0000950170-24-126018 | 10-Q | XBRL Viewer

Investments	9 Months Ended
Sep. 30, 2024
Investments, Debt and Equity Securities [Abstract]
Investments	5. Investments As of September 30, 2024 and December 31, 2023, the Company held restricted investments of $0 and $1,401, respectively, the cost of which approximates current fair value. The Company did not hold any other investments as of September 30, 2024 and December 31, 2023. Investments with original maturities of less than 90 days are included in cash and cash equivalents on the condensed consolidated balance sheets and are not included in the table above. Investments with maturities of less than 12 months are considered current assets and those investments with maturities greater than 12 months are considered non-current assets.

Investments

9 Months Ended

Sep. 30, 2024

Investments, Debt and Equity Securities [Abstract]

5. Investments

As of September 30, 2024 and December 31, 2023, the Company held restricted investments of $0 and $1,401, respectively, the cost of which approximates current fair value. The Company did not hold any other investments as of September 30, 2024 and December 31, 2023.

Investments with original maturities of less than 90 days are included in cash and cash equivalents on the condensed consolidated balance sheets and are not included in the table above. Investments with maturities of less than 12 months are considered current assets and those investments with maturities greater than 12 months are considered non-current assets.

Income Taxes	9 Months Ended
Sep. 30, 2024
Income Tax Disclosure [Abstract]
Income Taxes	14. Income taxes The Company did not provide for any income taxes in its condensed consolidated statement of operations and comprehensive loss for the three and nine months ended September 30, 2024 and 2023. While the Company has net income for the three and nine months ended September 30, 2024, the Company is projecting book and tax losses for the full year ended December 31, 2024, for which it is more likely than not that the Company will not realize a benefit. Based on its evaluation of the positive and negative evidence bearing upon its ability to realize its deferred tax assets, the Company determined that it is more likely than not that it will not realize such benefits. Accordingly, the Company has recorded a full valuation allowance against its deferred tax assets as of September 30, 2024 and December 31, 2023, and has not recorded any income taxes for the three and nine months ended September 30, 2024 and 2023. Management reevaluates the positive and negative evidence at each reporting period.

Income Taxes

9 Months Ended

Sep. 30, 2024

Income Tax Disclosure [Abstract]

Income Taxes

14. Income taxes

The Company did not provide for any income taxes in its condensed consolidated statement of operations and comprehensive loss for the three and nine months ended September 30, 2024 and 2023. While the Company has net income for the three and nine months ended September 30, 2024, the Company is projecting book and tax losses for the full year ended December 31, 2024, for which it is more likely than not that the Company will not realize a benefit. Based on its evaluation of the positive and negative evidence bearing upon its ability to realize its deferred tax assets, the Company determined that it is more likely than not that it will not realize such benefits. Accordingly, the Company has recorded a full valuation allowance against its deferred tax assets as of September 30, 2024 and December 31, 2023, and has not recorded any income taxes for the three and nine months ended September 30, 2024 and 2023. Management reevaluates the positive and negative evidence at each reporting period.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Accrued Expenses and Other Current Liabilities - Additional Information (Details) $ in Thousands	Sep. 30, 2024 USD ($)
VOWST Business [Member]
Accrued Transaction Cost	$ 4,578

Common Stock and Stock-Based Awards - Additional Information (Details) $ / shares in Units, $ in Thousands		3 Months Ended		9 Months Ended
	May 21, 2021 USD ($)	Sep. 30, 2024 USD ($) $ / shares shares	Sep. 30, 2023 USD ($) $ / shares shares	Sep. 30, 2024 USD ($) $ / shares shares	Sep. 30, 2023 USD ($) $ / shares shares	Feb. 22, 2024 shares	Feb. 21, 2024 shares	Dec. 31, 2023 shares
Subsidiary, Sale of Stock [Line Items]
Common stock, shares issued \| shares				14,285,715
Share Price \| $ / shares		$ 1.05		$ 1.05
Payments to acquire business				$ 15,000
Common stock, shares authorized \| shares		360,000,000		360,000,000		360,000,000	240,000,000	240,000,000
Aggregate fair value of common stock issued		$ 13,516		$ 13,516
VOWST Business [Member]
Subsidiary, Sale of Stock [Line Items]
Payments to acquire business				100,000
Proceeds from issuance of common stock				$ 1,484
At The Market Equity Offering Program [Member] \| Sales Agreement [Member] \| Cowen And Company, LLC [Member]
Subsidiary, Sale of Stock [Line Items]
Gross proceeds from sale of common stock	$ 150,000,000
Common stock, shares issued \| shares		3,285,203	0	18,651,833	2,005,547
Common stock, average share price \| $ / shares		$ 1.09	$ 0	$ 1.21	$ 6.11
Proceeds from issuance of common stock		$ 3,384	$ 0	$ 21,793	$ 11,730
Percentage of commission on sale of common stock		3	3	3	3

Condensed Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Accumulated Other Comprehensive Loss (Income) [Member]
Beginning balance at Dec. 31, 2022	$ 10,783	$ 125	$ 875,181	$ (864,511)	$ (12)
Beginning balance, shares at Dec. 31, 2022		125,222,273
Issuance of common stock upon exercise of stock options, value	188		188
Issuance of common stock upon exercise of stock options, shares		56,523
Issuance of common stock upon vesting of RSUs and PSUs, net of tax withholdings, shares		259,023
Issuance of common stock under ESPP, value	1,229	$ 1	1,228
Issuance of common stock under ESPP, shares		267,615
Issuance of common stock from at the market equity offering, value	4,239	$ 1	4,238
Issuance of common stock from at the market equity offering, shares		787,170
Stock-based compensation expense	6,850		6,850
Other comprehensive income	14				14
Net Income (Loss)	(71,174)			(71,174)
Ending balance at Mar. 31, 2023	(47,871)	$ 127	887,685	(935,685)	2
Ending balance, shares at Mar. 31, 2023		126,592,604
Beginning balance at Dec. 31, 2022	10,783	$ 125	875,181	(864,511)	(12)
Beginning balance, shares at Dec. 31, 2022		125,222,273
Net Income (Loss)	(72,476)
Ending balance at Sep. 30, 2023	(15,123)	$ 129	921,735	(936,987)	0
Ending balance, shares at Sep. 30, 2023		128,630,689
Beginning balance at Mar. 31, 2023	(47,871)	$ 127	887,685	(935,685)	2
Beginning balance, shares at Mar. 31, 2023		126,592,604
Issuance of common stock upon exercise of stock options, value	168		168
Issuance of common stock upon exercise of stock options, shares		49,069
Issuance of common stock upon vesting of RSUs and PSUs, net of tax withholdings, shares		177,629
Issuance of common stock from at the market equity offering, value	7,491	$ 1	7,490
Issuance of common stock from at the market equity offering, shares		1,218,377
Issuance of warrants, value	2,785		2,785
Stock-based compensation expense	13,492		13,492
Other comprehensive income	(3)				(3)
Net Income (Loss)	46,552			46,552
Ending balance at Jun. 30, 2023	22,614	$ 128	911,620	(889,133)	(1)
Ending balance, shares at Jun. 30, 2023		128,037,679
Issuance of common stock upon exercise of stock options, value	521		521
Issuance of common stock upon exercise of stock options, shares		155,048
Issuance of common stock upon vesting of RSUs and PSUs, net of tax withholdings, shares		102,885
Issuance of common stock under ESPP, value	922	$ 1	921
Issuance of common stock under ESPP, shares		335,077
Stock-based compensation expense	8,673		8,673
Other comprehensive income	1				1
Net Income (Loss)	(47,854)			(47,854)
Ending balance at Sep. 30, 2023	(15,123)	$ 129	921,735	(936,987)	0
Ending balance, shares at Sep. 30, 2023		128,630,689
Beginning balance at Dec. 31, 2023	$ (44,856)	$ 135	933,244	(978,235)	0
Beginning balance, shares at Dec. 31, 2023	135,041,467	135,041,467
Issuance of common stock upon exercise of stock options, value	$ 0
Issuance of common stock upon vesting of RSUs and PSUs, net of tax withholdings, value		$ 1	(1)
Issuance of common stock upon vesting of RSUs and PSUs, net of tax withholdings, shares		609,962
Issuance of common stock under ESPP, value	353		353
Issuance of common stock under ESPP, shares		423,975
Issuance of common stock from at the market equity offering, value	18,409	$ 15	18,394
Issuance of common stock from at the market equity offering, shares		15,366,630
Stock-based compensation expense	6,489		6,489
Net Income (Loss)	(40,133)			(40,133)
Ending balance at Mar. 31, 2024	(59,738)	$ 151	958,479	(1,018,368)	0
Ending balance, shares at Mar. 31, 2024		151,442,034
Beginning balance at Dec. 31, 2023	$ (44,856)	$ 135	933,244	(978,235)	0
Beginning balance, shares at Dec. 31, 2023	135,041,467	135,041,467
Issuance of common stock, net of issuance costs, shares	14,285,715
Issuance of common stock upon exercise of stock options, shares	0
Issuance of common stock from Securities Purchase Agreement, net of offering costs - related party, value	$ 13,516
Net Income (Loss)	15,773
Ending balance at Sep. 30, 2024	$ 23,919	$ 170	986,211	(962,462)	0
Ending balance, shares at Sep. 30, 2024	170,200,253	170,200,253
Beginning balance at Mar. 31, 2024	$ (59,738)	$ 151	958,479	(1,018,368)	0
Beginning balance, shares at Mar. 31, 2024		151,442,034
Issuance of common stock upon exercise of stock options, value	0
Issuance of common stock upon vesting of RSUs and PSUs, net of tax withholdings, value	0	$ 1	(1)
Issuance of common stock upon vesting of RSUs and PSUs, net of tax withholdings, shares		191,888
Stock-based compensation expense	5,534		5,534
Net Income (Loss)	(32,870)			(32,870)
Ending balance at Jun. 30, 2024	(87,074)	$ 152	964,012	(1,051,238)	0
Ending balance, shares at Jun. 30, 2024		151,633,922
Issuance of common stock upon exercise of stock options, value	0
Issuance of common stock upon vesting of RSUs and PSUs, net of tax withholdings, value		$ 1	(1)
Issuance of common stock upon vesting of RSUs and PSUs, net of tax withholdings, shares		830,953
Issuance of common stock under ESPP, value	134		134
Issuance of common stock from Securities Purchase Agreement, net of offering costs - related party, value	13,516	$ 14	13,502
Issuance of common stock from Securities Purchase Agreement, net of offering costs - related party, shares		14,285,715
Issuance of common stock under ESPP, shares		164,460
Issuance of common stock from at the market equity offering, value	3,384	$ 3	3,381
Issuance of common stock from at the market equity offering, shares		3,285,203
Stock-based compensation expense	5,183		5,183
Net Income (Loss)	88,776			88,776
Ending balance at Sep. 30, 2024	$ 23,919	$ 170	$ 986,211	$ (962,462)	$ 0
Ending balance, shares at Sep. 30, 2024	170,200,253	170,200,253

Net Loss per Share

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Net Loss per Share

11. Net Loss per Share

Basic and diluted net loss per share attributable to common stockholders was calculated as follows (in thousands, except share and per share data):


	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Numerator:
Net loss from continuing operations attributable to common stockholders	$	(51,035	)	$	(41,015	)	$	(110,134	)	$	(155,413	)
Net income (loss) from discontinuing operations attributable to common stockholders	$	139,811		$	(6,839	)	$	125,907		$	82,937
Net income (loss) attributable to common stockholders	$	88,776		$	(47,854	)	$	15,773		$	(72,476	)

Denominator:
Weighted-average shares outstanding - basic and diluted		152,648,238			128,289,871			150,097,482			127,297,667
Net loss from continuing operations per share attributable to common stockholders, basic and diluted	$	(0.33	)	$	(0.32	)	$	(0.73	)	$	(1.22	)
Net income (loss) from discontinued operations per share attributable to common stockholders, basic and diluted	$	0.92		$	(0.05	)	$	0.84		$	0.65
Net income (loss) per share attributable to common stockholders, basic and diluted	$	0.58		$	(0.37	)	$	0.11		$	(0.57	)

Anti-dilutive potential common stock equivalents excluded from the calculation of net (loss) income per share:
Stock options to purchase common stock		19,124,165			16,370,123			19,124,165			16,370,123
Unvested restricted stock units		2,754,989			3,826,695			2,754,989			3,826,695
Shares issuable under employee stock purchase plan		100,059			139,649			33,596			47,061
Warrants to purchase common stock		647,589			1,177,433			647,589			1,177,433

The Company utilizes the control number concept in the computation of diluted earnings per share to determine whether potential common stock equivalents are dilutive. The control number used is loss from continuing operations. The control number concept requires that the same number of potentially dilutive securities applied in computing diluted earnings per share from continuing operations be applied to all other categories of income or loss, regardless of their anti-dilutive effect on such categories. Since the Company had a net loss from continuing operations for all periods presented, no dilutive effect has been recognized in the calculation of income from discontinued operations 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’s potential dilutive securities, which include stock options, unvested restricted common stock and shares issuable under the 2015 Employee Stock Purchase Plan, have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share and therefore be anti-dilutive. Additionally, for the three and nine months ended September 30, 2024 and 2023, the warrants to purchase common stock were excluded because the exercise price of the Tranche A Warrants was greater than the average fair value of the Company's common shares, and the necessary conditions for exercise of the Tranche B and Tranche C Warrants had not been met.

Leases - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended			9 Months Ended
	Sep. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Operating Leased Assets [Line Items]
Existence of option to extend				true
Option to extend, description				Certain leases include one or more options to renew, exercisable at the Company’s sole discretion, with renewal terms that can extend the lease from approximately one year to ten years.
Right-of-use asset	$ 82,910			$ 82,910		$ 90,417
Present value of operating lease liabilities	93,612			93,612		$ 97,239
Impairment loss of leasehold improvements				1,536
Lease payment over sublease term				10,400
Leases Payments	$ 5,364		$ 4,399	$ 14,321	$ 11,687
Weighted average remaining lease term	7 years 2 months 15 days		8 years 2 months 8 days	7 years 2 months 15 days	8 years 2 months 8 days
Weighted average incremental borrowing rate	13.00%			13.00%
Cambridge Massachusetts [Member]
Operating Leased Assets [Line Items]
Impairment loss of leasehold improvements		$ 1,536
Impairment loss		1,731
Impairment loss		3,267
General and Administrative Expenses [Member] \| Cambridge Massachusetts [Member]
Operating Leased Assets [Line Items]
Impairment loss		540
Research and Development Expenses [Member] \| Cambridge Massachusetts [Member]
Operating Leased Assets [Line Items]
Impairment loss		$ 2,727
Maximum [Member]
Operating Leased Assets [Line Items]
Operating lease, remaining term				9 years
Lease renewal term (in years)	10 years			10 years
Minimum [Member]
Operating Leased Assets [Line Items]
Operating lease, remaining term				1 year
Lease renewal term (in years)	1 year			1 year

Net Loss per Share (Tables)

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Basic and Diluted Net Loss Per Share Attributable to Common Stockholders

Basic and diluted net loss per share attributable to common stockholders was calculated as follows (in thousands, except share and per share data):


	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Numerator:
Net loss from continuing operations attributable to common stockholders	$	(51,035	)	$	(41,015	)	$	(110,134	)	$	(155,413	)
Net income (loss) from discontinuing operations attributable to common stockholders	$	139,811		$	(6,839	)	$	125,907		$	82,937
Net income (loss) attributable to common stockholders	$	88,776		$	(47,854	)	$	15,773		$	(72,476	)

Denominator:
Weighted-average shares outstanding - basic and diluted		152,648,238			128,289,871			150,097,482			127,297,667
Net loss from continuing operations per share attributable to common stockholders, basic and diluted	$	(0.33	)	$	(0.32	)	$	(0.73	)	$	(1.22	)
Net income (loss) from discontinued operations per share attributable to common stockholders, basic and diluted	$	0.92		$	(0.05	)	$	0.84		$	0.65
Net income (loss) per share attributable to common stockholders, basic and diluted	$	0.58		$	(0.37	)	$	0.11		$	(0.57	)

Anti-dilutive potential common stock equivalents excluded from the calculation of net (loss) income per share:
Stock options to purchase common stock		19,124,165			16,370,123			19,124,165			16,370,123
Unvested restricted stock units		2,754,989			3,826,695			2,754,989			3,826,695
Shares issuable under employee stock purchase plan		100,059			139,649			33,596			47,061
Warrants to purchase common stock		647,589			1,177,433			647,589			1,177,433

Restructuring - Schedule of Changes in Restructuring Liability (Detail) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Restructuring Cost and Reserve [Line Items]
Restructuring expenses		$ 5,606
Accrued Expenses and Other Current Liabilities [Member]
Restructuring Cost and Reserve [Line Items]
Remaining liability included in accrued expenses and other current liabilities	$ 154
Accrued Expense and Other Current Liabilities [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring expenses	5,606
Less: stock-based compensation	(261)
Cash payments made through September 30, 2024	$ (5,191)

- Definition

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

+ References + Details

Common Stock and Stock-Based Awards - Restricted Stock Units - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	3 Months Ended			9 Months Ended
	Oct. 31, 2024	Sep. 30, 2024	Sep. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense		$ 5,183	$ 8,673		$ 17,206	$ 29,015
Retention Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense		$ 178			$ 536
Service Based Restricted Stock Units (RSUs)[Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares granted		0	85,308		1,288,127	1,806,103
Stock option granted vesting period					4 years
Service Based Restricted Stock Units (RSUs)[Member] \| Share-Based Payment Arrangement, Tranche One [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock option granted vesting period					1 year
Vesting rights percentage					25.00%
Service Based Restricted Stock Units (RSUs)[Member] \| Share-Based Payment Arrangement, Tranche Two [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock option granted vesting period					3 years
Vesting rights percentage					75.00%
Performance Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense		$ 0	$ 109		$ 8	$ 2,481
Performance Based Restricted Stock Units (PSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average grant-date fair value of stock options				$ 5.5
Stock-based compensation expense		$ 194	$ 1,610		$ 721	$ 4,378
Number of shares granted		0	0	1,322,715	0	1,322,715
Scenario Forecast [Member] \| Performance Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 71

Leases

9 Months Ended

Sep. 30, 2024

Leases [Abstract]

Leases

8. Leases

The Company leases real estate, primarily laboratory, office and manufacturing space. The Company’s leases have remaining terms ranging from approximately one to nine years. Certain leases include one or more options to renew, exercisable at the Company’s sole discretion, with renewal terms that can extend the lease from approximately one year to ten years. The Company evaluated the renewal options in its leases to determine if it was reasonably certain that the renewal option would be exercised, given the Company’s current business structure, uncertainty of future growth, and the associated impact to real estate, the Company concluded that it is not reasonably certain that any renewal options would be exercised. Therefore, the operating lease assets and operating lease liabilities only contemplate the initial lease terms. All the Company’s leases qualify as operating leases.

In January 2024, the Company entered into a sublease agreement with an unrelated third party to sublease a portion of its office and laboratory space in Cambridge, Massachusetts. The term of the sublease agreement commenced in March 2024 and ends on

January 13, 2030. The Company will receive lease payments over the sublease term totaling $10,400. The sublessee is obligated to pay all real estate taxes and costs related to the subleased premises, including cost of operations, maintenance, repair, replacement and property management.

During the three months ended March 31, 2024, the Company identified an indicator of impairment of its donor collection facility in Cambridge, Massachusetts, as the facility is no longer being used by the Company as a result of operational efficiencies implemented related to the production process and is being marketed for sublease. The Company determined that this represents a significant adverse change in the extent in which the long-lived asset was being used. The Company determined that the location contains multiple asset groups for the purpose of the long-lived asset impairment assessment. The Company concluded that the carrying value of each asset group was not recoverable as it exceeded the future net undiscounted cash flows that are expected to be generated from the assets within the asset group. In the first quarter of 2024, the Company recognized an impairment loss of $3,267, consisting of $1,731 on the operating lease right-of-use asset and $1,536 on the leasehold improvements. $2,727 of the total impairment loss is included in research and development expenses and the remaining $540 is included in general and administrative expenses in the accompanying condensed consolidated statements of operations and comprehensive loss.

The following table summarizes the presentation in the Company’s condensed consolidated balance sheets of its operating leases (in thousands):


	September 30, 2024		December 31, 2023
Assets:
Operating lease assets	$	82,910	$	90,417

Liabilities:
Operating lease liabilities	$	8,346	$	5,587
Operating lease liabilities, net of current portion		85,266		91,652
Total operating lease liabilities	$	93,612	$	97,239

The following table summarizes the effect of lease costs in the Company’s condensed consolidated statements of operations and comprehensive loss (in thousands):


	Three Months Ended September 30,					Nine Months Ended September 30,
	2024			2023		2024			2023
Operating lease costs	$	5,701		$	5,544	$	17,177		$	16,496
Short-term lease costs		381			362		1,127			1,102
Variable lease costs		1,801			1,699		5,729			5,643
Sublease income		(814	)		—		(1,884	)		—
Total lease costs	$	7,069		$	7,605	$	22,149		$	23,241

During the three and nine months ended September 30, 2024 and 2023, the Company made cash payments for operating leases of $5,364, $14,321, $4,399, and $11,687, respectively. The lease cost and lease payment amounts above include amounts related to discontinued operations.

As of September 30, 2024, future payments of operating lease liabilities are as follows (in thousands):


	As of September 30, 2024
2024 (remaining 3 months)	$	4,808
2025		19,442
2026		19,983
2027		20,582
2028		20,863
2029 and thereafter		56,994
Total future minimum lease payments	$	142,672
Less: interest		(49,060	)
Present value of operating lease liabilities	$	93,612

As of September 30, 2024, the weighted average remaining lease term was 7.21 years and the weighted average incremental borrowing rate used to determine the operating lease liability was 13%. As of September 30, 2023, the weighted average remaining lease term was 8.19 years and the weighted average incremental borrowing rate used to determine the operating lease liability was 13%.

Discontinued Operations - Gain on the Sale of the VOWST Business (Parenthetical) (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2024 USD ($)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Upfront Payment	$ 15,000
SPN [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Upfront Payment	17,857
Upfront Payment	15,000
Upfront Payment Satisfaction Fees	2,355
VOWST Business [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Upfront Payment	$ 100,000

Common Stock and Stock-Based Awards - Summary of Stock Based Compensation Expense (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Total stock-based compensation expense	$ 5,183	$ 8,673	$ 17,206	$ 29,015
Research and Development Expenses [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Total stock-based compensation expense	2,955	4,744	9,400	16,326
General and Administrative Expenses [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Total stock-based compensation expense	$ 2,228	$ 3,929	$ 7,806	$ 12,689

Fair Value Measurements

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurements

4. Fair Value Measurements

The following tables present the Company’s fair value hierarchy for its assets and liabilities that are measured at fair value on a recurring basis (in thousands):


	Fair Value Measurements as of December 31, 2023 Using:
	Level 1		Level 2		Level 3		Total
Cash equivalents:
Money market funds	$	81	$	—	$	—	$	81
Total assets	$	81	$	—	$	—	$	81

Warrant liabilities	$	—	$	—	$	546	$	546
Total liabilities	$	—	$	—	$	546	$	546

Money market funds are valued by the Company based on quoted market prices, which represent a Level 1 measurement within the fair value hierarchy.

As of September 30, 2024 and December 31, 2023, the Company held a restricted investment of $0 and $1,401, respectively, which represents a certificate of deposit that is classified as Level 2 in the fair value hierarchy.

Level 3 financial liabilities as of December 31, 2023 consisted of the warrant liabilities for which there is no current market such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy were analyzed each period based on changes in estimates or assumptions and recorded through other income (expense). The Company used a Monte-Carlo simulation model which includes the Black-Scholes option pricing model to value the Level 3 warrant liabilities at inception and on each subsequent reporting date. This model incorporates transaction details such as the Company’s stock price, contractual terms of the underlying warrants, maturity, risk free rates, volatility, as well as the term to achievement of estimated sales targets. The unobservable inputs for all of the Level 3 warrant liabilities are volatility and the term to achievement of estimated sales targets. The Company utilizes its historical and implied volatility, using its closing common stock prices and market data, to reflect future volatility over the expected term of the warrants. The Company estimated the time to achievement of sales targets of VOWST using information and forecasts generated by the Company in consideration of the terms of the 2021 License Agreement. As of September 30, 2024, given the repayment of the Oaktree Term Loan, the fair value of the warrant liabilities was deemed to be $0.

As of December 31, 2023, the Level 3 inputs to the warrant liabilities are as follows:



	December 31, 2023
Volatility		101.0	%
Term (in years)		1.3

A reconciliation of the beginning and ending balances for the nine months ended September 30, 2024 for liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) is as follows (in thousands):


	Warrant Liabilities

Balance as of December 31, 2023	$	546
Issuance of warrants		—
Adjustment to fair value		(546	)
Balance as of September 30, 2024	$	—

There were no assets or liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the nine months ended September 30, 2023. There were no transfers between Level 1, Level 2, or Level 3 during the three and nine months ended September 30, 2024 and 2023.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
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-Section 55
-Paragraph 107
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+ Details

Accrued Expenses and Other Current Liabilities - Summary of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Clinical and development costs	$ 889	$ 1,404
Manufacturing and quality costs	1,863	1,868
Payroll and payroll-related costs	8,276	16,465
Facility and other	6,688	2,772
Total accrued expenses and other current liabilities	$ 17,716	$ 22,509

Property and Equipment, Net (Tables)

9 Months Ended

Sep. 30, 2024

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment, Net

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


	September 30, 2024			December 31, 2023
Laboratory equipment	$	24,553		$	24,665
Computer equipment		3,672			3,672
Furniture and office equipment		4,509			4,752
Leasehold improvements		30,954			32,489
Construction in progress		1,050			1,114
		64,738			66,692
Less: Accumulated depreciation and amortization		(52,172	)		(49,078	)
	$	12,566		$	17,614

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Cash, Cash Equivalents and Restricted Cash

Cash, cash equivalents and restricted cash were comprised of the following (in thousands):


	September 30,		December 31,
	2024		2023
Cash and cash equivalents	$	66,824	$	127,965
Restricted cash, non-current		9,873		8,185
Total cash, cash equivalents and restricted cash	$	76,697	$	136,150

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ 88,776	$ (32,870)	$ (40,133)	$ (47,854)	$ 46,552	$ (71,174)	$ 15,773	$ (72,476)

- Definition

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

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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1

+ Details

Discontinued Operations - Summary of Accrued Liabilities from Continuing Operations (Details)
$ in Thousands

Sep. 30, 2024

USD ($)

Discontinued Operations and Disposal Groups [Abstract]

Profit Sharing Payments

$ 16,930

Royalties associated with the MSK Agreement

2,602

VOWST post-marketing safety surveillance study

982

80.1% of lease cost of Waltham facility

1,874

1,462

Settlement of collaboration payable

9,608

^[1]

Total accrued liabilities due to SPN

$ 33,458

[1]	Includes $6,594 and $3,014 related to the settlement of the collaboration payable to SPN for the quarters ended June 30, 2024 and September 30, 2024, respectively.

Common Stock and Stock-Based Awards - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Equity [Abstract]
Number of Shares, Beginning Balance	14,844,112
Number of Shares, Granted	7,817,641
Number of Shares, Exercised	0
Number of Shares, Forfeited	(3,537,588)
Number of Shares, Ending Balance	19,124,165	14,844,112
Number of Shares, Vested or expected to vest	19,124,165
Number of Shares, Options exercisable	10,066,354
Weighted Average Exercise Price, Beginning Balance	$ 9.64
Weighted Average Exercise Price, Granted	1.05
Weighted Average Exercise Price, Exercised	0
Weighted Average Exercise Price, Forfeited	7.55
Weighted Average Exercise Price, Ending Balance	6.52	$ 9.64
Weighted Average Exercise Price, Vested or expected to vest	6.52
Weighted Average Exercise Price, Options exercisable	$ 10.1
Weighted Average Remaining Contractual Term, Outstanding	6 years 7 months 13 days	5 years 8 months 15 days
Weighted Average Remaining Contractual Term, Vested or expected to vest	6 years 7 months 13 days
Weighted Average Remaining Contractual Term, Options exercisable	4 years 10 months 24 days
Aggregate Intrinsic Value, Outstanding	$ 245	$ 0
Aggregate Intrinsic Value, Vested or expected to vest	245
Aggregate Intrinsic Value, Options exercisable	$ 0

Restructuring (Tables)

9 Months Ended

Sep. 30, 2024

Restructuring and Related Activities [Abstract]

Schedule of Changes in Restructuring Liability

The following table presents changes in the restructuring liability for the nine months ended September 30, 2024 (in thousands):


	As of September 30, 2024
Restructuring expenses	$	5,606
Less: stock-based compensation		(261	)
Cash payments made through September 30, 2024		(5,191	)
Remaining liability included in accrued expenses and other current liabilities	$	154

Discontinued Operations (Additional Information) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain on sale, pre-tax	$ 146,707		$ 146,707	$ 0
Share based compensation expenses			17,206	29,015
VOWST Business [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain on sale, pre-tax	$ 146,707	$ 0	146,707	0
Capital expenditures			112	2,219
Depreciation			989	1,468
Non-cash operating lease costs			1,447	1,451
Collaboration loss sharing			0	5,158
Share based compensation expenses			$ 1,884	$ 1,947

Discontinued Operations (Tables)

9 Months Ended

Sep. 30, 2024

Discontinued Operations and Disposal Groups [Abstract]

Summary of Assets and Liabilities of the Discontinued Operations

The following table presents the assets and liabilities of the discontinued operations as of December 31, 2023:


	December 31,
	2023
Assets
Current assets:
Collaboration receivable - related party	$	8,674
Inventories		29,647
Prepaid expenses and other current assets		1,075
Total current assets of discontinued operations		39,396
Property and equipment, net		4,843
Operating lease assets		19,376
Other non-current assets		39,167
Total non-current assets of discontinued operations		63,386
Total assets of discontinued operations	$	102,782
Liabilities
Current liabilities:
Accrued expenses and other current liabilities	$	58,102
Operating lease liabilities		1,090
Deferred income - related party		7,730
Total current liabilities of discontinued operations		66,922
Operating lease liabilities, net of current portion		14,063
Deferred revenue, net of current portion - related party		95,364
Total non-current liabilities of discontinued operations		109,427
Total liabilities of discontinued operations	$	176,349

The following table presents the gain on the sale of the VOWST Business as of September 30, 2024, pursuant to the Purchase Agreement:


	September 30,
	2024
Consideration received
Upfront payment (1)	$	79,788
Prepaid milestone		60,000
Deferred revenue from termination of 2016 License Agreement		95,364
Settlement of net collaboration payable at close		27,465
Premium on equity financing		1,484
Deferred income from termination of 2021 License Agreement		3,606
Accrued liabilities due to SPN - related party		(33,458	)
Total fair value transferred for business	$	234,249

Net assets transferred
Inventory	$	63,442
Prepaid expenses and other current assets		2,219
Property and equipment, net		3,966
Operating lease assets		17,929
Other non-current assets		39,328
Accrued expenses and other current liabilities		(31,547	)
Operating lease liabilities		(14,413	)
Net assets transferred	$	80,924

Transaction costs	$	6,618

Gain on sale, pre-tax	$	146,707
Income tax		—
Gain on sale, net of tax	$	146,707

[1] The upfront payment consists of $100,000, less $17,857 owed by the Company to an affiliate of SPN under the prior license agreement between the Company and the SPN affiliate, less approximately $2,355 in satisfaction of fees due under the Bacthera Manufacturing Agreement.

The following table presents the financial results of the discontinued operations:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Revenue:
Collaboration revenue - related party	$	—		$	310		$	—		$	126,261
Total revenue		—			310			—			126,261
Operating expenses:
Research and development expenses		1,532			3,099			5,809			24,460
General and administrative expenses		550			557			4,066			6,991
Collaboration (profit) loss sharing - related party		(1,325	)		(519	)		(1,496	)		5,194
Total operating expenses		757			3,137			8,379			36,645
(Loss) income from discontinued operations		(757	)		(2,827	)		(8,379	)		89,616
Other income (expense):
Gain on sale of the VOWST business		146,707			—			146,707			—
Interest expense		(4,083	)		(4,012	)		(12,192	)		(6,679	)
Other expense		(2,056	)		—			(229	)		—
Income (loss) from discontinued operations, pre-tax	$	139,811		$	(6,839	)	$	125,907		$	82,937
Income tax		—			—			—			—
Net income (loss) from discontinued operations, net of tax	$	139,811		$	(6,839	)	$	125,907		$	82,937

Summary of Accrued Liabilities of Continuing Operations

These contingent liabilities are presented as Accrued Liabilities due to SPN from continuing operations on the condensed consolidated balance sheet as of September 30, 2024 and consist of the following:


	September 30,
	2024
Profit Sharing Payments	$	16,930
Royalties associated with the MSK Agreement		2,602
VOWST post-marketing safety surveillance study		982
80.1% of lease cost of Waltham facility		1,874
Employment-related costs for conveying employees		1,462
Settlement of collaboration payable (1)		9,608
Total accrued liabilities due to SPN		33,458

[1] Includes $6,594 and $3,014 related to the settlement of the collaboration payable to SPN for the quarters ended June 30, 2024 and September 30, 2024, respectively.

- Definition

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

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-SubTopic 10
-Topic 360
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482099/360-10-50-3

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 45
-Paragraph 11
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483475/205-20-45-11

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 3A
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483499/205-20-50-3A

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
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-Section 50
-Paragraph 4A
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-URI https://asc.fasb.org/1943274/2147483499/205-20-50-4A

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
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-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 4B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483499/205-20-50-4B

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5A
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483499/205-20-50-5A

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483499/205-20-50-5B

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483499/205-20-50-5C

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5D
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483499/205-20-50-5D

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483499/205-20-50-7

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 360
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-Name Accounting Standards Codification
-Section 50
-Paragraph 3A
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-URI https://asc.fasb.org/1943274/2147482099/360-10-50-3A

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 50
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-URI https://asc.fasb.org/1943274/2147483499/205-20-50-1

Reference 13: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483499/205-20-50-3

+ Details

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

The significant accounting policies and estimates used in preparation of the unaudited condensed consolidated financial statements are described in the Company’s audited financial statements as of and for the year ended December 31, 2023, and the notes thereto, which are included in the Annual Report. There have been no material changes to the Company’s significant accounting policies during the nine months ended September 30, 2024, with the exception of those detailed below.

Discontinued Operations

The Company accounted for the sale of its VOWST Business in accordance with ASC 205 Discontinued Operations and ASU No. 2014-08, Reporting of Discontinued Operations and Disclosures of Disposals of Components of an Entity. The Company followed the held-for-sale criteria as defined in ASC 205. ASC 205 requires that a component of an entity that has been disposed of or is classified as held for sale and has operations and cash flows that can be clearly distinguished from the rest of the entity be reported as assets held for sale and discontinued operations. In the period a component of an entity has been disposed of, the results of operations for the periods presented are reclassified into separate line items in the unaudited condensed consolidated statements of operations. In the period a discontinued operation is classified for sale, the assets and liabilities of the discontinued operation are also reclassified into separate line items on the related condensed consolidated balance sheets for the periods presented.

Due to the sale of the VOWST Business during the third quarter of 2024 (see Note 3, Discontinued Operations), in accordance with ASC 205, Discontinued Operations, the Company has classified the results of the VOWST Business as discontinued operations in its unaudited condensed consolidated statements of operations and cash flows for all periods presented. All assets and liabilities associated with the Company's VOWST Business were therefore classified as assets and liabilities of discontinued operations in its condensed consolidated balance sheets for the periods presented. All amounts included in the notes to the unaudited condensed consolidated financial statements relate to continuing operations unless otherwise noted.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amount of expenses during the reporting periods. In the unaudited condensed consolidated financial statements, the Company uses estimates and assumptions related to the accrual of research and development expenses. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Actual results could differ from those estimates.

Restricted Cash

The Company held restricted cash of $9,873 as of September 30, 2024 and $8,185 as of December 31, 2023, which represents cash held for the benefit of the landlords for certain of the Company’s leases. The Company has classified the restricted cash as long-term on its condensed consolidated balance sheets as the terms of the underlying leases are greater than one year.

Cash, cash equivalents and restricted cash were comprised of the following (in thousands):


	September 30,		December 31,
	2024		2023
Cash and cash equivalents	$	66,824	$	127,965
Restricted cash, non-current		9,873		8,185
Total cash, cash equivalents and restricted cash	$	76,697	$	136,150

Recently Issued Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose significant segment expenses and other segment items on an interim and annual basis, and provide in interim periods all disclosures about a reportable segment's profit or loss and assets that are currently required annually. The ASU does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative threshold to determine its reportable segments. The new disclosure requirements are also applicable to entities that account and report as a single operating segment entity. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact related to the adoption of ASU 2023-07 on its financial statement disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures which requires public entities to disclose specific categories in the effective tax rate reconciliation as well as expanded disclosures on income taxes paid by jurisdictions. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact related to the adoption of ASU 2023-09 on its financial statement disclosures.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (Topic 220), which requires disclosure in the notes to financial statements about specific types of expenses included in the expense captions presented on the face of the statement of operations. The requirements of the ASU are effective for annual periods beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The requirements will be applied prospectively with the option for retrospective application. The Company is currently evaluating the impact related to the adoption of ASU 2024-03 on its financial statement disclosures.

Accrued Expenses and Other Current Liabilities (Tables)

9 Months Ended

Sep. 30, 2024

Payables and Accruals [Abstract]

Summary of Accrued Expenses and Other Current Liabilities

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


	September 30, 2024		December 31, 2023
Clinical and development costs	$	889	$	1,404
Manufacturing and quality costs		1,863		1,868
Payroll and payroll-related costs		8,276		16,465
Facility and other		6,688		2,772
	$	17,716	$	22,509

Fair Value Measurements - Schedule of Level 3 Inputs to Warrant Liabilities (Detail)	12 Months Ended
	Dec. 31, 2023
Fair Value, Option, Quantitative Disclosures [Line Items]
Volatility	101.00%
Warrant [Member]
Fair Value, Option, Quantitative Disclosures [Line Items]
Term (in years)	1 year 3 months 18 days

Notes Payable - Additional Information (Detail) $ / shares in Units, $ in Thousands		3 Months Ended			9 Months Ended
	Apr. 27, 2023 USD ($) TradingDays $ / shares shares	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Jun. 30, 2023 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)
Debt Instrument [Line Items]
Net proceeds received from credit facility	$ 50,446
Loss on extinguishment		$ (23,351)			$ (23,351)	$ (1,625)
Trading days prior to the funding date \| TradingDays	30
Adjustments To Additional Paid In Capital, Warrant Issued				$ 2,785
Fair value of warrant liabilities deemed		0			0
Repayments of Notes Payable					127,905	52,860
Interest expense		0	$ 0		0	2,468
Term Loan Facility [Member]
Debt Instrument [Line Items]
Credit facility, interest rate	7.875%
Line of credit facility exit fee percentage	1.50%
Percentage of prepayment amount after the first year	4.00%
Loan and Security Agreement [Member] \| Hercules Credit Facility [Member]
Debt Instrument [Line Items]
Interest expense			$ 0
Oaktree Credit Agreement [Member] \| Term Loan Facility [Member]
Debt Instrument [Line Items]
Interest expense						$ 2,468
Oaktree Credit Agreement [Member] \| Loan and Security Agreement [Member] \| Term Loan Facility [Member]
Debt Instrument [Line Items]
Carrying value of debt							$ 101,544
Oaktree Fund Administration, LLC [Member] \| Term Loan Facility [Member]
Debt Instrument [Line Items]
Credit facility, aggregate principal amount	$ 250,000
Tranche A Loan [Member] \| Term Loan Facility [Member]
Debt Instrument [Line Items]
Loss on extinguishment	1,625
Tranche A Loan [Member] \| Oaktree Fund Administration, LLC [Member] \| Term Loan Facility [Member]
Debt Instrument [Line Items]
Credit facility, aggregate principal amount	110,000
Tranche A Loan [Member] \| Hercules Capital, Inc. [Member] \| Term Loan Facility [Member]
Debt Instrument [Line Items]
Repayments of existing credit facility	53,380
Tranche B Loan [Member] \| Oaktree Fund Administration, LLC [Member] \| Term Loan Facility [Member]
Debt Instrument [Line Items]
Credit facility, aggregate principal amount	45,000
Tranche C Loan [Member] \| Oaktree Fund Administration, LLC [Member] \| Term Loan Facility [Member]
Debt Instrument [Line Items]
Credit facility, aggregate principal amount	45,000
Tranche D Loan [Member] \| Oaktree Fund Administration, LLC [Member] \| Term Loan Facility [Member]
Debt Instrument [Line Items]
Credit facility, aggregate principal amount	50,000
First Tranche [Member] \| Oaktree Fund Administration, LLC [Member] \| Term Loan Facility [Member]
Debt Instrument [Line Items]
Credit facility, aggregate principal amount	80,000
Second Tranche [Member] \| Oaktree Fund Administration, LLC [Member] \| Term Loan Facility [Member]
Debt Instrument [Line Items]
Credit facility, aggregate principal amount	$ 30,000
Interest Rate Floor [Member] \| Term Loan Facility [Member] \| Secured Overnight Financing Rate (SOFR) [Member]
Debt Instrument [Line Items]
Debt instrument, variable rate	2.50%
Interest rate cap [Member] \| Term Loan Facility [Member] \| Secured Overnight Financing Rate (SOFR) [Member]
Debt Instrument [Line Items]
Debt instrument, variable rate	5.00%
Principal [Member]
Debt Instrument [Line Items]
Repayments of Notes Payable					110,000
Accrued Interest [Member]
Debt Instrument [Line Items]
Repayments of Notes Payable					3,698
Yield Protection Premium [Member]
Debt Instrument [Line Items]
Repayments of Notes Payable					12,457
Exit Fee [Member]
Debt Instrument [Line Items]
Repayments of Notes Payable					1,650
Third-party Fees and Expenses [Member]
Debt Instrument [Line Items]
Repayments of Notes Payable					100
Tranche A Warrant [Member]
Debt Instrument [Line Items]
Adjustments To Additional Paid In Capital, Warrant Issued	$ 2,785
Volatility	111.60%
Term (in years)	7 years
Risk free interest rate	3.57%
Fair value of common stock price per share on the valuation date \| $ / shares	$ 5.32
Warrants exercise price \| $ / shares	$ 6.69
Tranche A Warrant [Member] \| Term Loan Facility [Member]
Debt Instrument [Line Items]
Debt instrument conversion warrants or options issued \| shares	647,589
Warrants exercise price \| $ / shares	$ 6.69
Tranche B Warrant [Member]
Debt Instrument [Line Items]
Debt instrument conversion warrants or options issued \| shares	264,922
Fair value of warrant liabilities deemed		0			0		276
Tranche C Warrant [Member]
Debt Instrument [Line Items]
Fair value of warrant liabilities deemed		$ 0			$ 0		$ 270

Restructuring

9 Months Ended

Sep. 30, 2024

Restructuring and Related Activities [Abstract]

Restructuring

12. Restructuring

On November 2, 2023, the Company announced a restructuring plan to prioritize the commercialization of VOWST and the completion of the SER-155 Phase 1b study, while significantly reducing costs and supporting longer-term business sustainability. The restructuring plan included (i) a reduction of the Company’s workforce by approximately 41% across the organization, resulting in the elimination of approximately 160 positions; (ii) significantly scaling back all non-partnered research and development activities other than the completion of the SER-155 Phase 1b study; and (iii) reducing general and administrative expenses, including consolidating office space.

During the year ended December 31, 2023, the Company recognized a restructuring charge of $5,606, which was incurred entirely in the fourth quarter of 2023, and which represents all restructuring charges expected to be incurred. Restructuring charges included approximately $5,345 of employee related termination costs in the form of salary continuation and cash severance payments, and $261 related to the acceleration of vesting of certain previously granted RSUs and PSUs.

The unpaid restructuring charges are included in accrued expenses and other current liabilities in the Company’s consolidated balance sheets. The following table presents changes in the restructuring liability for the nine months ended September 30, 2024 (in thousands):


	As of September 30, 2024
Restructuring expenses	$	5,606
Less: stock-based compensation		(261	)
Cash payments made through September 30, 2024		(5,191	)
Remaining liability included in accrued expenses and other current liabilities	$	154

The Company expects the remaining accrued restructuring charges to be paid in cash by March 31, 2025.

Retention Awards

In November 2023, upon recommendation of the Company's Compensation Committee, the board of directors approved retention awards for employees of the Company in the form of RSUs, which vested as to the first tranche on August 15, 2024, and which will vest as to the second tranche on May 15, 2025, subject to remaining actively employed with the Company through such date. The $1,255 in compensation expense associated with these awards will be recognized ratably over the vesting period.

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	360,000,000	240,000,000
Common stock, shares issued	170,200,253	135,041,467
Common stock, shares outstanding	170,200,253	135,041,467
Bacthera Agreement [Member]
Prepayments on long term contract		$ 38,877
Related Party [Member]
Related parties, current		$ 35,783

Property and Equipment, Net - Schedule of Property and Equipment, Net (Detail) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 64,738	$ 66,692
Less: Accumulated depreciation and amortization	(52,172)	(49,078)
Property and equipment, net	12,566	17,614
Laboratory Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	24,553	24,665
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	3,672	3,672
Furniture and Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	4,509	4,752
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	30,954	32,489
Construction in Progress [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 1,050	$ 1,114

Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Operating expenses:
Research and development expenses	$ 16,460	$ 25,154	$ 51,759	$ 94,554
General and administrative expenses	12,710	19,432	40,721	63,519
Total operating expenses	29,170	44,586	92,480	158,073
Loss from operations	(29,170)	(44,586)	(92,480)	(158,073)
Other income (expense):
Interest income	652	2,572	3,530	5,330
Interest expense	0	0	0	(2,468)
Other (expense) income	(22,517)	999	(21,184)	(202)
Total other (expense) income, net	(21,865)	3,571	(17,654)	2,660
Net loss from continuing operations	(51,035)	(41,015)	(110,134)	(155,413)
Net income (loss) from discontinued operations, net of tax	139,811	(6,839)	125,907	82,937
Net income (loss)	$ 88,776	$ (47,854)	$ 15,773	$ (72,476)
Net loss from continuing operations per share attributable to common stockholders, basic	$ (0.33)	$ (0.32)	$ (0.73)	$ (1.22)
Net loss from continuing operations per share attributable to common stockholders, diluted	(0.33)	(0.32)	(0.73)	(1.22)
Net income (loss) from discontinued operations per share attributable to common stockholders, basic	0.92	(0.05)	0.84	0.65
Net income (loss) from discontinued operations per share attributable to common stockholders, diluted	0.92	(0.05)	0.84	0.65
Net (loss) income per share attributable to common stockholders, basic	0.58	(0.37)	0.11	(0.57)
Net (loss) income per share attributable to common stockholders, diluted	$ 0.58	$ (0.37)	$ 0.11	$ (0.57)
Weighted-average common shares outstanding, basic	152,648,238	128,289,871	150,097,482	127,297,667
Weighted average common shares outstanding, diluted	152,648,238	128,289,871	150,097,482	127,297,667
Other comprehensive income :
Unrealized income on investments, net of tax of $0	$ 0	$ 0	$ 0	$ 10
Currency translation adjustment	0	1	0	2
Total other comprehensive income	0	1	0	12
Comprehensive income (loss)	$ 88,776	$ (47,853)	$ 15,773	$ (72,464)

Fair Value Measurements - Additional Information (Detail) - USD ($)	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023
Fair Value Disclosures [Abstract]
Assets measured at fair value	$ 0
Liabilities measured at fair value	0
Fair value, assets transfers from Level 1 to Level 2 measurement	0		$ 0
Fair value, assets transfers from Level 2 to Level 1 measurement	0		0
Fair value, assets transfers from Level 1 to Level 3 measurement	0		0
Fair value, assets transfers from Level 3 to Level 1 measurement	0		$ 0
Fair value of warrant liabilities deemed	0
Restricted investments	$ 0	$ 1,401,000

Leases (Tables)

9 Months Ended

Sep. 30, 2024

Leases [Abstract]

Summary of Operating Lease Assets and Liabilities

The following table summarizes the presentation in the Company’s condensed consolidated balance sheets of its operating leases (in thousands):


	September 30, 2024		December 31, 2023
Assets:
Operating lease assets	$	82,910	$	90,417

Liabilities:
Operating lease liabilities	$	8,346	$	5,587
Operating lease liabilities, net of current portion		85,266		91,652
Total operating lease liabilities	$	93,612	$	97,239

Summary of Lease Costs

The following table summarizes the effect of lease costs in the Company’s condensed consolidated statements of operations and comprehensive loss (in thousands):


	Three Months Ended September 30,					Nine Months Ended September 30,
	2024			2023		2024			2023
Operating lease costs	$	5,701		$	5,544	$	17,177		$	16,496
Short-term lease costs		381			362		1,127			1,102
Variable lease costs		1,801			1,699		5,729			5,643
Sublease income		(814	)		—		(1,884	)		—
Total lease costs	$	7,069		$	7,605	$	22,149		$	23,241

Schedule of Future Payments of Operating Lease Liabilities

As of September 30, 2024, future payments of operating lease liabilities are as follows (in thousands):


	As of September 30, 2024
2024 (remaining 3 months)	$	4,808
2025		19,442
2026		19,983
2027		20,582
2028		20,863
2029 and thereafter		56,994
Total future minimum lease payments	$	142,672
Less: interest		(49,060	)
Present value of operating lease liabilities	$	93,612

Common Stock and Stock-Based Awards - Summary of Restricted Stock Unit Activity (Detail) - RSU and PSU [Member]	9 Months Ended
	Sep. 30, 2024 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Shares, Unvested restricted stock units, Beginning balance \| shares	3,377,804
Number of Shares, Granted \| shares	1,288,127
Number of Shares, Vested \| shares	(1,407,615)
Number of Shares, Forfeited \| shares	(503,327)
Number of Shares, Unvested restricted stock units, Ending balance \| shares	2,754,989
Weighted Average Grant Date Fair Value, Unvested restricted stock units, Beginning balance \| $ / shares	$ 4.26
Weighted Average Grant Date Fair Value, Granted \| $ / shares	1.09
Weighted Average Grant Date Fair Value, Vested \| $ / shares	3.64
Weighted Average Grant Date Fair Value, Forfeited \| $ / shares	3.16
Weighted Average Grant Date Fair Value, Unvested restricted stock units, Ending balance \| $ / shares	$ 3.29

Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Accounting Policies [Abstract]
Restricted cash	$ 9,873	$ 8,185

Income Taxes - Additional Information (Detail) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Income tax expense (benefit)	$ 0	$ 0	$ 0	$ 0

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (ee)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 4: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-9

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 6.I.7)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-8

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-10

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(9))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477250/944-220-S99-1

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Subparagraph (a)
-SubTopic 20
-Topic 740
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482659/740-20-45-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h))
-SubTopic 10
-Topic 235
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

+ Details

Investments - Additional Information (Detail) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Investments [Abstract]
Maximum maturity days for cash equivalents	90 days	90 days
Restricted investments	$ 0	$ 1,401

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2024	Nov. 08, 2024
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Trading Symbol	MCRB
Entity Registrant Name	Seres Therapeutics, Inc.
Entity Central Index Key	0001609809
Entity Current Reporting Status	Yes
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity File Number	001-37465
Entity Tax Identification Number	27-4326290
Entity Address, Address Line One	101 Cambridgepark Drive
Entity Address, City or Town	Cambridge
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02140
City Area Code	617
Local Phone Number	945-9626
Entity Common Stock Shares Outstanding		170,738,069
Entity Incorporation, State or Country Code	DE
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Title of 12(b) Security	Common Stock, par value $0.001
Security Exchange Name	NASDAQ

Common Stock and Stock-Based Awards

9 Months Ended

Sep. 30, 2024

Equity [Abstract]

Common Stock and Stock-Based Awards

10. Common Stock and Stock-Based Awards

On September 30, 2024, the Company entered into the Securities Purchase Agreement with SPN, pursuant to which SPN purchased 14,285,715 Shares at the Closing at a purchase price per share of $1.05, for an aggregate purchase price of $15,000. Under the terms of the Securities Purchase Agreement, SPN has agreed not to sell or transfer the shares for a period of six months after Closing, subject to certain customary exceptions. The Company agreed to register the resale of the Shares by SPN within 90 days of Closing. On October 1, 2024, the Company filed a registration statement to register the Shares, which became effective on October 11, 2024. In addition, under the terms of the Securities Purchase Agreement, for as long as SPN, together with its affiliates, beneficially owns at least 10% of the Company's outstanding shares of common stock, the Company has agreed to take such action within its control to include one individual designated by SPN in the slate of nominees recommended by the Company's board of directors (or the applicable committee of the board) to the Company's stockholders for election to the board at the applicable stockholder meeting. The Securities Purchase Agreement contains customary representations and warranties and closing conditions. The aggregate fair value of $13,516 for the common stock issued to SPN was recorded in equity, with the remaining $1,484 cash received from SPN under the Securities Purchase Agreement allocated to the consideration transferred for the VOWST Business.

On February 22, 2024, the Company's board of directors adopted a resolution to amend the Restated Certificate of Incorporation, subject to stockholder approval, by increasing the number of authorized shares of the Company's Common Stock from 240,000,000 shares to 360,000,000 shares, (the “Share Increase Amendment”). At the Company’s annual meeting of stockholders held on April 4, 2024, the Company’s stockholders approved the Share Increase Amendment. On April 5, 2024, the Company amended its Restated Certificate of Incorporation to reflect the Share Increase Amendment.

On May 21, 2021, the Company entered into a Sales Agreement (the “Sales Agreement”) with Cowen and Company, LLC (“Cowen”) to sell shares of the Company’s common stock, with aggregate gross sales proceeds of up to $150,000, from time to time, through an “at the market” equity offering program under which Cowen acts as sales agent. During the three and nine months ended September 30, 2024, the Company sold 3,285,203 and 18,651,833 shares, respectively, of common stock under the Sales Agreement, at an average price of $1.09 and approximately $1.21 per share, respectively, raising aggregate net proceeds of approximately $3,384 and $21,793, after deducting an aggregate commission of approximately 3% and other issuance costs. During the three and nine months ended September 30, 2023, the Company sold 0 and 2,005,547 shares, respectively, of common stock under the Sales Agreement, at an average price of approximately $0 and $6.11 per share, respectively, raising aggregate net proceeds of approximately $0 and $11,730, respectively, after deducting an aggregate commission of approximately 3% and other issuance costs.

Stock Options

The following table summarizes the Company’s stock option activity since December 31, 2023:


	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
						(in years)
Outstanding as of December 31, 2023		14,844,112		$	9.64		5.71	$	—
Granted		7,817,641		$	1.05
Exercised		—		$	—
Forfeited		(3,537,588	)	$	7.55
Outstanding as of September 30, 2024		19,124,165		$	6.52		6.62	$	245
Vested or expected to vest as of September 30, 2024		19,124,165		$	6.52		6.62	$	245
Options exercisable as of September 30, 2024		10,066,354		$	10.10		4.90	$	—

The weighted average grant date fair value of stock options granted during the three and nine months ended September 30, 2024 and 2023 was $0.88, $0.93, $3.14 and $4.52 per share, respectively.

During the year ended December 31, 2021, the Company granted performance-based stock options to employees for the purchase of an aggregate of approximately 562,000 shares of common stock with a grant date fair value of $5.53 per share. These stock options are exercisable only upon achievement of specified performance targets. In April 2023, the performance target associated with 50% of the performance-based stock options was achieved. Accordingly, the Company recorded $0, $8, $109 and $2,481 of compensation expense during the three and nine months ended September 30, 2024 and 2023, respectively, with respect to these performance-based stock options, which represents a cumulative catch-up from the grant date through the achievement of the performance targets, and vesting of the remaining 50% of the options beginning in April 2023. The remaining compensation expense associated with these performance-based stock options was recognized as of April 2024, for all such options for which ongoing performance targets were achieved and service requirements were met.

During the three months ended March 31, 2024, the Company granted stock options to certain executives for the purchase of an aggregate of 2,550,010 shares of common stock. These awards will vest only to the extent that the 30-day trailing simple average public market closing price of the Company's common stock reaches certain price thresholds. These awards have an exercise price of $1.10 and vest and become exercisable when the market conditions are satisfied or, if later, on the first anniversary of the grant date. These awards expire 10 years from the date of grant. The fair value of these market-based stock options was estimated using a Monte Carlo valuation method. During the three and nine months ended September 30, 2024, the Company recognized $207 and $633 of compensation expense related to these awards, respectively.

Restricted Stock Units

The Company has granted restricted stock units with service-based vesting conditions (“RSUs”) and restricted stock units with performance-based vesting conditions (“PSUs”). RSUs and PSUs represent the right to receive shares of common stock upon meeting specified vesting requirements. Restricted stock units may not be sold or transferred by the holder and vest according to the vesting conditions of each award. The following table summarizes the Company’s RSU and PSU activity since December 31, 2023:


	Number of Shares			Weighted Average Grant Date Fair Value
Unvested restricted stock units as of December 31, 2023		3,377,804		$	4.26
Granted		1,288,127		$	1.09
Vested		(1,407,615	)	$	3.64
Forfeited		(503,327	)	$	3.16
Unvested restricted stock units as of September 30, 2024		2,754,989		$	3.29

During the three and nine months ended September 30, 2024 and 2023, the Company granted 0, 1,288,127, 85,308 and 1,806,103 RSUs, respectively. During the three and nine months ended September 30, 2024 and 2023, the Company granted 0, 0, 0 and 1,322,715 PSUs, respectively. RSUs generally vest over four years, with 25% vesting after one year, and the remaining 75% vesting quarterly over the next 3 years, subject to continued service to the Company through the applicable vesting date. PSUs vest

according to the performance requirements of the awards, generally when the Company has determined that the specified performance targets have been achieved.

In November 2023, as part of the corporate restructuring described in Note 12, Restructuring, the Company issued retention awards to employees of the Company in the form of RSUs which vested as to the first tranche on August 15, 2024, and which will vest as to the second tranche on May 15, 2025, subject to remaining actively employed with the Company through such date. The compensation expense associated with these awards will be recognized ratably over the vesting period. For the three and nine months ended September 30, 2024, the Company recognized $178 and $536, respectively, in compensation expense with respect to the retention awards.

During the three months ended March 31, 2023, the Company granted PSUs to employees for the purchase of an aggregate of 1,322,715 shares of common stock with a grant date fair value of $5.50. These PSUs begin to vest ratably only upon achievement of specified performance targets, which were achieved in April 2023. Accordingly, the Company recorded $194, $721, $1,610 and $4,378 in compensation expense during the three and nine months ended September 30, 2024 and 2023, respectively, with respect to these PSUs. The remaining $71 in compensation expense associated with these PSUs will be recognized ratably through October 2024.

Stock-based Compensation Expense

The Company recorded stock-based compensation expense in the following expense categories of its condensed consolidated statements of operations and comprehensive loss (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Research and development expenses	$	2,955	$	4,744	$	9,400	$	16,326
General and administrative expenses		2,228		3,929		7,806		12,689
	$	5,183	$	8,673	$	17,206	$	29,015

Stock-based compensation expense related to discontinued operations is included in the table above and is disclosed within the financial results of discontinued operations in Note 3.

Related Party Transactions - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands		9 Months Ended
	Aug. 05, 2024	Sep. 30, 2024
Related Party Transaction [Line Items]
Upfront Payment		$ 139,788
Milestone prepayment	$ 60,000	60,000
Payment in cash for first sales milestone	150,000
Payments to acquire business		$ 15,000
Share Price		$ 1.05
Common stock, shares issued		14,285,715
Nestle Health Science [Member]
Related Party Transaction [Line Items]
Payments to acquire business	100,000
Adjusted account settlement amount	$ 17,900,000
SPN [Member]
Related Party Transaction [Line Items]
Upfront payment satisfaction fees		$ 2,355
Payments to acquire business		15,000
Adjusted account settlement amount		$ 17,857
Share Price		$ 1.05
Common stock, shares issued		14,285,715
VOWST Business [Member]
Related Party Transaction [Line Items]
Payment in cash for first sales milestone		$ 150,000
Payments to acquire business		100,000
Accrued Liabilities Due to SPN - Related Party		$ (33,458)

Property and Equipment, Net

9 Months Ended

Sep. 30, 2024

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

6. Property and Equipment, Net

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


	September 30, 2024			December 31, 2023
Laboratory equipment	$	24,553		$	24,665
Computer equipment		3,672			3,672
Furniture and office equipment		4,509			4,752
Leasehold improvements		30,954			32,489
Construction in progress		1,050			1,114
		64,738			66,692
Less: Accumulated depreciation and amortization		(52,172	)		(49,078	)
	$	12,566		$	17,614

Depreciation and amortization expense was $1,404, $4,383, $1,684 and $4,611 for the three and nine months ended September 30, 2024 and 2023, respectively, which includes amounts related to both continuing and discontinued operations. During the nine months ended September 30, 2024 and 2023, the Company disposed of certain assets with a cost basis of $594 and $9, respectively. In addition, during the nine months ended September 30, 2024, the Company recorded an impairment loss of $1,536 related to leasehold improvements at one of the Company’s locations for which impairment indicators were determined to exist as of September 30, 2024. See Note 8, Leases, for further details.

Commitments and Contingencies

9 Months Ended

Sep. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

13. Commitments and Contingencies

Leases

Refer to Note 8, Leases, for discussion of the commitments associated with the Company’s lease portfolio.

Indemnification Agreements

In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its board of directors and its officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date, the Company has not incurred any material costs as a result of such indemnifications. The Company does

not believe that the outcome of any claims under indemnification arrangements will have a material effect on its financial position, results of operations or cash flows, and it has not accrued any liabilities related to such obligations in its consolidated financial statements as of September 30, 2024 or December 31, 2023.

Legal Contingencies

The Company accrues a liability for legal contingencies when it believes that it is both probable that a liability has been incurred and that the Company can reasonably estimate the amount of the loss. The Company reviews these accruals and adjusts them to reflect ongoing negotiations, settlements, rulings, advice of legal counsel and other relevant information. To the extent new information is obtained and the views on the probable outcomes of claims, suits, assessments, investigations or legal proceedings change, changes in the Company’s accrued liabilities would be recorded in the period in which such determination is made.

In addition, in accordance with the relevant authoritative guidance, for any matters in which the likelihood of material loss is at least reasonably possible, the Company will provide disclosure of the possible loss or range of loss. If a reasonable estimate cannot be made, however, the Company will provide disclosure to that effect. The Company expenses legal costs as they are incurred.

The Company did not accrue any liabilities related to legal contingencies in its consolidated financial statements as of September 30, 2024 or December 31, 2023.

Leases - Summary of Operating Lease Assets and Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Assets:
Operating lease assets	$ 82,910	$ 90,417
Liabilities:
Operating lease liabilities	8,346	5,587
Operating lease liabilities, net of current portion	85,266	91,652
Total operating lease liabilities	$ 93,612	$ 97,239

Net Loss per Share - Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Numerator:
Net loss from continuing operations attributable to common stockholders	$ (51,035)			$ (41,015)			$ (110,134)	$ (155,413)
Net income (loss) from discontinuing operations attributable to common stockholders	139,811			(6,839)			125,907	82,937
Net income (loss)	$ 88,776	$ (32,870)	$ (40,133)	$ (47,854)	$ 46,552	$ (71,174)	$ 15,773	$ (72,476)
Denominator:
Weighted-average shares outstanding - basic	152,648,238			128,289,871			150,097,482	127,297,667
Weighted-average shares outstanding - diluted	152,648,238			128,289,871			150,097,482	127,297,667
Net loss from continuing operations per share attributable to common stockholders, basic	$ (0.33)			$ (0.32)			$ (0.73)	$ (1.22)
Net loss from continuing operations per share attributable to common stockholders, diluted	(0.33)			(0.32)			(0.73)	(1.22)
Net income (loss) from discontinued operations per share attributable to common stockholders, basic	0.92			(0.05)			0.84	0.65
Net income (loss) from discontinued operations per share attributable to common stockholders, diluted	0.92			(0.05)			0.84	0.65
Net income (loss) per share attributable to common stockholders, basic	0.58			(0.37)			0.11	(0.57)
Net income (loss) per share attributable to common stockholders, diluted	$ 0.58			$ (0.37)			$ 0.11	$ (0.57)
Employee Stock Option
Anti-dilutive potential common stock equivalents excluded from the calculation of net (loss) income per share
Anti-dilutive potential common stock equivalents excluded from the calculation of net loss per share:	19,124,165			16,370,123			19,124,165	16,370,123
Unvested Restricted Stock Units [Member]
Anti-dilutive potential common stock equivalents excluded from the calculation of net (loss) income per share
Anti-dilutive potential common stock equivalents excluded from the calculation of net loss per share:	2,754,989			3,826,695			2,754,989	3,826,695
Shares Issuable under employee stock purchase plan [Member]
Anti-dilutive potential common stock equivalents excluded from the calculation of net (loss) income per share
Anti-dilutive potential common stock equivalents excluded from the calculation of net loss per share:	100,059			139,649			33,596	47,061
Common Stock [Member] \| Warrants [Member]
Anti-dilutive potential common stock equivalents excluded from the calculation of net (loss) income per share
Anti-dilutive potential common stock equivalents excluded from the calculation of net loss per share:	647,589			1,177,433			647,589	1,177,433

Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023
Market Equity Offering [Member]
Issuance costs	$ 196	$ 548	$ 304	$ 225

Fair Value Measurements - Schedule of Reconciliation Company's Liabilities Measured at Fair Value on Recurring Basis (Detail)	9 Months Ended
	Sep. 30, 2024 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Ending Balance	$ 0
Warrant [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning Balance	546,000
Issuance of warrants	0
Adjustment to fair value	(546,000)
Ending Balance	$ 0

Leases - Summary of Lease Costs (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Leases [Abstract]
Operating lease costs	$ 5,701	$ 5,544	$ 17,177	$ 16,496
Short-term lease costs	381	362	1,127	1,102
Variable lease costs	1,801	1,699	5,729	5,643
Sublease income	(814)	0	(1,884)	0
Total lease costs	$ 7,069	$ 7,605	$ 22,149	$ 23,241

Discontinued Operations - Summary of Accrued Liabilities from Continuing Operations (Parenthetical) (Details) - USD ($)
$ in Thousands

Sep. 30, 2024

Jun. 30, 2024

Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]

Settlement of collaboration payable

^[1]

$ 9,608

SPN [Member]

Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]

Settlement of collaboration payable

$ 3,014

$ 6,594

[1]	Includes $6,594 and $3,014 related to the settlement of the collaboration payable to SPN for the quarters ended June 30, 2024 and September 30, 2024, respectively.

Nature of the Business and Basis of Presentation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands				3 Months Ended		9 Months Ended
	Jul. 01, 2025	Jan. 15, 2025	Aug. 05, 2024	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2025	Dec. 31, 2023
Nature Of Business And Basis Of Presentation [Line Items]
Entity incorporated month and year						2010-10
Entity incorporation, state or country code						DE
Payments to acquire business						$ 15,000
Stock Issued During Period, Shares, New Issues						14,285,715
Business combination, percentage of all rent and other cost due								80.10%
Share Price				$ 1.05		$ 1.05
Milestone Prepayment			$ 60,000			$ 60,000
Payment in cash for first sales milestone			150,000
Future milestone payment			125,000
Closing period milestone payment one			400,000
Closing period milestone payment two			150,000
Closing period milestone payment three			750,000
Accumulated deficit				$ (962,462)		(962,462)			$ (978,235)
Cash and cash equivalents				66,824		66,824			$ 127,965
Net operating cash outflows						(109,727)	$ (69,855)
Net loss from continuing operations				(51,035)	$ (41,015)	(110,134)	$ (155,413)
Forecast [Member]
Nature Of Business And Basis Of Presentation [Line Items]
Payment Reduced Amount of Employment Obligation	$ 1,500
Forecast [Member] \| Transition Services Agreement [Member]
Nature Of Business And Basis Of Presentation [Line Items]
Payment for material compliance	$ 25,000	$ 50,000
Nestle Health Science [Member]
Nature Of Business And Basis Of Presentation [Line Items]
Payments to acquire business			100,000
Satisfaction fee paid				$ 9,016		$ 9,016
Adjusted account settlement amount			$ 17,900,000
Fixed interest rate			10.00%
Derivative fixed interest rate thereafter			5.00%

Common Stock and Stock-Based Awards (Tables)

9 Months Ended

Sep. 30, 2024

Equity [Abstract]

Summary of Stock Option Activity

The following table summarizes the Company’s stock option activity since December 31, 2023:


	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
						(in years)
Outstanding as of December 31, 2023		14,844,112		$	9.64		5.71	$	—
Granted		7,817,641		$	1.05
Exercised		—		$	—
Forfeited		(3,537,588	)	$	7.55
Outstanding as of September 30, 2024		19,124,165		$	6.52		6.62	$	245
Vested or expected to vest as of September 30, 2024		19,124,165		$	6.52		6.62	$	245
Options exercisable as of September 30, 2024		10,066,354		$	10.10		4.90	$	—

Summary of Restricted and Performance Stock Unit Activity

The following table summarizes the Company’s RSU and PSU activity since December 31, 2023:


	Number of Shares			Weighted Average Grant Date Fair Value
Unvested restricted stock units as of December 31, 2023		3,377,804		$	4.26
Granted		1,288,127		$	1.09
Vested		(1,407,615	)	$	3.64
Forfeited		(503,327	)	$	3.16
Unvested restricted stock units as of September 30, 2024		2,754,989		$	3.29

Summary of Stock Based Compensation Expense

The Company recorded stock-based compensation expense in the following expense categories of its condensed consolidated statements of operations and comprehensive loss (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Research and development expenses	$	2,955	$	4,744	$	9,400	$	16,326
General and administrative expenses		2,228		3,929		7,806		12,689
	$	5,183	$	8,673	$	17,206	$	29,015

Stock-based compensation expense related to discontinued operations is included in the table above and is disclosed within the financial results of discontinued operations in Note 3.

Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands

Sep. 30, 2024

Dec. 31, 2023

Current assets:

Cash and cash equivalents

$ 66,824

$ 127,965

Prepaid expenses and other current assets

6,104

8,049

Current assets of discontinued operations

39,396

Total current assets

72,928

175,410

Property and equipment, net

12,566

17,614

Operating lease assets

82,910

90,417

Restricted cash

9,873

8,185

Restricted investments

1,401

Other non-current assets

465

2,187

Non-current assets of discontinued operations

^[1]

63,386

Total assets

178,742

358,600

Current liabilities:

Accounts payable

8,254

3,641

Accrued expenses and other current liabilities

17,716

22,509

Accrued liabilities due to SPN - related party

30,517

Operating lease liabilities

8,346

5,587

Current liabilities of discontinued operations

^[2]

66,922

Total current liabilities

64,833

98,659

Long term portion of note payable, net of discount

101,544

Operating lease liabilities, net of current portion

85,266

91,652

Accrued liabilities due to SPN, net of current portion - related party

2,941

Warrant liabilities

546

Other long-term liabilities

1,783

1,628

Non-current liabilities of discontinued operations

109,427

Total liabilities

154,823

403,456

Commitments and contingencies (Note 13)

Stockholders' equity (deficit):

Preferred stock, $0.001 par value; 10,000,000 shares authorized at September 30, 2024 and December 31, 2023; no shares issued and outstanding at September 30, 2024 and December 31, 2023

Common stock, $0.001 par value; 360,000,000 shares authorized at September 30, 2024 and 240,000,000 share authorized December 31, 2023; 170,200,253 and 135,041,467 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively

170

135

Additional paid-in capital

986,211

933,244

Accumulated other comprehensive loss

Accumulated deficit

(962,462)

(978,235)

Total stockholders' equity (deficit)

23,919

(44,856)

Total liabilities and stockholders' equity (deficit)

$ 178,742

$ 358,600

[1]	Includes $38,877 as of December 31, 2023 of milestones related to the construction of the Company's dedicated manufacturing suite at BacThera AG, or Bacthera.
[2]	Includes related party amount of $35,783 at December 31, 2023.

Discontinued Operations - Summary of Financial results of the discontinued operations (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Operating Expenses [Abstract]
Research and development expenses	$ 16,460	$ 25,154	$ 51,759	$ 94,554
General and administrative expenses	12,710	19,432	40,721	63,519
Total operating expenses	29,170	44,586	92,480	158,073
Other Nonoperating Income (Expense) [Abstract]
Gain on sale of the VOWST business	146,707		146,707	0
Interest expense	0	0	0	(2,468)
Net income (loss) from discontinued operations, net of tax	139,811	(6,839)	125,907	82,937
VOWST Business [Member]
Revenues [Abstract]
Collaboration revenue - related party	0	310	0	126,261
Total revenue	0	310	0	126,261
Operating Expenses [Abstract]
Research and development expenses	1,532	3,099	5,809	24,460
General and administrative expenses	550	557	4,066	6,991
Collaboration (profit) loss sharing - related party	(1,325)	(519)	(1,496)	5,194
Total operating expenses	757	3,137	8,379	36,645
(Loss) income from discontinued operations	(757)	(2,827)	(8,379)	89,616
Other Nonoperating Income (Expense) [Abstract]
Gain on sale of the VOWST business	146,707	0	146,707	0
Interest expense	(4,083)	(4,012)	(12,192)	(6,679)
Other expense	(2,056)	0	(229)	0
Income (loss) from discontinued operations, pre-tax	139,811	(6,839)	125,907	82,937
Income tax	0	0	0	0
Net income (loss) from discontinued operations, net of tax	$ 139,811	$ (6,839)	$ 125,907	$ 82,937

Summary of Significant Accounting Policies - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Cash and cash equivalents	$ 66,824	$ 127,965
Restricted cash, non-current	9,873	8,185
Total cash, cash equivalents and restricted cash	$ 76,697	$ 136,150	$ 178,097	$ 171,215

Restructuring - Additional Information (Detail) $ in Thousands		1 Months Ended	3 Months Ended		9 Months Ended		12 Months Ended
	Nov. 02, 2023 Employee	Nov. 30, 2023 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)
Restructuring Cost and Reserve [Line Items]
Workforce reduction rate	41.00%
Number of positions eliminated \| Employee	160
Restructuring Charges							$ 5,606
Stock-based compensation expense			$ 5,183	$ 8,673	$ 17,206	$ 29,015
Restricted Stock Units [Member]
Restructuring Cost and Reserve [Line Items]
Stock-based compensation expense		$ 1,255
Severance and other employee costs
Restructuring Cost and Reserve [Line Items]
Restructuring Charges							5,345
Acceleration of unvested equity awards
Restructuring Cost and Reserve [Line Items]
Restructuring Charges							$ 261

- Definition

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

+ References + Details

Fair Value Measurements - Summary of Fair Value Hierarchy for Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrant liabilities	$ 0	$ 546
Fair Value, Measurements, Recurring [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrant liabilities		546
Equity, Fair Value Disclosure [Abstract]
Total liabilities		546
Investments:
Total assets		81
Fair Value, Measurements, Recurring [Member] \| Money Market Funds [Member]
Cash equivalents:
Cash equivalents		81
Level 1 [Member] \| Fair Value, Measurements, Recurring [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrant liabilities		0
Equity, Fair Value Disclosure [Abstract]
Total liabilities		0
Investments:
Total assets		81
Level 1 [Member] \| Fair Value, Measurements, Recurring [Member] \| Money Market Funds [Member]
Cash equivalents:
Cash equivalents		81
Level 2 [Member] \| Fair Value, Measurements, Recurring [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrant liabilities		0
Equity, Fair Value Disclosure [Abstract]
Total liabilities		0
Investments:
Total assets		0
Level 3 [Member] \| Fair Value, Measurements, Recurring [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrant liabilities		546
Equity, Fair Value Disclosure [Abstract]
Total liabilities		546
Investments:
Total assets		$ 0

Discontinued Operations

9 Months Ended

Sep. 30, 2024

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

3. Discontinued Operations

On September 30, 2024, the Company completed the sale of its VOWST Business to SPN. The Company has determined the sale of the VOWST Business represents a strategic shift that will have a major effect on its business and therefore met the criteria for classification as discontinued operations on September 30, 2024. Accordingly, the VOWST Business is reported as discontinued operations in accordance with ASC 205-20, Discontinued Operations. The related assets and liabilities of the VOWST Business are classified as assets and liabilities of discontinued operations in the condensed consolidated balance sheets and the results of operations from the VOWST Business as discontinued operations in the condensed consolidated statements of operations. Applicable amounts in prior years have been recast to conform to this discontinued operations presentation. The Company recognized a gain on the sale of the VOWST Business upon closing.

The following table presents the assets and liabilities of the discontinued operations as of December 31, 2023:


	December 31,
	2023
Assets
Current assets:
Collaboration receivable - related party	$	8,674
Inventories		29,647
Prepaid expenses and other current assets		1,075
Total current assets of discontinued operations		39,396
Property and equipment, net		4,843
Operating lease assets		19,376
Other non-current assets		39,167
Total non-current assets of discontinued operations		63,386
Total assets of discontinued operations	$	102,782
Liabilities
Current liabilities:
Accrued expenses and other current liabilities	$	58,102
Operating lease liabilities		1,090
Deferred income - related party		7,730
Total current liabilities of discontinued operations		66,922
Operating lease liabilities, net of current portion		14,063
Deferred revenue, net of current portion - related party		95,364
Total non-current liabilities of discontinued operations		109,427
Total liabilities of discontinued operations	$	176,349

As of September 30, 2024, there were no assets or liabilities of discontinued operations.

The following table presents the gain on the sale of the VOWST Business as of September 30, 2024, pursuant to the Purchase Agreement:


	September 30,
	2024
Consideration received
Upfront payment (1)	$	79,788
Prepaid milestone		60,000
Deferred revenue from termination of 2016 License Agreement		95,364
Settlement of net collaboration payable at close		27,465
Premium on equity financing		1,484
Deferred income from termination of 2021 License Agreement		3,606
Accrued liabilities due to SPN - related party		(33,458	)
Total fair value transferred for business	$	234,249

Net assets transferred
Inventory	$	63,442
Prepaid expenses and other current assets		2,219
Property and equipment, net		3,966
Operating lease assets		17,929
Other non-current assets		39,328
Accrued expenses and other current liabilities		(31,547	)
Operating lease liabilities		(14,413	)
Net assets transferred	$	80,924

Transaction costs	$	6,618

Gain on sale, pre-tax	$	146,707
Income tax		—
Gain on sale, net of tax	$	146,707

For the three and nine months ended September 30, 2024, the gain from sale of the VOWST Business, net of tax of $146,707 was included in the net income (loss) from discontinued operations, net of tax line item of the Company’s condensed consolidated statements of operations and comprehensive loss. While the Company has net income from discontinued operations for the three and nine months ended September 30, 2024, the Company is projecting book and tax losses for the full year ended December 31, 2024, for

which it is more likely than not that the Company will not realize a benefit. The Company has recorded a full valuation allowance against its net deferred tax assets as of September 30, 2024 and December 31, 2023.

The following table presents the financial results of the discontinued operations:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Revenue:
Collaboration revenue - related party	$	—		$	310		$	—		$	126,261
Total revenue		—			310			—			126,261
Operating expenses:
Research and development expenses		1,532			3,099			5,809			24,460
General and administrative expenses		550			557			4,066			6,991
Collaboration (profit) loss sharing - related party		(1,325	)		(519	)		(1,496	)		5,194
Total operating expenses		757			3,137			8,379			36,645
(Loss) income from discontinued operations		(757	)		(2,827	)		(8,379	)		89,616
Other income (expense):
Gain on sale of the VOWST business		146,707			—			146,707			—
Interest expense		(4,083	)		(4,012	)		(12,192	)		(6,679	)
Other expense		(2,056	)		—			(229	)		—
Income (loss) from discontinued operations, pre-tax	$	139,811		$	(6,839	)	$	125,907		$	82,937
Income tax		—			—			—			—
Net income (loss) from discontinued operations, net of tax	$	139,811		$	(6,839	)	$	125,907		$	82,937

In accordance with ASC 205-20, only expenses specifically identifiable and related to a business to be disposed may be presented in discontinued operations. As such, the research and development and general and administrative expenses in discontinued operations include corporate costs incurred directly to solely support the VOWST Business.

The Company has also entered into a TSA with NESA, through which the Company will provide the manufacturing services until December 31, 2025, which period may be extended by up to six months (solely to ensure the manufacturing facility is in a state of compliance with the biologics license application for VOWST and readiness for potential regulatory inspection), and other services for the duration specified in the schedule to the TSA for each service. No expenses have been incurred and no reimbursements have been received in connection with the TSA for the three and nine months ended September 30, 2024.

The Company has estimated costs associated with certain accrued liabilities due to SPN as a loss contingency in accordance with ASC 450, Contingencies. These contingent liabilities are presented as Accrued Liabilities due to SPN from continuing operations on the condensed consolidated balance sheet as of September 30, 2024 and consist of the following:


	September 30,
	2024
Profit Sharing Payments	$	16,930
Royalties associated with the MSK Agreement		2,602
VOWST post-marketing safety surveillance study		982
80.1% of lease cost of Waltham facility		1,874
Employment-related costs for conveying employees		1,462
Settlement of collaboration payable (1)		9,608
Total accrued liabilities due to SPN		33,458

[1] Includes $6,594 and $3,014 related to the settlement of the collaboration payable to SPN for the quarters ended June 30, 2024 and September 30, 2024, respectively.

The contingent liabilities accrued on the Company's condensed consolidated balance sheet as of September 30, 2024 will be remeasured at each reporting period based on i) cash payments made by the Company to reduce the accrued liabilities due to SPN and ii) revised estimates of the total remaining liabilities due to SPN.

The Company has excluded from its condensed consolidated balance sheet the effects of i) future fixed installment payments to be received by the Company after it performs services and is determined by SPN to be in material compliance with the terms and conditions of the TSA and ii) certain milestone payments received by the Company after the Product has achieved net sales-based milestones. These contingent receivables will be recognized as a gain contingency, in accordance with ASC 450, Contingencies, in continuing operations in the period when the contingencies are resolved.

The cash flows related to discontinued operations have not been segregated and are included in the condensed consolidated statements of cash flows. For the nine months ended September 30, 2024 and 2023, capital expenditures related to the VOWST

Business were $112 and $2,219, respectively. Depreciation expense related to the VOWST Business for the same periods was $989 and $1,468, respectively. Non-cash operating lease costs related to the VOWST Business for the nine months ended September 30, 2024 and 2023 were $1,447 and $1,451, respectively, while the share based compensation expense for the same periods were $1,884 and $1,947 respectively. The collaboration loss sharing (related party) related to the VOWST Business was $0 and $5,158 for the nine months ended September 30, 2024 and 2023, respectively. Excluding the gain of $146,707 recognized on the sale of the VOWST Business presented in the condensed consolidated statements of cash flows for the nine months ended September 30, 2024 there were no other material operating or investing non-cash items related to the VOWST Business for either period presented.

Property and Equipment, Net - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Property, Plant and Equipment [Abstract]
Depreciation and amortization expense	$ 1,404	$ 1,684	$ 4,383	$ 4,611
Impairment loss of leasehold improvements			1,536
Disposal of fully depreciated assets cost basis			$ 594	$ 9

Leases - Schedule of Future Payments of Operating Lease Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Leases [Abstract]
2024 (remaining 3 months)	$ 4,808
2025	19,442
2026	19,983
2027	20,582
2028	20,863
2029 and thereafter	56,994
Total future minimum lease payments	142,672
Less: interest	(49,060)
Present value of operating lease liabilities	$ 93,612	$ 97,239

Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Discontinued Operations

Use of Estimates

Restricted Cash

Cash, cash equivalents and restricted cash were comprised of the following (in thousands):


	September 30,		December 31,
	2024		2023
Cash and cash equivalents	$	66,824	$	127,965
Restricted cash, non-current		9,873		8,185
Total cash, cash equivalents and restricted cash	$	76,697	$	136,150

Recently Issued Accounting Pronouncements

Discontinued Operations - Summary of Assets and Liabilities of the Discontinued Operations (Details) - USD ($)
$ in Thousands

Sep. 30, 2024

Dec. 31, 2023

Current assets:

Collaboration receivable - related party

$ 8,674

Inventories

29,647

Prepaid expenses and other current assets

1,075

Total current assets of discontinued operations

$ 0

39,396

Property and equipment, net

4,843

Operating lease assets

19,376

Other non-current assets

39,167

Total non-current assets of discontinued operations

^[1]

63,386

Total assets of discontinued operations

102,782

Current liabilities:

Accrued expenses and other current liabilities

58,102

Operating lease liabilities

1,090

Deferred income - related party

7,730

Total current liabilities of discontinued operations

^[2]

66,922

Operating lease liabilities, net of current portion

14,063

Deferred revenue, net of current portion - related party

95,364

Total non-current liabilities of discontinued operations

$ 0

109,427

Total liabilities of discontinued operations

$ 176,349

[1]	Includes $38,877 as of December 31, 2023 of milestones related to the construction of the Company's dedicated manufacturing suite at BacThera AG, or Bacthera.
[2]	Includes related party amount of $35,783 at December 31, 2023.

Discontinued Operations - Gain on the Sale of the VOWST Business (Details) - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Sep. 30, 2024

Sep. 30, 2023

Sep. 30, 2024

Sep. 30, 2023

Dec. 31, 2023

Net assets transferred

Inventory

$ 29,647

Prepaid expenses and other current assets

1,075

Operating lease assets

19,376

Other non-current assets

39,167

Operating lease liabilities

$ (1,090)

Gain on sale, pre-tax

$ 146,707

$ 0

VOWST Business [Member]

Consideration received

Upfront payment

^[1]

79,788

Prepaid milestone

60,000

Deferred revenue from termination of 2016 License Agreement

95,364

Settlement of net collaboration payable at close

27,465

Premium on equity financing

1,484

Deferred income from termination of 2021 License Agreement

3,606

Accrued liabilities due to SPN - related party

(33,458)

Total fair value transferred for business

234,249

Net assets transferred

Inventory

63,442

Prepaid expenses and other current assets

2,219

Property and equipment, net

3,966

Operating lease assets

17,929

Other non-current assets

39,328

Accrued expenses and other current liabilities

(31,547)

Operating lease liabilities

(14,413)

Net assets transferred

80,924

Transaction costs

6,618

Gain on sale, pre-tax

146,707

$ 0

146,707

Income tax

$ 0

Gain on sale, net of tax

$ 146,707

[1]	The upfront payment consists of $100,000, less $17,857 owed by the Company to an affiliate of SPN under the prior license agreement between the Company and the SPN affiliate, less approximately $2,355 in satisfaction of fees due under the Bacthera Manufacturing Agreement.

Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands

9 Months Ended

Sep. 30, 2024

Sep. 30, 2023

Cash flows from operating activities:

Net Income (Loss)

$ 15,773

$ (72,476)

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Stock-based compensation expense

17,206

29,015

Depreciation and amortization expense

4,383

4,611

Non-cash operating lease cost

7,223

6,450

Net (accretion) amortization of (discounts) premiums on investments

(236)

Gain on sale of VOWST Business, net of transaction costs

(146,707)

Amortization of debt issuance costs

1,413

730

Loss associated with extinguishment of debt

23,351

1,625

Loss on disposal of fixed assets

293

Impairment of long-lived assets

3,267

Change in fair value of warrant liabilities

(546)

(1,144)

Collaboration (profit) loss sharing - related party

5,158

Changes in operating assets and liabilities:

Prepaid expenses and other current and other non-current assets

261

2,504

Collaboration receivable - related party

8,674

(16,857)

Inventories

(33,795)

(18,525)

Deferred income - related party

(4,124)

9,465

Deferred revenue - related party

(1,261)

Accounts payable

1,222

(6,539)

Operating lease liabilities

(4,367)

(1,635)

Accrued expenses and other current and long-term liabilities (3)

^[1]

(3,254)

(10,740)

Net cash used in operating activities

(109,727)

(69,855)

Cash flows from investing activities:

Purchases of property and equipment

(290)

(7,098)

Purchases of investments

(4,426)

Sales and maturities of investments

22,983

Sales of restricted investments

1,401

Proceeds from sale of VOWST Business

141,272

Net cash provided by investing activities

142,383

11,459

Cash flows from financing activities:

Proceeds from at the market equity offering, net of issuance costs

21,793

11,730

Proceeds from exercise of stock options

877

Proceeds from Securities Purchase Agreement - related party

13,516

Issuance of common stock under ESPP

487

2,151

Proceeds from issuance of debt, net of issuance costs

103,378

Repayment of notes payable

(127,905)

(52,860)

Net cash (used in) provided by financing activities

(92,109)

65,276

Net (decrease) increase in cash, cash equivalents, and restricted cash

(59,453)

6,880

Effect of exchange rate changes on cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash at beginning of period

136,150

171,215

Cash, cash equivalents and restricted cash at end of period

76,697

178,097

Supplemental disclosure of cash flow information:

Cash paid for interest

10,858

8,966

Supplemental disclosure of non-cash investing and financing activities:

Property and equipment purchases included in accounts payable and accrued expenses

370

Prepaid rent reclassified to right-of-use assets

2,336

Lease liability arising from obtaining right-of-use assets

1,235

Recognition of warrant liabilities

2,100

Warrants issued related to Oaktree Term Loan and recorded as debt discount (Note 9)

$ 0

$ 2,785

[1]	Includes non-cash collaboration profits and losses related to pre-launch activities; subsequent to the approval of VOWST in April 2023, collaboration (profit) loss sharing - related party is included within changes in operating assets and liabilities.

Common Stock and Stock-Based Awards - Stock Options - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	3 Months Ended			9 Months Ended		12 Months Ended
	Apr. 30, 2023	Sep. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average exercise price of stock options granted					$ 1.05
Weighted average grant-date fair value of stock options		$ 0.88		$ 3.14	$ 0.93	$ 4.52
Number of stock options granted					7,817,641
Stock-based compensation expense		$ 5,183		$ 8,673	$ 17,206	$ 29,015
Employee Stock Option Market Condition [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of stock options granted			2,550,010
Stock-based compensation expense		207			633
Stock option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average exercise price of stock options granted			$ 1.1
Expiration period of stock options granted			10 years
Performance Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of performance-based stock options	50.00%
Percentage of Performance-Based Stock Options Vesting	50.00%
Weighted average grant-date fair value of stock options							$ 5.53
Number of stock options granted							562,000
Stock-based compensation expense		$ 0		$ 109	$ 8	$ 2,481

Commitments and Contingencies - Additional Information (Detail) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Indemnification Agreement [Member]
Other Commitments [Line Items]
Obligations accrued	$ 0	$ 0
Legal Contingencies [Member]
Other Commitments [Line Items]
Obligations accrued	$ 0	$ 0

Related Party Transactions

9 Months Ended

Sep. 30, 2024

Related Party Transactions

15. Related Party Transactions

As described in Note 1, Nature of the Business and Basis of Presentation and Note 3, Discontinued Operations, in September 2024, the Company sold the VOWST Business, including inventory and equipment, certain patents and patent applications, know-how, trade secrets, trademarks, domain names, marketing authorizations and related rights, documents, materials, business records and data and contracts that are used or held for use primarily in the development, commercialization and manufacturing of VOWST, to SPN, and SPN assumed certain liabilities from the Company. As consideration for the Transaction, the Company received an upfront cash payment of $139,788, which consists of $100,000, less $17,857 owed by the Company to an affiliate of SPN under the prior license agreement between the Company and the SPN affiliate, less approximately $2,355 in satisfaction of fees due under the Bacthera Manufacturing Agreement; plus a prepayment of the $60,000 milestone payment tied to the achievement of worldwide annual net sales of VOWST of $150,000; plus an equity investment of $15,000 based on the Securities Purchase Agreement pursuant to which SPN purchased 14,285,715 shares of common stock at a purchase price of $1.05 per share.

As of September 30, 2024, there was $33,458 included in Accrued Liabilities due to SPN on the Company's condensed consolidated balance sheet, which represents amounts due to SPN pursuant to the Purchase Agreement, which are further described in Note 3, Discontinued Operations. Other than the net settlement of outstanding amounts owed to an affiliate of SPN under the prior license agreement between the Company and the SPN affiliate, no amounts were paid to SPN during the three and nine months ended September 30, 2024 and 2023 related to the Purchase Agreement.

As described in Note 3, Discontinued Operations, the Company entered into a Transition Services Agreement with NESA, an affiliate of SPN, in connection with the Transaction, through which the Company will provide manufacturing services until December 31, 2025, and other services, for the duration specified in the schedule to the TSA for each service. No expenses have been incurred and no reimbursements have been received in connection with the TSA for the three and nine months ended September 30, 2024. As of September 30, 2024 and December 31, 2023, there are no amounts due from SPN pursuant to the Purchase Agreement or the TSA.

- Definition

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

+ References

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

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

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

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

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

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 1
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-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

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

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

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

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

+ Details

Notes Payable

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Notes Payable

9. Notes Payable

On April 27, 2023 (the “Oaktree Closing Date”), the Company entered into the Credit Agreement and Guaranty (the “Oaktree Credit Agreement”) among the Company, the subsidiary guarantors from time to time party thereto, the lenders from time to time party thereto (the “Lenders”), and Oaktree Fund Administration, LLC, in its capacity as administrative agent for the Lenders (in such capacity, the “Agent”). The Oaktree Credit Agreement established a term loan facility of $250,000 (the “Oaktree Term Loan”) consisting of (i) $80,000 (“Tranche A-1”) and (ii) $30,000 (“Tranche A-2” and collectively, “Tranche A Loan”), funded on the Oaktree Closing Date. The Oaktree Term Loan also consisted of (i) $45,000 (the “Tranche B Loan”), (iii) $45,000 (the “Tranche C Loan”), and (iv) $50,000 (the “Tranche D Loan”), which were available upon satisfaction of certain conditions or in Oaktree’s sole discretion, but were not drawn before the extinguishment of the Oaktree Term Loan. The Oaktree Term Loan had a maturity date of April 27, 2029 (the “Maturity Date”).

Of the $110,000 Tranche A Loan advanced by the Lenders at closing, approximately $53,380 repaid the Company’s then existing credit facility with Hercules. After deducting other transaction expenses and fees, the Company received net proceeds of approximately $50,446. The Company accounted for the repayment of the Hercules credit facility as an extinguishment in accordance with the guidance in ASC 470-50, and recognized a loss on extinguishment of $1,625 in other income (expense) in the accompanying condensed consolidated statements of operations and comprehensive loss for the year ended December 31, 2023.

Borrowings under the Oaktree Term Loan bore interest at a rate per annum equal to the three-month term Secured Overnight Financing Rate (“SOFR”) (subject to a 2.50% floor and a 5.00% cap), plus an applicable margin of 7.875%, payable quarterly in arrears. The Company was required to make quarterly interest-only payments on the Oaktree Term Loan for the first three years after the Oaktree Closing Date. The Company was obligated to pay the Lenders an exit fee equal to 1.50% of the aggregate amount of the Oaktree Term Loan funded, such exit fee was due and paid upon the prepayment of the outstanding Oaktree Term Loan. Such

prepayment was subject to a customary make-whole for the first two years following the Closing Date plus 4.0% of the principal amount of the Oaktree Term Loan prepaid.

On the Oaktree Closing Date, the Company issued to the Lenders warrants to purchase 647,589 shares (subject to certain adjustments) of the Company’s common stock (the “Tranche A Warrant”), at an exercise price per share of $6.69. The Tranche A Warrant is immediately exercisable and the exercise period expires on April 26, 2030. Upon the funding of each of the Tranche B Loan and the Tranche C Loan, the Company was required to issue to the Lenders warrants to purchase 264,922 shares (subject to certain adjustments) of the Company’s common stock on each such funding date at an exercise price equal to the trailing volume weighted average price of the Company’s common stock for the 30 trading days prior to the funding date for each tranche (the “Tranche B Warrant” and the “Tranche C Warrant,” respectively, and together the “Additional Warrants”).

The Company determined that the Tranche A Loan, the Tranche A Warrant, the commitment by the Lenders to fund the Tranche B Loan and the Tranche C Loan, and the Tranche B Warrant and Tranche C Warrant, are all freestanding financial instruments. On the Oaktree Closing Date, the Company evaluated the Tranche A Warrant and determined that it meets the requirements for equity classification under ASC 815, Derivatives and Hedging (“ASC 815”). The net proceeds from the Tranche A Loan were allocated to the Tranche A Warrant and the Tranche A Loan using the relative fair value method, and the relative fair value of the Tranche A Warrant, $2,785, is recorded as an increase to additional paid-in-capital on the consolidated statements of stockholder’s equity (deficit), and as a discount to the Tranche A Loan that will be amortized over the life of the Tranche A Loan using the effective interest method. The Company used the Black-Scholes option pricing model to determine the fair value of the Tranche A Warrant. Assumptions used in the Black-Scholes model included the fair market value per share of common stock on the valuation date of $5.32, the exercise price per warrant equal to $6.69, the expected volatility of 111.6%, the risk-free interest rate of 3.57%, the expected term of 7 years and the absence of a dividend.

The Additional Warrants were considered outstanding instruments at the Oaktree Closing Date of the Oaktree Credit Agreement and in accordance with ASC 815, were initially recognized at their respective fair values as derivative liabilities given the variable settlement amount of their respective aggregate exercise prices. The Company adjusted the carrying values of the Additional Warrants to their respective fair values at each reporting period, until such time that the Additional Warrants were issued and their respective exercise prices became fixed, and the value of the Additional Warrants was reclassified to additional paid-in capital. The Company used a simulation model to determine the fair value of the Additional Warrants, as described in Note 4, Fair Value Measurements. As of September 30, 2024, given the Transaction and repayment of the Oaktree Term Loan, the probability of drawing the Tranche B and C Loans that would trigger the issuance of these warrants was deemed to be remote. As a result, the fair value of Tranche B and C Warrants was deemed to be $0. The fair value of the Tranche B Warrant and Tranche C Warrant derivative liabilities was $276 and $270 as of December 31, 2023, respectively.

Changes in the fair values of the Additional Warrants were recorded as other income (expense) in the condensed consolidated statements of operations and comprehensive loss. In addition to the relative fair value of the Tranche A Warrant, the original issue discount and certain debt issuance costs were recorded as a discount to the Tranche A Loan, the total of which will be accreted to the Tranche A Loan as interest expense over the life of the Tranche A Loan using the effective interest method. The fair values of the derivative liabilities associated with the Tranche B Warrant and Tranche C Warrant are recorded as loan commitment prepaid assets on the Oaktree Closing Date, which are included in the condensed consolidated balance sheets in other non-current assets, and will be reclassified as discounts to the associated Oaktree Term Loan balances at such time that they are drawn.

As of December 31, 2023, the carrying value of the Oaktree Term Loan was $101,544, which was classified as a long-term liability on the condensed consolidated balance sheets.

During the three and nine months ended September 30, 2023, the Company recognized $0 and $2,468, respectively, of interest expense related to the Loan and Security Agreement with Hercules, which is reflected in interest expense on the condensed consolidated statements of operations and comprehensive loss.

On September 30, 2024, in connection with the sale of the VOWST Business to SPN, the Company terminated and voluntarily prepaid in full all outstanding amounts due under the Oaktree Credit Agreement. The Company paid $127,905 to Oaktree, representing $110,000 of principal, $3,698 of accrued interest, $12,457 of yield protection premium, $1,650 in exit fee, and $100 in third-party fees and expenses. In connection with the termination and repayment in full of all outstanding amounts under the Oaktree Credit Agreement, Oaktree terminated and released its liens and security interests in the collateral securing the Company's obligations under the Credit Agreement. The Company accounted for the repayment of the Oaktree Credit Facility as an extinguishment in accordance with the guidance in ASC 470-50, and recognized a loss associated with the extinguishment of $23,351 in other income (expense) in the accompanying condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2024.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Section 50
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-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

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

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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-Name Accounting Standards Codification
-Section S99
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-Publisher FASB
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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-URI https://asc.fasb.org/470/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

+ Details

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

Summary of Fair Value Hierarchy for Assets and Liabilities Measured at Fair Value on Recurring Basis

The following tables present the Company’s fair value hierarchy for its assets and liabilities that are measured at fair value on a recurring basis (in thousands):


	Fair Value Measurements as of December 31, 2023 Using:
	Level 1		Level 2		Level 3		Total
Cash equivalents:
Money market funds	$	81	$	—	$	—	$	81
Total assets	$	81	$	—	$	—	$	81

Warrant liabilities	$	—	$	—	$	546	$	546
Total liabilities	$	—	$	—	$	546	$	546

Schedule Of Level 3 Inputs to Warrant Liabilities

As of December 31, 2023, the Level 3 inputs to the warrant liabilities are as follows:



	December 31, 2023
Volatility		101.0	%
Term (in years)		1.3

Schedule of Reconciliation Company's Liabilities Measured at Fair Value on Recurring Basis


	Warrant Liabilities

Balance as of December 31, 2023	$	546
Issuance of warrants		—
Adjustment to fair value		(546	)
Balance as of September 30, 2024	$	—

Condensed Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Statement of Comprehensive Income [Abstract]
Unrealized (loss) gain on investments, net of tax	$ 0	$ 0	$ 0	$ 0

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

Accrued Expenses and Other Current Liabilities

9 Months Ended

Sep. 30, 2024

Payables and Accruals [Abstract]

Accrued Expenses and Other Current Liabilities

. Accrued Expenses and Other Current Liabilities

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


	September 30, 2024		December 31, 2023
Clinical and development costs	$	889	$	1,404
Manufacturing and quality costs		1,863		1,868
Payroll and payroll-related costs		8,276		16,465
Facility and other		6,688		2,772
	$	17,716	$	22,509

Included within the Facility and other caption as of September 30, 2024 is $4,578 of accrued transaction costs related to the sale of the VOWST Business. These amounts are expected to be paid in the normal course following the Closing of the Transaction.

Nature of the Business and Basis of Presentation

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Nature of the Business and Basis of Presentation

1. Nature of the Business and Basis of Presentation

Seres Therapeutics, Inc. (the “Company”) was incorporated under the laws of the State of Delaware in October 2010 under the name Newco LS21, Inc. In October 2011, the Company changed its name to Seres Health, Inc., and in May 2015, the Company changed its name to Seres Therapeutics, Inc. The Company is a clinical-stage company focused on improving patient outcomes in medically vulnerable populations through novel live biotherapeutics. The Company led the successful development and approval of VOWST (previously referred to as SER-109), the first FDA-approved orally administered microbiome therapeutic, which was sold to Nestlé Health Science (as defined below) in September 2024. The Company is progressing the development of SER-155, an investigational, oral, live biotherapeutic designed to decolonize gastrointestinal (“GI”) pathogens, improve epithelial barrier integrity, and induce immune tolerance to prevent bacterial bloodstream and antimicrobial resistant (“AMR”) infections as well as other pathogen-associated negative clinical outcomes in patients undergoing allogeneic hematopoietic stem cell transplantation (“allo-HSCT”). The placebo-controlled Phase 1b study Cohort 2 results demonstrated that SER-155 was associated with a significant reduction in both bloodstream infections and systemic antibiotic exposure as well as a lower incidence of febrile neutropenia, as compared to placebo through day 100 post HSCT. SER-155 was generally well tolerated, with no observed treatment-related serious adverse events. In addition to allo-HSCT, the Company intends to evaluate SER-155 and other cultivated live biotherapeutic candidates in other medically vulnerable patient populations, including autologous-HSCT patients, cancer patients with neutropenia, chimeric antigen receptors therapy (“CAR-T”) recipients, individuals with chronic liver disease, solid organ transplant recipients, as well as patients in the intensive care unit and long-term acute care facilities. SER-155 and the Company's other pipeline programs are designed to target multiple disease-relevant pathways and are manufactured from standard clonal cell banks via cultivation, rather than from the donor-sourced production process used for VOWST.

The Company has built and deploys a reverse translational platform and knowledge base for the discovery and development of live biotherapeutics, and maintains extensive proprietary know-how that may be used to support future research and development efforts. This platform incorporates high-resolution analysis of human clinical data to identify microbiome biomarkers associated with disease and non-disease states; preclinical screening using human cell-based assays and in vitro/ex vivo and in vivo disease models customized for live biotherapeutics; and microbiological capabilities and a strain library that spans broad biological and functional breadth to both identify specific microbes and microbial metabolites that are associated with disease and to design consortia of bacteria with specific pharmacological properties. In addition, the Company owns a valuable intellectual property estate related to the development and manufacture of live biotherapeutics.

At a special meeting of stockholders held on September 26, 2024, the Company’s stockholders approved, and on September 30, 2024 (the "Closing Date"), the Company completed, the sale (the “Transaction”) of its VOWST microbiome therapeutic business (the “VOWST Business”), including inventory and equipment, certain patents and patent applications, know-how, trade secrets, trademarks, domain names, marketing authorizations and related rights, documents, materials, business records and data and contracts that are used or held for use primarily in the development, commercialization and manufacturing of the microbiome product sold under the brand name VOWST as provided for in accordance with the terms of the Purchase Agreement (the “Product”), to Société des Produits Nestlé S.A. (“SPN”), a wholly-owned subsidiary of Nestlé S.A., and its designated affiliates (collectively, “Nestlé Health Science”) pursuant to the Asset Purchase Agreement, dated as of August 5, 2024 (the “Purchase Agreement”), by and among the Company and SPN, and a wholly-owned subsidiary of Nestlé S.A. As consideration for the Transaction, SPN paid or agreed to pay, as applicable, the following Transaction Consideration:

(i)

a cash payment, which was paid upon completion of the Transaction (“Closing”), of $100,000, less approximately $17,900 owed by the Company to an affiliate of SPN as of March 31, 2024 under the prior license agreement between the Company and the SPN affiliate, less approximately CHF 2,000 in satisfaction of fees due under the Bacthera Manufacturing Agreement (defined below);

(ii)

cash installment payments of $50,000 on January 15, 2025 and $25,000 on July 1, 2025 (the “Installment Payments”), conditioned on the Company’s material compliance with obligations under the Transition Services Agreement (the “TSA”) (as described below) entered into at Closing between the Company and SPN;

(iii)

prepayment of the $60,000 milestone payment tied to the achievement of worldwide annual net sales of the Product of $150,000 (the “First Sales Milestone”), which was paid in cash at Closing (the “Prepaid Milestone”), which Prepaid Milestone will accrue interest at a fixed rate of 10% per annum until the First Sales Milestone is achieved and 5% per annum thereafter until the earlier of (x) the date on which the Prepaid Milestone, plus accrued interest thereon, has been repaid in full by set-off and (y) the last day of the Milestone Period (as defined below); and

(iv)

future milestone payments of (x) $125,000 tied to the achievement of worldwide annual net sales of the Product of $400,000 and (y) $150,000 tied to the achievement of worldwide annual net sales of the Product of $750,000, during the period from Closing until December 31 of the calendar year in which the tenth anniversary of Closing occurs (the “Milestone Period”) (together, the “Future Milestone Payments” and, together with the Prepaid Milestone, the “Milestone Payments”).

As they are earned, the Milestone Payments will be satisfied as follows: (i) first, by set-off against all accrued interest on the Prepaid Milestone until the amount of such accrued interest has been paid in full, (ii) second, by set-off against the outstanding balance of the Prepaid Milestone until the Prepaid Milestone has been repaid in full and (iii) thereafter, in cash. If any amount of the Prepaid Milestone (and any accrued interest thereon) remains outstanding as of following the last day of the Milestone Period (defined below), the balance thereof (together with any interest accrued thereon) will be forgiven and the right of set-off of SPN with respect thereto will be deemed forfeited. The Installment Payment due on July 1, 2025 will be reduced by approximately $1,500 related to certain employment obligations assumed by SPN with respect to the period ended as of the Closing Date.

The Company and SPN will share 50/50 in the net profit or net loss (the “Profit Sharing Payments”) achieved during the period from the date of Closing until December 31, 2025 (the “Profit Sharing Period”), with the net profit or net loss calculated as (i) the net sales of VOWST in the United States and Canada, plus (ii) other income received in connection with the grant of a license or sublicense with respect to VOWST in the United States and Canada as described in the Purchase Agreement, minus (iii) allowable expenses directly attributable or reasonably allocable to certain development activities, commercialization activities, medical affairs activities, manufacturing activities or other relevant activities, as described in the Purchase Agreement. During the Profit Sharing Period, the Company will reimburse SPN for (i) certain payments under the exclusive license agreement between the Company and Memorial Sloan Kettering Cancer Center, (ii) certain costs incurred in connection with an ongoing post-marketing safety study of VOWST and (iii) 80.1% of all rent and other costs due to the landlord under the lease for the Company’s Waltham facility.

At Closing, in exchange for a payment to be made by SPN to Bacthera AG, the Long Term Manufacturing Agreement, dated November 8, 2021 between the Company and Bacthera AG (the “Bacthera Manufacturing Agreement”) was terminated and each of Bacthera and Seres released one another from any and all losses, liabilities or other obligations arising thereunder with respect to the period ending at the Closing Date, including without limitation any milestone payments required to be paid to Bacthera thereunder.

On the Closing Date, the Company and SPN entered into a securities purchase agreement (the “Securities Purchase Agreement”) pursuant to which SPN purchased 14,285,715 shares (the “Shares”) of common stock at Closing, at a purchase price per share of $1.05, for an aggregate purchase price of $15,000. Under the terms of the Securities Purchase Agreement, SPN agreed not to sell or transfer the Shares for a period of six months after Closing, subject to certain customary exceptions. The Company agreed to register the resale of the Shares by SPN within 90 days of Closing. On October 1, 2024, the Company filed a registration statement to register the Shares, which became effective on October 11, 2024. In addition, under the terms of the Securities Purchase Agreement, for as long as SPN, together with its affiliates, beneficially owns at least 10% of the Company’s outstanding shares of common stock, the Company has agreed to take such action within its control to include one individual designated by SPN in the slate of nominees recommended by the Company’s board of directors (or the applicable committee of the board of directors) to the Company’s stockholders for election to the board of directors at the applicable stockholder meeting. The Securities Purchase Agreement contains customary representations and warranties and closing conditions.

On the Closing Date, the Company entered into a TSA with Nestlé Enterprises S.A., an affiliate of SPN (“NESA”), which provides for services to be performed by the Company in order to facilitate a transition of the business associated with the VOWST Business to NESA and its affiliates. The scope of the transition services includes the provision of certain manufacturing services and certain administrative functions related to the VOWST Business and operations, including the maintenance of certain manufacturing services and the related facility in which such services are currently conducted. The Company will provide the manufacturing services until December 31, 2025, which period may be extended by up to six months (solely to ensure the manufacturing facility is in a state of compliance with the biologics license application for VOWST and readiness for potential regulatory inspection), and other services for the duration specified in the schedule to the TSA for each service. NESA has agreed to pay the Company for certain fixed costs, including a monthly fixed fee for preserved raw material suspension manufacturing, and will reimburse the Company for certain costs of the transition services performed by the Company under the TSA. The know-how and other intellectual property generated in connection with the performance of the TSA will be owned by NESA with the Company having a non-exclusive license to such know-how and other intellectual property under the Cross-License Agreement. During the term of the TSA, upon NESA's request, the Company will transfer the specifications for materials and documentation necessary to enable preserved raw material suspension manufacturing services to a third party service provider designated by NESA. In the event of a material failure by the Company to deliver preserved raw material suspension under the TSA, NESA will have step-in rights to negotiate to enter into a direct lease with the landlord of the manufacturing facility with respect to the portion of such facility used in connection with the VOWST Business or to cause such services to be performed, with any reasonable out-of-pocket costs and expenses incurred in connection therewith reimbursed by the Company.

At the Closing Date, the Company entered into a cross-license agreement with SPN under which the Company granted to SPN a perpetual, worldwide, non-exclusive, fully paid-up license under certain Company patents that have been issued or will issue in the

future and current know-how controlled by the Company that is not transferred to SPN pursuant to the Purchase Agreement. In the field of the treatment of Clostridioides difficile infections ("CDI") and recurrent CDI and associated complications (collectively, the “CDI Field”) the license to SPN under such Company patents and know-how will be exclusive to SPN for five years after Closing and co-exclusive between SPN and the Company following that five year period. The license from the Company to SPN is to issued Company patents that currently or in the future cover the Product or improvements thereof, and know-how that is used or reasonably useful in connection with the exploitation of the VOWST Business. The Company also granted SPN an exclusive, perpetual, worldwide, fully paid-up license under issued Company patents that currently or in the future cover the Product and improvements thereof and know-how that is used or reasonably useful in connection with the exploitation of the Product to exploit SER-262 in the CDI Field. SPN granted to the Company a perpetual, worldwide, non-exclusive license under the patents and know-how that are transferred to SPN pursuant to the Purchase Agreement or developed under the TSA, for the Company’s products for use outside of the CDI Field, and after five years from Closing for Company products containing designed, cultivated, bacterial consortia not manufactured using human stool (excluding SER-262) in the CDI Field. From and after Closing, certain license agreements between the Company, SPN, and/or their respective affiliates terminated and are of no further force or effect, except as contemplated by the Purchase Agreement. For example, on September 30, 2024, in connection with the Transaction, the 2016 License Agreement (the “2016 License Agreement”) with Nestec, Ltd., as succeeded by SPN (together with NHSc Rx License GmbH, their affiliates, and their subsidiaries “Nestlé”), and the 2021 License Agreement (the “2021 License Agreement”) with NHSc Pharma Partners, succeeded by NHSc Rx License GmbH (together with Société des Produits Nestlé S.A, their affiliates, and their subsidiaries “Nestlé”) were terminated upon mutual agreement of the parties, with provisions related to record retention, confidentiality obligations, indemnification obligations, intellectual property ownership, and any outstanding payment obligations surviving the termination of each of the 2016 License Agreement and 2021 License Agreement, respectively.

On the Closing Date, the parties entered into assignment and assumption of lease agreements (the “Assignment and Assumption Agreements”). Under the Assignment and Assumption Agreements, the Company assigned to SPN the Company’s rights in, to and under certain real property leases, and SPN assumed the liabilities related thereto.

On the Closing Date, the parties entered into an employee support agreement (the “Employee Support Agreement”). Under the Employee Support Agreement, among other things and subject to the terms and conditions therein, certain employees of the Company related to the VOWST Business who accepted employment with SPN or one of its designated affiliates provided the services they provided to the Company prior to the Transaction to SPN, as well as other services as SPN may reasonably request, from Closing until the day prior to the beginning of SPN’s or its designated affiliate’s next pay period following the Closing. SPN reimbursed the Company’s out of pocket costs in connection with such employees’ services, including certain compensation and benefits paid or provided to such employees pursuant to the terms of the Employee Support Agreement.

In connection with the Transaction, the Company fully retired its senior secured debt facility with Oaktree Capital Management. The Company intends to use the remaining proceeds to support the further advancement of SER-155 and the Company’s other wholly-owned cultivated live biotherapeutic candidates for medically vulnerable patient populations with potential to address large commercial opportunities.

The Company incurred certain significant costs relating to the Transaction, such as legal, accounting, financial advisory, printing and other professional services fees, as well as other customary payments. Through September 30, 2024, these costs amounted to approximately $9,016, which is included within the net income (loss) from discontinued operations, net of tax line item on the Company's condensed consolidated statement of operations.

Going Concern

The Company is subject to risks common to companies in the biotechnology industry including, but not limited to, new technological innovations, protection of proprietary technology, dependence on key personnel, compliance with government regulations and the need to obtain additional financing. The Company operates in an environment of rapid change in technology and substantial competition from pharmaceutical and biotechnology companies. In addition, the Company is dependent upon the services of its employees and consultants.

The accompanying condensed consolidated financial statements have been prepared on a basis which assumes that the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business. As of September 30, 2024, the Company had an accumulated deficit of $962,462 and cash and cash equivalents of $66,824.

The Company’s product candidates are in development, and will require significant additional research and development efforts, including extensive preclinical and clinical testing and regulatory approval, prior to potential commercialization. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s intellectual property will be obtained, or maintained, that any product candidate developed will obtain necessary government regulatory approval, or that any approved product will be commercially viable. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will generate significant revenue from product sales.

Primarily as a result of the costs associated with commercializing VOWST and continuing the research and development efforts for other product candidates and preclinical programs, the Company incurred a net loss from continuing operations of $110,134 and had net operating cash outflows of $109,727 for the nine months ended September 30, 2024. The Company expects that its operating losses and negative cash flows will continue for the foreseeable future. Based on the Company’s currently available cash resources, current and forecasted level of operations, and forecasted cash flows for the 12-month period subsequent to the date of issuance of these condensed consolidated financial statements, the Company will require additional funding to support its ongoing operations and meet its obligations as they come due. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

The Company’s ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due, and to generate profitable operations in the future. Management plans to provide for the Company’s capital requirements through financing or other strategic transactions, including potential business development transactions, and selling shares under the Company’s at the market equity offering. There can be no assurance that the Company will be able to raise additional capital to fund operations with terms acceptable to the Company, or at all. Because certain elements of management’s plans to mitigate the conditions that raised substantial doubt about the Company’s ability to continue as a going concern are outside of the Company’s control, including the ability to raise capital through an equity or other financing, those elements cannot be considered probable according to Accounting Standards Codification (“ASC”) 205-40, Going Concern (“ASC 205-40”), and therefore cannot be considered in the evaluation of mitigating factors. As a result, management has concluded that substantial doubt exists about the Company’s ability to continue as a going concern for 12 months from the date these condensed consolidated financial statements are issued. The accompanying condensed consolidated financial statements do not include any adjustments that may result from the outcome of this uncertainty.

Unaudited Interim Financial Information

The accompanying unaudited condensed consolidated financial statements as of September 30, 2024 and for the three and nine months ended September 30, 2024 and 2023 have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2023 included in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the SEC on March 5, 2024 (the “Annual Report”).

The unaudited condensed consolidated interim financial statements have been prepared on the same basis as the audited consolidated financial statements. The condensed consolidated balance sheet at December 31, 2023 was derived from audited annual financial statements, but does not contain all of the footnote disclosures from the annual financial statements. In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements contain all adjustments which are necessary for a fair statement of the Company’s financial position, results of operations, and cash flows for the periods presented. Such adjustments are of a normal and recurring nature. The results of operations for the three and nine months ended September 30, 2024 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2024.

In late September 2024, the Company’s VOWST Business met all the conditions to be classified as held for sale and, because the Company considers the disposal of the VOWST Business to be a strategic shift that will have a major effect on its operations and financial results, represented a discontinued operation. All assets and liabilities associated with the Company’s VOWST Business were therefore classified as assets and liabilities of discontinued operations in our condensed consolidated balance sheets for the periods presented. Further, all historical operating results for the Company’s VOWST Business are reflected within discontinued operations in the condensed consolidated statements of operations for all periods presented. For additional information, see Note 3, Discontinued Operations.

Our condensed consolidated financial statements include our accounts and the accounts of our wholly owned subsidiaries. All intercompany transactions have been eliminated in consolidation. The condensed consolidated financial statements have been prepared in conformity with U.S. GAAP.

Reclassifications

Certain amounts in prior periods have been reclassified to reflect the impact of the discontinued operations treatment of the VOWST Business in order to conform to the current period presentation.