supplier, or other business partner of the Company or any of its Affiliates, to conduct with anyone else any business or activity which such business partner or prospective business partner conducts or could conduct with the Company or any of its Affiliates; provided, however, that these restrictions shall apply (y) only with respect to those Persons who are or have been a business partner of the Company or any of its Affiliates at any time within the twenty-four (24)-month period immediately preceding the activity restricted by this Section 3(d)(ii) or whose business has been solicited on behalf of the Company or any of its Affiliates by any of their officers, employees or agents within such twenty-four (24)-month period, other than by form letter, blanket mailing or published advertisement, and (z) only if the Executive has performed work for such Person during his employment with the Company or any of its Affiliates or been introduced to, or otherwise had contact with, such Person as a result of his employment or other associations with the Company or one of its Affiliates or has had access to Confidential Information which would assist in his solicitation of such Person.

(iii)During the Non-Solicit Period, the Executive will not, directly or indirectly, (a) hire or engage, or solicit for hiring or engagement, any employee of the Company

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or any of its Affiliates or seek to persuade any such employee to discontinue employment or (b) solicit or encourage any independent contractor providing services to the Company or any of its Affiliates to terminate or diminish his, her or its relationship with any of them. For the purposes of this Section 3(d)(iii), an “employee” or an “independent contractor” of the Company or any of its Affiliates is any Person who was such at any time during the twenty-four (24)-month period immediately preceding the activity restricted by this Section 3(d)(iii).

(e)Subject to Section 3(a)(i), while the Executive is employed by the Company and at all times following termination of his employment, regardless of the reason therefor, the Executive will not disparage or criticize the Company, its Affiliates, their business, their management or their products or services, and will not otherwise do or say anything that could disrupt the good morale of employees of the Company or any of its Affiliates or harm the interests or reputation of the Company or any of its Affiliates. The Company agrees to (A) instruct its directors and executive officers, and the directors and executive officers of its Affiliates, not to, whether in writing or orally, disparage the Executive and (B) not to disparage the Executive in authorized corporate communications to third parties; provided that nothing herein shall or shall be construed or interpreted to prevent or impair the Company or its Affiliates or their respective directors and executive officers from (x) making public comments, such as in media interviews, which include good faith, candid discussions or acknowledgments regarding the Company’s or any of its Affiliates’ performance or business, or (y) discussing the Executive in connection with performance evaluations, including impromptu evaluations and feedback and good faith criticism. Notwithstanding the foregoing, nothing herein shall prevent the Executive from testifying truthfully in any legal or administrative proceeding where such testimony is compelled or requested, or from otherwise complying with applicable legal requirements.

(f)In signing this Agreement, the Executive gives the Company assurance that the Executive has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed on the Executive under this Section 3. The Executive agrees without reservation that these restraints are necessary for the reasonable and proper protection of the Company and its Affiliates, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area. The Executive further agrees that, were the Executive to breach any of the covenants contained in this Section 3, the damage to the Company and its Affiliates would be irreparable. The Executive therefore agrees that the Company, in addition and not in the alternative to any other remedies available to it, shall be entitled to preliminary and permanent injunctive relief against any breach or threatened breach by the Executive of any such covenants, without having to post bond, together with an award of its reasonable attorneys’ fees incurred in enforcing its rights hereunder. The Executive further agrees that the Non-Solicit Period shall be tolled, and shall not run, during the period of any breach by the Executive of any of the covenants contained in this Section 3. If the Executive violates any fiduciary duty to the Company or unlawfully takes any confidential or proprietary information or other property belonging to the Company, the Non-Compete Period will extend by the time during which he engages in such violation(s), for up to a total of two (2) years following the termination of his employment. The Executive and the Company further agree that, in the event that any provision of this Section 3 is determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, that provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law. It is also agreed that each of the Company’s Affiliates shall

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have the right to enforce all of the Executive’s obligations to that Affiliate under this Agreement, including without limitation pursuant to this Section 3. No claimed breach of this Agreement or other violation of law attributed to the Company or any of its Affiliates, or change in the nature or scope of the Executive’s employment or other relationship with the Company or any of its Affiliates, shall operate to excuse the Executive from the performance of his obligations under this Section 3.

4.Termination of Employment. The Executive’s employment under this Agreement shall continue until terminated pursuant to this Section 4.

(a)By the Company For Cause. The Company may terminate the Executive’s employment for Cause upon notice to the Executive setting forth in reasonable detail the nature of the Cause. For purposes of this Agreement, “Cause” shall mean that the Executive has, as determined by the Board in its sole discretion, (i) breached any fiduciary duty; (ii) materially breached any legal or contractual obligation to the Company or any of its Affiliates; (iii) engaged in fraud, embezzlement, acts of dishonesty or a conflict of interest relating to the affairs of the Company or any of its Affiliates; (iv) been charged with, convicted of or plead nolo contendere to any felony or to any criminal charge involving moral turpitude or that could reasonably be expected to have a material adverse effect on the business or affairs of the Company or any of its Affiliates; (v) failed to comply with any material Company rule, policy or procedure; (vi) habitually used alcohol or drugs in a way that interferes with the Executive’s performance of the Executive’s duties; (vii) committed any action that could reasonably be expected to cause the Company or any of its Affiliates public disgrace, disrepute or substantial economic harm; (viii) entered into a consent decree with respect to a governmental authority that could reasonably be expected to have a material adverse effect on the business or affairs of the Company or any of its Affiliates; or (ix) exhibited persistent unsatisfactory performance or neglect of his job duties, provided that the Executive is first given thirty (30) days’ written notice to cure such unsatisfactory performance or neglect. In addition, solely for purposes of Section 3(d)(i) of this Agreement and in addition to the foregoing, Cause shall also include (x) the Board’s good faith determination that it has a reasonable basis for dissatisfaction with the Executive’s employment for reasons such as lack of capacity or diligence, failure to conform to usual standards of conduct, or other culpable or inappropriate behavior or (xi) other grounds for discharge that are reasonably related, in the Board’s good faith judgment, to the needs of the business of the Company or any of its Affiliates.

(b)By the Company Without Cause. The Company may terminate the Executive’s employment at any time other than for Cause upon notice to the Executive.

(c)By the Executive for Good Reason. The Executive may terminate his employment for Good Reason, provided that (i) the Executive provides written notice to the Company, setting forth in reasonable detail the nature of the condition giving rise to Good Reason, within thirty (30) days of the initial existence of such condition, (ii) the condition remains uncured by the Company for a period of thirty (30) days following such notice and (iii) the Executive terminates his employment, if at all, not later than thirty (30) days after the expiration of such cure period. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following without the Executive’s consent: (A) a material breach of this Agreement by the Company; (B) a material reduction in the Executive’s duties and responsibilities, taken as a whole; (C) a material reduction of the Executive’s Base Salary or Target Bonus other than as part of a

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similar reduction for substantially all employees or substantially all senior officers; (D) the Executive no longer reports to the Chief Executive Officer of the Company or, if there is no Chief Executive Officer, the most senior executive of the Company or the Board (in either case, other than a change in reporting in connection with a Change of Control or in connection with any merger, acquisition or similar transaction pursuant to which the Company becomes part of a broader organization); or (E) the Company’s relocation of the Executive’s primary place of work by more than fifty (50) miles, provided such relocation also materially increases the Executive’s commuting distance and provided that no relocation will constitute Good Reason if the Executive is allowed to provide services remotely (e.g., through telecommuting) at the time of the relocation.

(d)By the Executive Without Good Reason. The Executive may terminate his employment without Good Reason at any time upon thirty (30) days’ notice to the Company. The Board may elect to waive such notice period or any portion thereof.

(e)Death and Disability. The Executive’s employment hereunder shall automatically terminate in the event of the Executive’s death during employment. The Company may terminate the Executive’s employment, upon notice to the Executive, in the event that the Executive becomes disabled during his employment hereunder through any illness, injury, accident or condition of either a physical or psychological nature and, as a result, is unable to perform substantially all of his duties and responsibilities hereunder (notwithstanding the provision of any reasonable accommodation) for a period of ninety (90) days during any period of three hundred sixty-five (365) consecutive days. If any question shall arise as to whether the Executive is disabled to the extent that he is unable to perform substantially all of his duties and responsibilities for the Company and its Affiliates, the Executive shall, at the Company’s request, submit to a medical examination by a physician selected by the Company to whom the Executive or the Executive’s guardian, if any, has no reasonable objection to determine whether the Executive is so disabled, and such determination shall for purposes of this Agreement be conclusive of the issue. If such a question arises and the Executive fails to submit to the requested medical examination, the Company’s good faith, reasonable determination of the issue shall be binding on the Executive.

5.Other Matters Related to Termination.

(a)Final Compensation. In the event of termination of the Executive’s employment with the Company, howsoever occurring, the Company shall pay the Executive (i) the Base Salary for the final payroll period of his employment through the date his employment terminates; (ii) compensation at the rate of the Base Salary for any vacation time earned but not used as of the date his employment terminates; and (iii) reimbursement, in accordance with Section 2(f) hereof, for business expenses incurred by the Executive but not yet paid to the Executive as of the date his employment terminates, provided that the Executive submits all expenses and supporting documentation required within sixty (60) days of the date his employment terminates, and provided further that such expenses are reimbursable under Company policies then in effect (all of the foregoing, “Final Compensation”). Except as otherwise provided in Section 5(a)(iii), Final Compensation will be paid to the Executive within thirty (30) days following the date of termination or such shorter period required by law.

(b)Severance Payments. In the event of any termination of the Executive’s employment pursuant to Section 4(b) or 4(c) (and, for the avoidance of doubt, under circumstances

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which the Board in its sole discretion has determined would not constitute Cause under any of clauses (i) through (ix) of Section 4(a)), and subject to completion of and continuing compliance with the conditions set forth in Section 5(c), the Company will pay the Executive, in addition to Final Compensation, (i) the Base Salary for a period of nine (9) months following the date of termination, payable in the form of salary continuation, and (ii) provided that the Executive timely elects to continue his coverage and that of any eligible dependents in the Company’s group health plans under the federal law known as “COBRA” or similar state law, a monthly amount equal to the monthly health premiums for such coverage paid by the Company on behalf of the Executive and any eligible dependents immediately prior to the date that the Executive’s employment terminates until the earliest of (x) the date that is nine (9) months following the date that the Executive’s employment terminates, (y) the date that the Executive and the Executive’s eligible dependents cease to be eligible for such COBRA coverage under applicable law or plan terms and (z) the date on which the Executive obtains health coverage from another employer. Notwithstanding the foregoing, in the event that the Company’s payment of the amounts described under subsection (ii) would subject the Company to any tax or penalty under the Patient Protection and Affordable Care Act (as amended from time to time, the “ACA”), or Section 105(h) of the Internal Revenue Code of 1986, as amended (“Section 105(h)”), or applicable regulations or guidance issued under the ACA or Section 105(h), the Executive and the Company agree to work together in good faith, consistent with the requirements for compliance with or exemption from Section 409A, to restructure such benefit.

(c)Conditions To And Timing Of Severance Payments and Benefits. Any obligation of the Company to provide the Executive the payments and benefits set forth in subsection (b) above or subsection (d) below (other than the Final Compensation) is conditioned on his signing and returning, without revoking, to the Company a timely and effective separation agreement containing a general release of claims, restrictive covenants substantially similar to those contained in Section 3 of this Agreement and other customary terms in the form provided to the Executive by the Company at the time that the Executive’s employment terminates (the “Separation Agreement”). The Separation Agreement must become effective, if at all, by the sixtieth (60th) calendar day following the date the Executive’s employment terminates. Any amounts to which the Executive is entitled pursuant to subsection (b)(i) or (ii) above or subsection (d)(i) or (ii) below will be payable in accordance with the normal payroll practices of the Company. The first such payment will be made on the Company’s next regular payday following the expiration of sixty (60) calendar days from the date that the Executive’s employment terminates, but will be retroactive to the day following such date of termination.

(d)Termination after Change in Control.

(i)In the event of any termination of the Executive’s employment pursuant to Section 4(b) or 4(c) (and, for the avoidance of doubt, under circumstances which the Board in its sole discretion has determined would not constitute Cause under any of clauses (i) through (ix) of Section 4(a)) occurring on or within twelve (12) months after a Change in Control (as defined below), and subject to completion of and continuing compliance with the conditions set forth in Section 5(c), in lieu of the payments and benefits set forth in subsection (b) above, (i) the Company shall pay the Executive an amount equal to the sum of (x) the Base Salary and (y) the Target Bonus, payable in the form of salary continuation for twelve (12) months following the date that the Executive’s employment terminates and (ii) provided that the Executive timely

-8-

elects to continue his coverage and that of any eligible dependents in the Company’s group health plans under the federal law known as “COBRA” or similar state law, a monthly amount equal to the monthly health premiums for such coverage paid by the Company on behalf of the Executive and any eligible dependents immediately prior to the date that the Executive’s employment terminates until the earlier of (x) the date that is twelve (12) months following the date that the Executive’s employment terminates, (y) the date that the Executive and the Executive’s eligible dependents cease to be eligible for such COBRA coverage under applicable law or plan terms and (z) the date on which the Executive obtains health coverage from another employer.

(ii)In the event of any termination of the Executive’s employment pursuant to Section 4(b) or 4(c) (and, for the avoidance of doubt, under circumstances which the Board in its sole discretion has determined would not constitute Cause under any of clauses (i) through (ix) of Section 4(a)) occurring at any time on or following a Change in Control, and subject to completion of and continuing compliance with the conditions set forth in Section 5(c), in addition to the payments and benefits provided in subsection (b) or (d)(i) above, as applicable, upon such termination of employment, the vesting and exercisability of all the Executive’s stock options and other equity-based awards that were outstanding as of the Change in Control will be accelerated in full (with any stock options and equity-based awards that are subject to performance-based vesting conditions vesting based on the greater of (x) the achievement of the applicable performance goals at target and (y) the actual level of achievement of the applicable performance goals, as determined by the Board or the Compensation Committee, in its respective sole discretion, in either case, determined as if any applicable service-based vesting requirement had been met).

(e)Section 280G. If any payment or benefit that the Executive may receive, whether or not payable or provided under this Agreement (“Payment”), would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced to the Reduced Amount. The “Reduced Amount” shall be either (A) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (B) the largest portion, up to and including the total amount, of the Payment, whichever of the amounts determined under (A) and (B), after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in the Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order: reduction of cash payments; reduction of employee benefits; and cancellation of accelerated vesting of outstanding equity awards. In the event that acceleration of vesting of outstanding equity awards is to be reduced, such acceleration of vesting shall be undertaken in the reverse order of the date of grant of the Executive’s outstanding equity awards. All calculations and determinations made pursuant this Section 5(e) will be made by an independent accounting or consulting firm or independent tax counsel appointed by the Company (the “Tax Counsel”) whose determinations shall be conclusive and binding on the Company and the Executive for all purposes. For purposes of making the calculations and determinations required by this Section 5(e), the Tax Counsel may rely on

-9-

reasonable, good faith assumptions and approximations concerning the application of Section 280G of the Code and Section 4999 of the Code. The Company shall bear all costs the Tax Counsel may reasonably incur in connection with its services.

(f)Benefits Termination. Except for any right the Executive may have under the federal law known as “COBRA” or other applicable law to continue participation in the Company’s group health and dental plans at his cost, the Executive’s participation in all employee benefit plans shall terminate in accordance with the terms of the applicable benefit plans based on the date of termination of his employment, without regard to any continuation of the Base Salary or other payment to the Executive following termination of his employment, and the Executive shall not be eligible to earn vacation or other paid time off following the termination of his employment.

(g)Survival. Provisions of this Agreement shall survive any termination of employment if so provided in this Agreement or if necessary or desirable to accomplish the purposes of other surviving provisions, including without limitation the Executive’s obligations under Section 3 of this Agreement. The obligation of the Company to make payments or provide benefits to the Executive under Sections 5(b) and 5(d), and the Executive’s right to retain the same, are expressly conditioned upon his continued full performance of his obligations under Section 3 of this Agreement. Upon termination by either the Executive or the Company, all rights, duties and obligations of the Executive and the Company to each other shall cease, except as otherwise expressly provided in this Agreement.

6.Timing of Payments and Section 409A.

(a)Notwithstanding anything to the contrary in this Agreement, if at the time the Executive’s employment terminates, the Executive is a “specified employee,” as defined below, any and all amounts payable under this Agreement on account of such separation from service that would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6)-month period or, if earlier, upon the Executive’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Treasury regulation Section 1.409A-1(b) (including without limitation by reason of the safe harbor set forth in Section 1.409A-1(b)(9)(iii), as determined by the Company in its reasonable good faith discretion); (B) benefits which qualify as excepted welfare benefits pursuant to Treasury regulation Section 1.409A-1(a)(5); or (C) other amounts or benefits that are not subject to the requirements of Section 409A of the Code (“Section 409A”).

(b)For purposes of this Agreement, all references to “termination of employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury regulations after giving effect to the presumptions contained therein), and the term “specified employee” means an individual determined by the Company to be a specified employee under Treasury regulation Section 1.409A-1(i).

(c)Each payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement is to be treated as a right to a series of separate payments.

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(d)In no event shall the Company have any liability relating to the failure or alleged failure of any payment or benefit under this Agreement to comply with, or be exempt from, the requirements of Section 409A.

7.Definitions. For purposes of this Agreement, the following definitions apply:

“Affiliates” means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company, where control may be by management authority, equity interest or otherwise.

“Change of Control” shall mean (i) a sale of all or substantially all the assets of the Company; (ii) a merger into or consolidation of the Company with any other corporation, except any such merger or consolidation involving the Company or a subsidiary of the Company in which the holders of capital stock of the Company immediately prior to such a merger or consolidation continue to hold immediately following such merger or consolidation at least fifty percent (50%) by voting power of the capital stock of (A) the surviving or resulting corporation or (B) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; or (iii) any transaction or series of related transactions to which the Company is a party in which in excess of fifty percent (50%) of the Company’s voting stock is transferred, other than such a transaction completed primarily for equity financing purposes.

“Confidential Information” means any and all information of the Company and its Affiliates that is not generally available to the public. Confidential Information also includes any information received by the Company or any of its Affiliates from any Person with any understanding, express or implied, that it will not be disclosed. Confidential Information does not include information that enters the public domain, other than through the Executive’s breach of his obligations under this Agreement or any other agreement between the Executive and the Company or any of its Affiliates.

“Intellectual Property” means inventions, discoveries, developments, methods, processes, compositions, works, concepts and ideas (whether or not patentable or copyrightable or constituting trade secrets) conceived, made, created, developed or reduced to practice by the Executive (whether alone or with others, whether or not during normal business hours or on or off Company premises) during the Executive’s employment that relate either to the business of the Company or any of its Affiliates or to any prospective activity of the Company or any of its Affiliates or that result from any work performed by the Executive for the Company or any of its Affiliates or that make use of Confidential Information or any of the equipment or facilities of the Company or any of its Affiliates.

“Person” means an individual, a corporation, a limited liability company, an association, a partnership, an estate, a trust or any other entity or organization, other than the Company or any of its Affiliates.

8.Conflicting Agreements. The Executive hereby represents and warrants that his signing of this Agreement and the performance of his obligations under it will not breach or be in conflict with any other agreement to which the Executive is a party or is bound, and that the Executive is

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not now subject to any covenants against competition or similar covenants or any court order that could affect the performance of his obligations under this Agreement. The Executive agrees that the Executive will not disclose to or use on behalf of the Company any confidential or proprietary information of a third party without that party’s consent.

9.Withholding. All payments made by the Company under this Agreement shall be reduced by any tax or other amounts required to be withheld by the Company to the extent required by applicable law.

10.Assignment. Neither the Executive nor the Company may make any assignment of this Agreement or any interest in it, by operation of law or otherwise, without the prior written consent of the other; provided, however, the Company may assign its rights and obligations under this Agreement without the Executive’s consent to one of its Affiliates or to any Person with whom the Company shall hereafter effect a reorganization, consolidate or merge, or to whom the Company shall hereafter transfer all or substantially all of its properties or assets. This Agreement shall inure to the benefit of and be binding upon the Executive and the Company, and each of their respective successors, executors, administrators, heirs and permitted assigns.

11.Severability. If any portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

12.Agreement to Arbitrate. Any and all disputes, controversies and/or claims between the Executive and the Company of any kind whatsoever (other than those involving Section 3 of this Agreement) shall be resolved through final and binding confidential arbitration administered by JAMS pursuant to its Employment Arbitration Rules & Procedures before a single arbitrator who is a retired judge. Notwithstanding this agreement to arbitrate, the Executive and the Company agree that either party may seek provision remedies such as a temporary restraining order or a preliminary injunction from a court of competent jurisdiction in aid of arbitration. This agreement to arbitrate shall include, without limitation, any and all disputes, controversies and/or claims against the Company or any of its Affiliates or the current or former partners, members, officers or employees of the Company or any of its Affiliates, whether arising under theories of liability or damages based on contract, tort or statute, to the fullest extent permitted by law. Such claims shall include, without limitation, claims for breach of contract or breach of the covenant of good faith and fair dealing, any claims of discrimination or other claims under Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act, the Family and Medical Leave Act, the Fair Labor Standards Act, ERISA and/or any applicable or equivalent state or local laws, claims for wrongful termination, including employment termination in violation of public policy, and claims for personal injury including, without limitation, defamation, fraud and infliction of emotional distress. This agreement to arbitrate also covers any issues relating to the interpretation, applicability or enforceability of this Section 12. The only claims not covered by this agreement to arbitrate are claims for benefits under workers’ compensation or unemployment insurance statutes and other claims that cannot be arbitrated as a matter of law. As a material part of this agreement to arbitrate claims, both the Executive and the Company expressly waive all rights to a jury trial in court on

-12-

all statutory or other claims, including, without limitation, those identified in this Section 12. The Executive also acknowledges and agrees that no claims will be arbitrated on a class action or collective action basis. Any arbitration hereunder shall take place in Boston, Massachusetts. The Executive and the Company agree that any award of the arbitrator shall be final, conclusive and binding and that the Executive will not contest any action by any other party thereto in accordance with the award of the arbitrator. It is specifically understood and agreed that any party hereto may enforce any award rendered pursuant to the arbitration by bringing suit in any court of competent jurisdiction. All reasonable fees, costs and expenses (including reasonable attorneys’ fees, expenses and costs) incurred by the prevailing party in any arbitration will be borne by the other party. Any claim must be brought to arbitration within the statute of limitations for bringing such claim in court or before the appropriate administrative agency, as applicable.

13.Miscellaneous. This Agreement sets forth the entire agreement between the Executive and the Company, and replaces all prior and contemporaneous communications, agreements and understandings, written or oral, with respect to the terms and conditions of the Executive’s employment, including but not limited to the offer letter from the Company, dated December 27, 2021 and signed by the Executive. This Agreement may not be modified or amended, and no breach shall be deemed to be waived, unless agreed to in writing by the Executive and an expressly authorized representative of the Board. The headings and captions in this Agreement are for convenience only and in no way define or describe the scope or content of any provision of this Agreement. This Agreement may be executed in two or more counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. This is a Massachusetts contract and shall be governed and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to any conflict of laws principles that would result in the application of the laws of any other jurisdiction.

14.Acknowledgment. The Executive acknowledges that the (1) the Company provided him with this Agreement at least ten (10) business days before the commencement of his employment and the Effective Date of this Agreement, (2) he has been and is hereby advised of his right to consult an attorney before signing this Agreement, and (3) he has carefully read this Agreement and understands and agrees to all of the provisions in this Agreement.

15.Conditions. This Agreement is contingent upon the Company’s completion of satisfactory background and reference checks, as well as its verification of the Executive’s eligibility for employment within three business days of the Effective Date pursuant to the Immigration Reform and Control Act.

16.Notices. Any notices provided for in this Agreement shall be in writing and shall be effective when delivered in person or deposited in the United States mail, postage prepaid, and addressed to the Executive at his last known address on the books of the Company or, in the case of the Company, to it at its principal place of business, attention of the Chairman of the Board, or to such other address as either party may specify by notice to the other actually received.

-13-

IN WITNESS WHEREOF, this Agreement has been executed by the Company, by its duly authorized representative, and by the Executive, as of the date first above written.

THE EXECUTIVE:


/s/ Adam Veness
Adam Veness THE COMPANY:


By: /s/ Markus Renschler
Name: Markus Renschler, MD
Title: President and CEO

-14-

EX-31

Exhibit 31.1

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Markus Renschler, M.D., certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Cyteir Therapeutics, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 10, 2023	By:	/s/ Markus Renschler
		Markus Renschler, M.D.
		President and Chief Executive Officer (Principal Executive Officer)

EX-31

Exhibit 31.2

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, David Gaiero, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Cyteir Therapeutics, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 10, 2023	By:	/s/ David Gaiero
		David Gaiero
		Chief Financial Officer and Treasurer (Principal Financial Officer)

EX-32

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Cyteir Therapeutics, Inc. (the “Company”) on Form 10-Q for the period ending March 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 10, 2023	By:	/s/ Markus Renschler
		Markus Renschler, M.D.
		President and Chief Executive Officer (Principal Executive Officer)

EX-32

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Cyteir Therapeutics, Inc. (the “Company”) on Form 10-Q for the period ending March 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 10, 2023	By:	/s/ David Gaiero
		David Gaiero
		Chief Financial Officer and Treasurer (Principal Financial Officer)

XML

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2023	May 04, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Entity Registrant Name	Cyteir Therapeutics, Inc.
Entity Central Index Key	0001662244
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		35,512,837
Entity Shell Company	false
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Security12b Title	Common Stock, par value $0.001 per share
Trading Symbol	CYT
Security Exchange Name	NASDAQ
Entity File Number	001-40499
Entity Incorporation State Country Code	DE
Entity Tax Identification Number	45-5429901
Entity Address Address Line One	99 Hayden Ave., Building B
Entity Address, Address Line Two	Suite 450
Entity Address City Or Town	Lexington
Entity Address State Or Province	MA
Entity Address Postal Zip Code	02421
City Area Code	857
Local Phone Number	285-4140
Document Quarterly Report	true
Document Transition Report	false

XML

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 137,204	$ 147,120
Prepaid expenses and other current assets	1,190	2,089
Total current assets	138,394	149,209
Property and equipment, net	323	1,699
Other assets	259	2,324
Total assets	138,976	153,232
Current liabilities:
Accounts payable	674	1,128
Accrued expenses and other current liabilities	3,287	4,187
Total current liabilities	3,961	5,315
Other long term liabilities	39	1,631
Total liabilities	4,000	6,946
Commitments and Contingencies (Note 10)
Stockholders' equity:
Preferred stock, $0.001 par value: 40,000,000 shares authorized as of March 31, 2023 and December 31, 2022; no shares issued and outstanding as of March 31, 2023 and December 31, 2022
Common stock, $0.001 par value: 280,000,000 shares authorized as of March 31, 2023 and December 31, 2022; 35,438,912 and 35,389,453 shares issued as of March 31, 2023 and December 31, 2022, respectively; 35,354,141 and 35,219,834 shares outstanding as of March 31, 2023 and December 31, 2022, respectively	35	35
Additional paid-in capital	285,541	284,365
Accumulated deficit	(150,600)	(138,114)
Total stockholders' equity	134,976	146,286
Total liabilities and stockholders' equity	$ 138,976	$ 153,232

XML

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	40,000,000	40,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	280,000,000	280,000,000
Common stock, shares issued	35,658,429	35,575,694
Common stock, shares outstanding	35,624,127	35,516,249

XML

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Operating expenses:
Research and development	$ 9,312	$ 10,088
General and administrative	4,110	4,043
Total operating expenses	13,422	14,131
Loss from operations	(13,422)	(14,131)
Other income (expense):
Interest income	1,543	29
Loss on disposal of property and equipment	(925)
Gain on lease terminations and modification	318
Total other income (expense)	936	29
Net loss	$ (12,486)	$ (14,102)
Net loss per share--basic	$ (0.35)	$ (0.40)
Net loss per share--diluted	$ (0.35)	$ (0.40)
Weighted-average common stock outstanding--basic	35,587,806	35,241,251
Weighted-average common stock outstanding--diluted	35,587,806	35,241,251

XML

Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Accumulated Deficit
Balance at Dec. 31, 2021	$ 187,292	$ 35	$ 279,310	$ (92,053)
Balance, Shares at Dec. 31, 2021		35,219,834
Exercise of common stock options	19		19
Exercise of common stock options, Shares		19,575
Vesting of early exercised options	39		39
Vesting of early exercised options, Shares		32,605
Stock-based compensation expense	1,255		1,255
Net loss	(14,102)			(14,102)
Balance at Mar. 31, 2022	174,503	$ 35	280,623	(106,155)
Balance, Shares at Mar. 31, 2022		35,272,014
Balance at Dec. 31, 2022	146,286	$ 35	284,365	(138,114)
Balance, Shares at Dec. 31, 2022		35,516,249
Exercise of common stock options	$ 42		42
Exercise of common stock options, Shares	41,588	41,588
Vesting of early exercised options	$ 31		31
Vesting of early exercised options, Shares		25,144
Issuance of common stock under ESPP	61		61
Issuance of common stock under ESPP, Shares		41,146
Stock-based compensation expense	1,042		1,042
Net loss	(12,486)			(12,486)
Balance at Mar. 31, 2023	$ 134,976	$ 35	$ 285,541	$ (150,600)
Balance, Shares at Mar. 31, 2023		35,624,127

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Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash flows from operating activities:
Net loss	$ (12,486)	$ (14,102)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense	150	159
Stock-based compensation	1,042	1,255
Non-cash lease expense	158	154
Loss on disposal of property and equipment	925
Gain on lease terminations and modification	(318)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	1,051	(322)
Accounts payable	(454)	(1,713)
Accrued expenses and other current liabilities	(235)	(1,025)
Net cash used in operating activities	(10,167)	(12,168)
Cash flows from investing activities:
Purchases of property and equipment		(191)
Proceeds from sales of property and equipment	150
Net cash provided by (used) in investing activities	150	(191)
Cash flows from financing activities:
Proceeds from issuance of common stock under ESPP	61
Proceeds from exercise of stock options	42	19
Net cash provided by financing activities	103	19
Net decrease in cash, cash equivalents, and restricted cash	(9,914)	(12,340)
Cash, cash equivalents and restricted cash at beginning of period	147,377	189,979
Cash, cash equivalents and restricted cash at end of period	137,463	177,639
Supplemental disclosure of cash flows
Property and equipment purchases in accounts payable		11
Remeasurement of operating lease liabilities and right-of-use assets due to lease modification	(1,908)
Vesting of early exercised options	31	39
Reconciliation of cash, cash equivalents and restricted cash
Cash and cash equivalents	137,204	177,383
Restricted cash (included in other assets)	$ 259	$ 256
Restricted Cash and Cash Equivalents, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Other Assets, Noncurrent	Other Assets, Noncurrent
Total cash, cash equivalents, and restricted cash	$ 137,463	$ 177,639

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Nature of the Business

3 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

Nature Of the Business

1. Nature of the business

Cyteir Therapeutics, Inc., (the “Company”) is a clinical-stage oncology company that is focused on the development of CYT-0851, an oral investigational drug candidate that inhibits monocarboxylate transporters. Cyteir’s current priority in CYT-0851 development is in combination with capecitabine or gemcitabine in a phase 1/2 clinical study, including patients with advanced ovarian cancer or other solid tumors, respectively. Through 2022, the Company used its expertise in DNA damage response biology and a disciplined approach to select targets for other novel, differentiated programs with the aim of building a patient-centric portfolio of effective cancer therapies. In January 2023, the Company announced a strategic prioritization that included the discontinuation of these preclinical efforts.

The Company was formed as a Delaware corporation on June 4, 2012, pursuant to the General Corporation Law of the State of Delaware. The Company has a principal office in Lexington, Massachusetts.

Liquidity

The Company has incurred net operating losses since inception and has funded its operations primarily with proceeds from the sale of redeemable convertible preferred stock and the issuance of common stock in its initial public offering, or IPO. As of March 31, 2023, the Company had cash and cash equivalents of $137.2 million and an accumulated deficit of $150.6 million. The Company expects its operating losses and negative operating cash flows to continue into the foreseeable future.

The Company expects that its cash and cash equivalents as of March 31, 2023 will be sufficient to fund its operating expenses and capital expenditure requirements for at least twelve months from the date these condensed consolidated financial statements are available to be issued.

The Company will need additional funding to support its planned operating activities. There can be no assurances, however, that the current operating plan will be achieved or that additional funding will be available on terms acceptable to the Company, or at all. If the Company is unable to obtain sufficient funding, it could be required to delay its development efforts, limit activities and reduce research and development costs, which could adversely affect its business prospects.

COVID-19 considerations

The development of the Company’s product candidates could be disrupted and materially adversely affected in by a pandemic, epidemic or outbreak of an infectious disease, such as the ongoing COVID-19 pandemic. These disruptions related to the COVID pandemic could affect the Company’s business, including, but not limited to, the ability of the Company's clinical research organizations, or CROs, to conduct clinical trials in countries outside of the United States, the Company’s ability to identify suitable clinical sites or open those sites for enrollment due to competing business needs, the Company’s ability to enroll patients due to their fear of coming into medical facilities and their perceived risk of becoming infected at such facilities, and the Company’s ability to monitor the clinical data generated at its clinical sites, required for completion of clinical trials.

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Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. Summary of significant accounting policies

The Company's significant accounting policies are disclosed in the audited consolidated financial statements for the years ended December 31, 2022 and 2021 ("audited financial statements"), which are included in the Company's Annual Report on Form 10-K that was filed with the SEC on March 23, 2023. Since the date of the financial statements, there have been no changes to the Company's significant accounting policies, except as noted below.

Interim Financial Information

The accompanying condensed consolidated balance sheet at March 31, 2023, and the condensed consolidated statements of operations, statements of changes in stockholders’ equity for the three months ended March 31, 2023 and 2022 and condensed consolidated statements of cash flows for the three months ended March 31, 2023 and 2022 are unaudited. The condensed consolidated interim financial statements have been prepared on the same basis as the audited annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments necessary for the fair presentation of the Company’s financial position at March 31, 2023 and the results of its operations for the three months ended March 31, 2023 and 2022 and its cash flows for the three months ended March 31, 2023 and 2022. The financial data and other information disclosed in these notes related to the three months ended March 31, 2023 and 2022 are also unaudited. The results for the three months ended March 31, 2023 are not necessarily indicative of results to be expected for the full year or for any other subsequent interim period.

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Fair Value Measurement

3 Months Ended

Mar. 31, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurement

3. Fair value measurement

The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis (in thousands):

			March 31, 2023
Assets:	Total		Quoted prices in active markets for identical assets (level 1)		Significant other observable inputs (level 2)		Significant other observable inputs (level 3)
Cash equivalents:
Money market funds	$	136,975	$	136,975	$	—	$	—
Total assets	$	136,975	$	136,975	$		$

			December 31, 2022
Assets	Total		Quoted prices in active markets for identical assets (level 1)		Significant other observable inputs (level 2)		Significant other observable inputs (level 3)
Cash equivalents:
Money market funds	$	146,870	$	146,870	$	—	$	—
Total assets	$	146,870	$	146,870	$	—	$	—

During the three months ended March 31, 2023 and the year ended December 31, 2022, there were no transfers between levels. The fair values of the Company’s cash equivalents, consisting of its standard checking accounts and money market funds, are based on quoted market prices in active markets without any valuation adjustment.

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

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Prepaid Expenses and Other Current Assets

3 Months Ended

Mar. 31, 2023

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Prepaid Expenses and Other Current Assets

4. Prepaid expenses and other current assets

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

	March 31, 2023		December 31, 2022
Prepaid research and development expenses	$	273	$	786
Prepaid insurance		452		982
Prepaid other		213		304
Other receivables		252		17
Total	$	1,190	$	2,089

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Property and Equipment, Net

3 Months Ended

Mar. 31, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

5. Property and equipment, net

On January 19, 2023, the Company announced a strategic prioritization of clinical development of CYT-0851, which included the discontinuation of preclinical efforts and a workforce reduction by approximately 70% of the Company's workforce. For the three months ended March 31, 2023, the Company recognized a loss on disposal of property and equipment totaling $0.9 million on the Company's condensed consolidated statements of operations.

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

Acquisition cost	Laboratory and computer equipment			Leasehold improvements			Total
As of December 31, 2022	$	1,846		$	1,675		$	3,521
Disposals		(1,752	)		(1,266	)		(3,018	)
As of March 31, 2023	$	94		$	409		$	503
Accumulated depreciation and amortization	Laboratory and computer equipment			Leasehold improvements			Total
As of December 31, 2022	$	(827	)	$	(995	)	$	(1,822	)
Depreciation expense		(56	)		(94	)		(150	)
Disposals		866			926			1,792
As of March 31, 2023	$	(17	)	$	(163	)	$	(180	)
Carrying amount	Laboratory and computer equipment			Leasehold improvements			Total
As of December 31, 2022	$	1,019		$	680		$	1,699
As of March 31, 2023	$	77		$	246		$	323

For both the three months ended March 31, 2023 and 2022, depreciation and amortization expense related to property and equipment was $0.2 million.

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Accrued Expenses and Other Current Liabilities

3 Months Ended

Mar. 31, 2023

Payables and Accruals [Abstract]

Accrued Expenses and Other Current Liabilities

6. Accrued expenses and other current liabilities

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

	March 31, 2023		December 31, 2022
Accrued research and development expenses	$	1,394	$	1,356
Accrued compensation		1,229		1,510
Accrued other		566		432
Operating lease liabilities		98		889
Total accrued expenses and other current liabilities	$	3,287	$	4,187

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Common Stock

3 Months Ended

Mar. 31, 2023

Equity [Abstract]

Common Stock

7. Common stock

The voting, dividend and liquidation rights of the holders of the Company’s common stock are subject to and qualified by the rights, powers and preferences of the holders of the preferred stock as set forth in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

The holders of the common stock are entitled to one vote for each share of common stock held submitted to a vote of stockholders, and there are not any cumulative voting rights. Holders of common stock are entitled to receive proportionately any dividends as may be declared by our board of directors subject to any preferential dividend rights of any series of preferred stock that the Company may designate and issue in the future.

As of March 31, 2023 and December 31, 2022, the Company has reserved the following shares of common stock for the potential exercise of stock options:

	March 31,		December 31,
	2023		2022
Options to purchase common stock		4,208,336		3,460,897
Remaining shares reserved for future issuance		6,697,386		5,706,345
Total		10,905,722		9,167,242

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Stock-based Compensation

3 Months Ended

Mar. 31, 2023

Share-Based Payment Arrangement [Abstract]

Stock-based Compensation

8. Stock-based compensation

2012 Stock Incentive Plan

The Company adopted the 2012 Stock Incentive Plan (the “2012 Plan”) in November 2012 pursuant to which the Company can issue incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards and other stock awards. Recipients of stock options or stock appreciate rights shall be eligible to purchase shares of the Company’s common stock at an exercise price equal to the estimated fair market value of such stock on the date of grant. The exercise price may be less than fair market value if the stock award is granted pursuant to an assumption or substitution for another stock award in the event of a merger or sale of the Company. The maximum term of options granted under the 2012 Plan is ten years, and stock options typically vest over a four-year period. The Board may assign vesting terms to the stock option grants as deemed appropriate. The Company also has the right of refusal to purchase any proposed disposition of shares issued under the 2012 Plan. The 2012 Plan allows for early exercise of all stock option grants if authorized by the Board at the time of grant. The shares of common stock issued from the early exercise of stock options are restricted and vest over time. The Company has the option to repurchase any unvested shares at the original purchase price upon any voluntary or involuntary termination. At the discretion of the Board, unvested shares held by employees may accelerate vesting in the event of a change of control of the Company unless assumed or substituted by the acquirer or surviving entity. The 2012 Plan has been subsequently amended and provides for the issuance of up to 6,941,421 shares of common stock as of March 31, 2023, of which 2,732,632 shares of common stock remained available for future grant under the 2012 Plan upon the effectiveness of the 2021 Equity Incentive Plan (the “2021 Plan”) and were made available for future issuance under the 2021 Plan.

2021 Equity Incentive Plan

In June 2021, the Company’s board of directors adopted and the Company’s stockholders approved the 2021 Plan, which became effective immediately prior to the effectiveness of the registration statement for the IPO. The 2021 Plan provides for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock units and other stock-based awards. Upon effectiveness of the 2021 Plan, the number of shares of common stock reserved for issuance under the 2021 Plan was 5,932,632, which represents 3,200,000 shares along with 2,732,632 shares of common stock reserved for issuance under the 2012 Plan that remained available for grant under the 2012 Plan immediately prior to the effectiveness of the 2021 Plan. Shares of the Company's common stock subject to outstanding awards granted under the 2012 Plan that expire unexercised or are terminated, surrendered, cancelled, forfeited or repurchased by the Company at their original issuance price pursuant to a contractual repurchase right will become available for issuance under the 2021 Plan. Upon adoption of the 2021 Plan, the Company ceased the grant of additional awards under the 2012 Plan. The 2021 Plan includes an "evergreen" provision, which provides for an annual increase to be added on January 1st of each year beginning in 2022 and continuing through and including 2031 by the lesser of (i) 5% of the number of shares of Stock outstanding as of such date and (ii) an amount determined by the board of directors. On January 1, 2023, the number of shares of Common Stock reserved and available for issuance under the 2021 Plan increased by 1,778,784 shares.

At March 31, 2023, 6,697,386 shares of common stock remained available for future grant under the 2021 Plan.

2021 Employee Stock Purchase Plan

In June 2021, the Company’s board of directors adopted, and the Company’s stockholders approved, the 2021 Employee Stock Purchase Plan (the “ESPP”), which became effective immediately prior to the effectiveness of the registration statement for the IPO. The ESPP is administered by the compensation committee of the Company’s board of directors, except that the Company’s board of directors may at any time act as the administrator of the ESPP. The ESPP provides participating employees with the opportunity to purchase shares of common stock, with an initial aggregate share pool of 300,000 shares of common stock. The number of shares of common stock reserved for issuance under the ESPP will automatically increase on January 1st of each year beginning in 2022 and continuing through and including 2031 by the least of (i) 1% of the number of shares of Stock outstanding as of such date, (ii) 600,000 shares of Stock and (iii) the number of shares of Stock determined by the Company’s board of directors on or prior to such date for such year, up to a maximum of 6,300,000 shares in the aggregate. On January 1, 2023, the number of shares of Common Stock reserved and available for issuance under the ESPP increased by 355,756 shares.

The ESPP allows eligible employees to authorize payroll deductions of between 1% and 15% of their regular base salary or wages to be applied toward the purchase of shares of the Company's common stock on the last trading day of the offering period, subject to certain limitations contained in the ESPP. Participating employees will purchase shares of the Company's common stock at a discount of 15% on the lesser of the closing price of the Company's common stock on the Nasdaq Global Select Market (i) on the first trading day of the offering period or (ii) the last trading day of the offering period. The Company utilizes the Black Scholes option pricing model to compute the fair market value of the shares subject to outstanding options under the ESPP and compensation expense is recognized over the offering period.

Participation in the ESPP is voluntary. Eligible employees become participants in the ESPP by enrolling in the plan and authorizing payroll deductions in accordance with the terms of the ESPP. At the end of each offering period, accumulated payroll deductions are used to purchase the Company’s shares at the discounted price. The Company makes no contributions to the ESPP. A participant may withdraw from the ESPP or reduce contributions to the ESPP during an offering period. If the participant elects to withdraw during an offering period, all contributions are refunded as soon as administratively practicable. If a participant elects to withdraw during an offering period, the participant may not re-enroll in the current offering but may elect to participate in future offerings, subject to the terms of the ESPP. Only whole shares of the Company may be purchased under the ESPP.

The Company issued 41,147 common shares under the ESPP during the three months ended March 31, 2023 at an average price per share of $1.49. Cash received from purchases under the ESPP for the three months ended March 31, 2023 was $0.1 million. The Company recognized an immaterial amount of compensation expense for the ESPP during the three months ended March 31, 2023.

Early exercise of unvested stock options

Shares purchased by employees pursuant to the early exercise of stock options are not deemed, for accounting purposes, to be outstanding shares until those shares vest according to their respective vesting schedules. Cash received from employee exercises of unvested options is included in long-term liabilities on the condensed consolidated balance sheets. Amounts recorded are reclassified to common stock and additional paid-in capital as the shares vest. As of March 31, 2023 and December 31, 2022, there were 34,302 and 59,446 unvested shares related to early exercises of stock options, respectively.

Stock option valuation

The assumptions that the Company used in the Black Scholes option-pricing model to determine the grant date fair value of stock options granted were as follows:

	March 31, 2023	December 31, 2022
Risk-free interest rate range	3.65%	1.89%-4.23%
Dividend yield	0.0%	0.0%
Expected life of options (years)	6.0	6.0
Volatility rate range	93.3%	92.4%-93.3%

The following table summarizes the Company’s stock option activity during the three months ended March 31, 2023:

	Number of shares			Weighted average exercise price		Weighted average remaining contractual term (in years)		Aggregate intrinsic value (in thousands)
Outstanding as of December 31, 2022		3,460,897		$	5.60		8.23	$	375
Granted		1,049,357		$	1.69		—		—
Exercised		(41,588	)	$	1.02		—		—
Forfeited or cancelled		(260,330	)	$	5.50		—		—
Outstanding as of March 31, 2023		4,208,336		$	4.68		6.68	$	586
Options vested and exercisable as of March 31, 2023		1,800,643		$	5.75		5.23	$	343

As of March 31, 2023, there was $6.8 million of unrecognized stock-based compensation expense related to the share-based compensation arrangements under the 2012 Plan. The Company expects to recognize this amount over a weighted-average period of 2.5 years.

The aggregate intrinsic value of options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those stock options that had exercise prices lower than the fair value of the common stock as of the end of the reporting period. The weighted-average grant date fair value of the Company’s stock options granted during the three months ended March 31, 2023 and 2022 was $1.31 and $4.52, respectively.

The total fair value of options vested during the three months ended March 31, 2023 and 2022 was $1.5 million and $1.1 million, respectively.

Stock-based compensation expense

Stock-based compensation expense included in the Company’s condensed consolidated statements of operations is as follows (in thousands):

	Three Months Ended March 31,
	2023		2022
Research and development	$	422	$	425
General and administrative		620		830
Total stock-based compensation expense	$	1,042	$	1,255

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Net Loss per Share

3 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

Net Loss Per Share

9. Net loss per share

The Company’s potentially dilutive securities have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted-average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The Company excluded the following shares from the computation of diluted net loss per share attributable to common stockholders as of March 31, 2023 and 2022 because including them would have had an anti-dilutive effect:

	Three Months Ended March 31,
	2023		2022
Options to purchase common stock		4,208,336		3,421,653
Unvested shares from early exercises		34,302		137,015

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

10. Commitments and Contingencies

Legal proceedings

From time to time, in the ordinary course of business, the Company is subject to litigation and regulatory examinations as well as information gathering requests, inquiries and investigations. As of March 31, 2023, there were no matters which would have a material impact on the Company’s financial results.

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Leases

3 Months Ended

Mar. 31, 2023

Leases [Abstract]

Leases

11. Leases

Operating Lease

In August 2018, the Company entered into an operating lease agreement (the "Lease") for office and laboratory space within the building complex located in Lexington, Massachusetts. The Lease commenced in November 2018, and as subsequently amended, is approximately 14,636 rentable square feet (“Original Premises”) and has a maturity date of October 31, 2023. In July 2021, the Company entered into the second amendment of the Lease and expanded the office space by approximately 5,531 square feet (the “Expansion Premises”), and extended the maturity date to December 31, 2025 for both the Original Premises and Expansion Premises. Lease payments are made monthly, subject to a 3% annual rent increase, and the Company pays for its proportionate share of building operating costs such as maintenance, utilities, and insurance that are treated as variable costs and excluded from the measurement of the Lease.

On March 29, 2023, the Company entered into a Lease Amendment and Termination Agreement (the “Amendment”) with respect to the operating lease with 99 Hayden LLC, which covers certain laboratory and office space at Ledgemont Technology Center at 99 Hayden Avenue, Lexington, Massachusetts (the “Premises”). The Amendment amends the terms of the Lease to terminate the Lease as of March 31, 2023, subject to completion of the requisite surrender requirements, with respect to approximately 14,636 rentable square feet consisting of office and lab space located on two floors of the Premises, and 140 rentable square feet of storage space located on the Premises. Under the terms of the Amendment, the Company will retain and consolidate into the remaining 5,531 rentable square feet of office space under the Lease at the Premises, which will serve as the Company's principal executive office, until October 31, 2023, at which time the Lease will terminate in its entirety. Prior to the expiration of the Lease, the Company intends to assess its real estate needs and plan appropriately. The Company recognized a gain on lease terminations and modification of $0.3 million for the three months ended March 31, 2023 on the condensed consolidated statement of operations and derecognized $2.2 million in lease liabilities and $1.9 million in right of use assets on the condensed consolidated balance sheets.

The following table summarizes the presentation of the Company's operating leases on its consolidated balance sheet:

Leases	Balance sheet classification	March 31, 2023		December 31, 2022
Assets
Operating lease assets	Other assets	$	—	$	2,066
Liabilities
Current
Operating lease liabilities	Accrued expenses and other current liabilities	$	98	$	889
Noncurrent
Operating lease liabilities	Other long term liabilities		—		1,560
Total lease liabilities		$	98	$	2,449

The components of lease cost under ASC 842 included in the Company’s condensed consolidated statement of operations for the three months ended March 31, 2023 and 2022 were as follows:

		Three Months Ended March 31,
Lease Cost	Statement of operations classification	2023		2022
Operating lease cost	Research and development	$	136	$	146
Operating lease cost	General and administrative		51		47
Variable lease cost	Research and development		92		113
Variable lease cost	General and administrative		35		36
Total lease cost		$	314	$	342

The weighted average remaining lease term and weighted average discount rate of the operating leases was 0.6 years and 5.0%, respectively, at March 31, 2023. The Company made cash payments for amounts included in the measurement of operating liabilities of $0.2 million for the three months ended March 31, 2023.

Future minimum lease payments under non-cancellable operating leases as of March 31, 2023 were as follows (in thousands):

Maturity of lease liabilities	Amount
2023 (excluding the three months ended March 31, 2023)	$	100
2024		—
2025		—
2026		—
2027		—
Total lease payments		100
Less: interest		(2	)
Present value of operating lease liabilities	$	98

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Employee benefit plans

3 Months Ended

Mar. 31, 2023

Share-Based Payment Arrangement [Abstract]

Employee benefit plans

12. Employee benefit plans

The Company has a 401(k) retirement plan for its employees, which is designed to be qualified under Section 401(k) of the Internal Revenue Code. Eligible employees are permitted to contribute to the 401(k) plan within statutory and 401(k) plan limits. The Company implemented a matching contribution in 2022 and has made $0.1 million matching contributions for the three months ended March 31, 2023.

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Restructuring

3 Months Ended

Mar. 31, 2023

Restructuring and Related Activities [Abstract]

Restructuring

13. Restructuring

On January 19, 2023, the Company announced a strategic prioritization of clinical development of CYT-0851, which included the discontinuation of preclinical efforts and a workforce reduction by approximately 70% of the Company's workforce. For the three months ended March 31, 2023, the Company estimated and incurred $2.3 million of restructuring charges related to termination benefits and other related charges of which $1.6 million and $0.7 million, respectively, were recorded in research and development expenses and general and administrative expenses in the Company's condensed consolidated statements of operations. Non-cash expenses related to the strategic prioritization, consisting of an estimated $0.9 million loss on disposal of property and equipment and a gain of $0.3 million on lease terminations and modification and were recorded in other income (expense) in the Company's condensed consolidated statements of operations. The Company made $1.7 million of cash payments related to this restructuring during the three months ended March 31, 2023. As of March 31, 2023, the restructuring accrual was approximately $0.6 million and was recorded in accrued expenses and other current liabilities in the Company's condensed consolidated balance sheet.

The following table outlines our restructuring activities for the three months ended March 31, 2023 (in thousands):

Opening Balance - December 31, 2022	$	-
Employee termination-related charges		2,318
Payments		(1,742	)
Balance - March 31, 2023	$	576

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Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

Interim Financial Information

Interim Financial Information

The accompanying condensed consolidated balance sheet at March 31, 2023, and the condensed consolidated statements of operations, statements of changes in stockholders’ equity for the three months ended March 31, 2023 and 2022 and condensed consolidated statements of cash flows for the three months ended March 31, 2023 and 2022 are unaudited. The condensed consolidated interim financial statements have been prepared on the same basis as the audited annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments necessary for the fair presentation of the Company’s financial position at March 31, 2023 and the results of its operations for the three months ended March 31, 2023 and 2022 and its cash flows for the three months ended March 31, 2023 and 2022. The financial data and other information disclosed in these notes related to the three months ended March 31, 2023 and 2022 are also unaudited. The results for the three months ended March 31, 2023 are not necessarily indicative of results to be expected for the full year or for any other subsequent interim period.

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Fair Value Measurement (Tables)

3 Months Ended

Mar. 31, 2023

Fair Value Disclosures [Abstract]

Schedule of Financial Assets and Liabilities Measured at Fair Value On Recurring Basis

The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis (in thousands):

			March 31, 2023
Assets:	Total		Quoted prices in active markets for identical assets (level 1)		Significant other observable inputs (level 2)		Significant other observable inputs (level 3)
Cash equivalents:
Money market funds	$	136,975	$	136,975	$	—	$	—
Total assets	$	136,975	$	136,975	$		$

			December 31, 2022
Assets	Total		Quoted prices in active markets for identical assets (level 1)		Significant other observable inputs (level 2)		Significant other observable inputs (level 3)
Cash equivalents:
Money market funds	$	146,870	$	146,870	$	—	$	—
Total assets	$	146,870	$	146,870	$	—	$	—

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Prepaid Expenses and Other Current Assets (Tables)

3 Months Ended

Mar. 31, 2023

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Summary of Prepaid Expenses and Other Current Assets

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

	March 31, 2023		December 31, 2022
Prepaid research and development expenses	$	273	$	786
Prepaid insurance		452		982
Prepaid other		213		304
Other receivables		252		17
Total	$	1,190	$	2,089

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Property and Equipment, Net (Tables)

3 Months Ended

Mar. 31, 2023

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment, Net

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

Acquisition cost	Laboratory and computer equipment			Leasehold improvements			Total
As of December 31, 2022	$	1,846		$	1,675		$	3,521
Disposals		(1,752	)		(1,266	)		(3,018	)
As of March 31, 2023	$	94		$	409		$	503
Accumulated depreciation and amortization	Laboratory and computer equipment			Leasehold improvements			Total
As of December 31, 2022	$	(827	)	$	(995	)	$	(1,822	)
Depreciation expense		(56	)		(94	)		(150	)
Disposals		866			926			1,792
As of March 31, 2023	$	(17	)	$	(163	)	$	(180	)
Carrying amount	Laboratory and computer equipment			Leasehold improvements			Total
As of December 31, 2022	$	1,019		$	680		$	1,699
As of March 31, 2023	$	77		$	246		$	323

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Accrued Expenses and Other Current Liabilities (Tables)

3 Months Ended

Mar. 31, 2023

Payables and Accruals [Abstract]

Summary of Accrued Expenses and Other Current Liabilities

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

	March 31, 2023		December 31, 2022
Accrued research and development expenses	$	1,394	$	1,356
Accrued compensation		1,229		1,510
Accrued other		566		432
Operating lease liabilities		98		889
Total accrued expenses and other current liabilities	$	3,287	$	4,187

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Common Stock (Tables)

3 Months Ended

Mar. 31, 2023

Equity [Abstract]

Schedule of Common Stock for Potential Exercise of Stock Options

As of March 31, 2023 and December 31, 2022, the Company has reserved the following shares of common stock for the potential exercise of stock options:

	March 31,		December 31,
	2023		2022
Options to purchase common stock		4,208,336		3,460,897
Remaining shares reserved for future issuance		6,697,386		5,706,345
Total		10,905,722		9,167,242

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Stock-based Compensation (Tables)

3 Months Ended

Mar. 31, 2023

Share-Based Payment Arrangement [Abstract]

Assumptions Used in Black Scholes Option-Pricing Model to Determine Grant Fair Value of Stock Option

The assumptions that the Company used in the Black Scholes option-pricing model to determine the grant date fair value of stock options granted were as follows:

	March 31, 2023	December 31, 2022
Risk-free interest rate range	3.65%	1.89%-4.23%
Dividend yield	0.0%	0.0%
Expected life of options (years)	6.0	6.0
Volatility rate range	93.3%	92.4%-93.3%

Schedule of Stock Option Activity

The following table summarizes the Company’s stock option activity during the three months ended March 31, 2023:

	Number of shares			Weighted average exercise price		Weighted average remaining contractual term (in years)		Aggregate intrinsic value (in thousands)
Outstanding as of December 31, 2022		3,460,897		$	5.60		8.23	$	375
Granted		1,049,357		$	1.69		—		—
Exercised		(41,588	)	$	1.02		—		—
Forfeited or cancelled		(260,330	)	$	5.50		—		—
Outstanding as of March 31, 2023		4,208,336		$	4.68		6.68	$	586
Options vested and exercisable as of March 31, 2023		1,800,643		$	5.75		5.23	$	343

Schedule of Stock Based Compensation Expense

Stock-based compensation expense included in the Company’s condensed consolidated statements of operations is as follows (in thousands):

	Three Months Ended March 31,
	2023		2022
Research and development	$	422	$	425
General and administrative		620		830
Total stock-based compensation expense	$	1,042	$	1,255

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Net Loss per Share (Tables)

3 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

Computation of Diluted Net Loss per Share Attributable to Common Stockholders

The Company excluded the following shares from the computation of diluted net loss per share attributable to common stockholders as of March 31, 2023 and 2022 because including them would have had an anti-dilutive effect:

	Three Months Ended March 31,
	2023		2022
Options to purchase common stock		4,208,336		3,421,653
Unvested shares from early exercises		34,302		137,015

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Leases (Tables)

3 Months Ended

Mar. 31, 2023

Leases [Abstract]

Summary of Operating Leases on Consolidated Balance Sheet

The following table summarizes the presentation of the Company's operating leases on its consolidated balance sheet:

Leases	Balance sheet classification	March 31, 2023		December 31, 2022
Assets
Operating lease assets	Other assets	$	—	$	2,066
Liabilities
Current
Operating lease liabilities	Accrued expenses and other current liabilities	$	98	$	889
Noncurrent
Operating lease liabilities	Other long term liabilities		—		1,560
Total lease liabilities		$	98	$	2,449

Components of Lease Cost

The components of lease cost under ASC 842 included in the Company’s condensed consolidated statement of operations for the three months ended March 31, 2023 and 2022 were as follows:

		Three Months Ended March 31,
Lease Cost	Statement of operations classification	2023		2022
Operating lease cost	Research and development	$	136	$	146
Operating lease cost	General and administrative		51		47
Variable lease cost	Research and development		92		113
Variable lease cost	General and administrative		35		36
Total lease cost		$	314	$	342

Schedule of Future Minimum Payments Required Under Non-cancellable Operating Leases

Future minimum lease payments under non-cancellable operating leases as of March 31, 2023 were as follows (in thousands):

Maturity of lease liabilities	Amount
2023 (excluding the three months ended March 31, 2023)	$	100
2024		—
2025		—
2026		—
2027		—
Total lease payments		100
Less: interest		(2	)
Present value of operating lease liabilities	$	98

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Restructuring (Tables)

3 Months Ended

Mar. 31, 2023

Restructuring and Related Activities [Abstract]

Schedule of Restructuring Activities

The following table outlines our restructuring activities for the three months ended March 31, 2023 (in thousands):

Opening Balance - December 31, 2022	$	-
Employee termination-related charges		2,318
Payments		(1,742	)
Balance - March 31, 2023	$	576

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Nature of the Business - Additional Information (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022
Subsidiary or Equity Method Investee [Line Items]
Accumulated deficit	$ (150,600)	$ (138,114)
Cash and cash equivalents	$ 137,204	$ 147,120	$ 177,383

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Fair Value Measurement - Schedule of Financial Assets and Liabilities Measured at Fair Value On Recurring Basis (Details) - Recurring - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Assets:
Total assets	$ 136,975	$ 146,870
Money Market Funds
Assets:
Cash equivalents	136,975	146,870
Quoted Prices in Active Markets for Identical Assets (Level 1)
Assets:
Total assets	136,975	146,870
Quoted Prices in Active Markets for Identical Assets (Level 1) | Money Market Funds
Assets:
Cash equivalents	$ 136,975	$ 146,870

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Fair Value Measurement - Additional Information (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Fair value of assets, Level 1 to Level 2 transfers, amount	$ 0	$ 0
Fair value of assets, Level 2 to Level 1 transfers, amount	$ 0	$ 0

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Prepaid Expenses and Other Current Assets - Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid research and development expenses	$ 273	$ 786
Prepaid insurance	452	982
Prepaid other	213	304
Other receivable	252	17
Total	$ 1,190	$ 2,089

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Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Property Plant And Equipment [Line Items]
Acquisition cost, Beginning Balance	$ 3,521
Acquisition cost, Disposals	(3,018)
Acquisition cost, Ending Balance	503
Accumulated depreciation and amortization, beginning balance	(1,822)
Accumulated depreciation and amortization, Depreciation expense	(150)
Accumulated depreciation and amortization, Disposals	1,792
Accumulated depreciation and amortization, Ending balance	(180)
Property and equipment, net	323	$ 1,699
Laboratory and Computer Equipment
Property Plant And Equipment [Line Items]
Acquisition cost, Beginning Balance	1,846
Acquisition cost, Disposals	(1,752)
Acquisition cost, Ending Balance	94
Accumulated depreciation and amortization, beginning balance	(827)
Accumulated depreciation and amortization, Depreciation expense	(56)
Accumulated depreciation and amortization, Disposals	866
Accumulated depreciation and amortization, Ending balance	(17)
Property and equipment, net	77	1,019
Leasehold Improvements
Property Plant And Equipment [Line Items]
Acquisition cost, Beginning Balance	1,675
Acquisition cost, Disposals	(1,266)
Acquisition cost, Ending Balance	409
Accumulated depreciation and amortization, beginning balance	(995)
Accumulated depreciation and amortization, Depreciation expense	(94)
Accumulated depreciation and amortization, Disposals	926
Accumulated depreciation and amortization, Ending balance	(163)
Property and equipment, net	$ 246	$ 680

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Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands		3 Months Ended
	Jan. 19, 2023	Mar. 31, 2023	Mar. 31, 2022
Property, Plant and Equipment [Abstract]
Depreciation and amortization expense		$ 150	$ 159
Loss on disposal of property and equipment		$ 925
Percentage of workforce reduction and preclinical efforts	70.00%

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Accrued Expenses and Other Current Liabilities - Summary of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Accrued research and development expenses	$ 1,394	$ 1,356
Accrued compensation	1,229	1,510
Accrued other	566	432
Operating lease liabilities	98	889
Total accrued expenses and other current liabilities	$ 3,287	$ 4,187

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Common Stock - Additional Information (Details)	3 Months Ended
	Mar. 31, 2023
Equity [Abstract]
Common stock, voting rights	The holders of the common stock are entitled to one vote for each share of common stock held submitted to a vote of stockholders, and there are not any cumulative voting rights.

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Common Stock - Schedule of Common Stock for Potential Exercise of Stock Options (Details) - shares	Mar. 31, 2023	Dec. 31, 2022
Class Of Stock [Line Items]
Common stock issuable upon conversion	10,905,722	9,167,242
Options to Purchase Common Stock
Class Of Stock [Line Items]
Common stock issuable upon conversion	4,208,336	3,460,897
Remaining Shares Reserved for Future Issuance
Class Of Stock [Line Items]
Common stock issuable upon conversion	6,697,386	5,706,345

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Stock-based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions			3 Months Ended		9 Months Ended
	Jan. 01, 2023	Jun. 21, 2021	Mar. 31, 2023	Mar. 31, 2022	Sep. 30, 2022	Dec. 31, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Issuance of shares of common stock			10,905,722			9,167,242
Weighted average exercise price			$ 4.68			$ 5.60
Weighted-average grant date fair value of stock options granted			$ 1.31	$ 4.52
Weighted-average period			2 years 6 months
Total fair value of options vested			$ 1.5	$ 1.1
Unvested Stock Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unvested shares related to early exercises of stock options			34,302			59,446
2012 Stock Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Maximum term of options granted			10 years
Vesting period			4 years
Common stock available for future grant			2,732,632
Unrecognized stock based compensation expense			$ 6.8
2012 Stock Incentive Plan | Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Issuance of shares of common stock			6,941,421
2021 Equity Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Issuance of shares of common stock			5,932,632
Common stock available for future grant			6,697,386
Percentage of number of shares of stock outstanding		5.00%
Increase in common stock reserved and available for issuance	1,778,784
2021 Employee Stock Purchase Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Percentage of number of shares of stock outstanding		1.00%
Proceeds from ESPP					$ 0.1
Increase in common stock reserved and available for issuance	355,756
Number of share increase			600,000
2021 Employee Stock Purchase Plan | Common Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares issued			41,147
Weighted average exercise price			$ 1.49
2021 Employee Stock Purchase Plan | Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Issuance of shares of common stock		300,000
Number of shares of stock authorized			6,300,000
Current Equity Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Issuance of shares of common stock			3,200,000
2012 Shares Made Available 2021 Equity Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Issuance of shares of common stock			2,732,632

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Stock-based Compensation - Assumptions Used in Black Scholes Option-Pricing Model to Determine Grant Fair Value of Stock Option (Details) - Stock Option	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Risk-free interest rate range	3.65%
Risk-free interest rate range, minimum		1.89%
Risk-free interest rate range, maximum		4.23%
Dividend yield	0.00%	0.00%
Expected life of options (years)	6 years	6 years
Volatility rate range	93.30%
Volatility rate range, minimum		92.40%
Volatility rate range, maximum		93.30%

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Stock-based Compensation - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]
Number of shares, beginning balance	3,460,897
Number of shares, Granted	1,049,357
Number of shares, Exercised	(41,588)
Number of shares, Forfeited or cancelled	(260,330)
Number of shares, ending balance	4,208,336	3,460,897
Number of shares, Options vested and exercisable	1,800,643
Weighted average exercise price, beginning balance	$ 5.60
Weighted average exercise price, Granted	1.69
Weighted average exercise price, Exercised	1.02
Weighted average exercise price, Forfeited or cancelled	5.50
Weighted average exercise price, ending balance	4.68	$ 5.60
Weighted average exercise price, Options vested and exercisable	$ 5.75
Weighted average remaining contractual term (in years), balance	6 years 8 months 4 days	8 years 2 months 23 days
Weighted average remaining contractual term (in years), Options vested and exercisable	5 years 2 months 23 days
Aggregate intrinsic value, beginning balance	$ 375
Aggregate intrinsic value, ending balance	586	$ 375
Aggregate intrinsic value, Options vested and exercisable	$ 343

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Stock-based Compensation - Schedule of Stock Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total stock-based compensation expense	$ 1,042	$ 1,255
Research and Development
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total stock-based compensation expense	422	425
General and Administrative
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total stock-based compensation expense	$ 620	$ 830

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Net Loss per Share - Computation of Diluted Net Loss per Share Attributable to Common Stockholders (Details) - shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Options to Purchase Common Stock
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of EPS	4,208,336	3,421,653
Unvested Shares from Early Exercises
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of EPS	34,302	137,015

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Leases - Additional Information (Details) $ in Thousands	1 Months Ended		3 Months Ended
	Jul. 31, 2021 ft²	Aug. 31, 2018 ft²	Mar. 31, 2023 USD ($)	Mar. 29, 2023 ft² Floor
Lessee, Lease, Description [Line Items]
Operating lease, weighted average remaining lease term			7 months 6 days
Operating lease, weighted average discount rate			5.00%
Operating lease, payments | $			$ 200
Operating Lease Liability Derecognized | $			2,200
Right of Use Assets Derecognized | $			1,900
Gain on lease terminations and modification | $			$ 318
Massachusetts
Lessee, Lease, Description [Line Items]
Total rentable area				5,531
Premises | Massachusetts
Lessee, Lease, Description [Line Items]
Total rentable area		14,636
Lease expiration date		Oct. 31, 2023
Number of square feet expanding	5,531
Operating lease extended maturity date	Dec. 31, 2025
Description of option to extend operating lease			In July 2021, the Company entered into the second amendment of the Lease and expanded the office space by approximately 5,531 square feet (the “Expansion Premises”), and extended the maturity date to December 31, 2025 for both the Original Premises and Expansion Premises.
Existence option to extend operating lease	true
Increase in annual rent percentage	3.00%
Office and Lab Space [Member] | Massachusetts
Lessee, Lease, Description [Line Items]
Total rentable area				14,636
Number of floors | Floor				2
Storage Space [Member] | Massachusetts
Lessee, Lease, Description [Line Items]
Total rentable area				140

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Leases - Summary of Operating Leases on Consolidated Balance Sheet (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Assets
Operating lease assets		$ 2,066
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Other Assets, Noncurrent	Other Assets, Noncurrent
Liabilities
Operating lease liabilities, Current	$ 98	$ 889
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Accounts Payable and Other Accrued Liabilities, Current	Accounts Payable and Other Accrued Liabilities, Current
Operating lease liabilities, Noncurrent		$ 1,560
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Other Liabilities, Noncurrent	Other Liabilities, Noncurrent
Total lease liabilities	$ 98	$ 2,449

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Leases - Components of Lease Cost (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Lessee, Lease, Description [Line Items]
Total lease cost	$ 314	$ 342
Research and Development
Lessee, Lease, Description [Line Items]
Operating lease cost	136	146
Variable lease cost	92	113
General and Administrative
Lessee, Lease, Description [Line Items]
Operating lease cost	51	47
Variable lease cost	$ 35	$ 36

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Leases - Schedule of Future Minimum Payments Required Under Non-cancellable Operating Leases (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Lessee, Operating Lease, Liability, to be Paid [Abstract]
2023 (excluding the three months ended March 31, 2023)	$ 100
Total lease payments	100
Less: interest	(2)
Present value of operating lease liabilities	$ 98	$ 2,449

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Employee benefit plans - Additional Information (Details) $ in Millions	3 Months Ended
	Mar. 31, 2023 USD ($)
Share-Based Payment Arrangement [Abstract]
Contributions by employer	$ 0.1

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Restructuring - Additional Information (Details) - USD ($) $ in Thousands		3 Months Ended
	Jan. 19, 2023	Mar. 31, 2023
Restructuring Cost and Reserve [Line Items]
Percentage of Workforce Reduction and Preclinical Efforts	70.00%
Restructuring charges		$ 2,300
Cash payments related to restructuring		1,742
Loss on disposal of property and equipment		(925)
Gain on lease terminations and modification		318
Restructuring accrual		600
Research and development
Restructuring Cost and Reserve [Line Items]
Restructuring charges		1,600
General and Administrative
Restructuring Cost and Reserve [Line Items]
Restructuring charges		$ 700

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Restructuring - Schedule of Restructuring Activities (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Restructuring and Related Activities [Abstract]
Opening Balance - December 31, 2022	$ 0
Employee termination related charges	2,318
Payments	(1,742)
Balance - March 31, 2023	$ 576