0000950170-24-125928 | 10-Q | XBRL Viewer

Leases

9 Months Ended

Sep. 30, 2024

7. Leases

The Company’s only lease as of September 30, 2024 and December 31, 2023 was an operating lease for approximately 180,000 square feet of corporate office space, administrative areas and laboratories at 850 and 852 Winter Street in Waltham, Massachusetts, which includes 34,000 square feet of laboratory space (as amended, the “Winter Street Lease”). Under the terms of the Winter Street Lease, the Company also has the ability to sub-lease its corporate office and laboratory space. The original lease commenced in 2010 and was extended, at the Former Parent’s option, for approximately five years in 2020. The lease extension commenced in March 2021 for approximately 163,000 square feet of space and in September 2021 for the remaining approximately 17,000 square feet of space. The Winter Street Lease expires in 2026 and includes a tenant option to extend the term of the lease for an additional five-year period, which the Company is not reasonably certain to exercise.

The Winter Street Lease was assigned to the Company in connection with the Separation and is used solely for operations of the Company. The Former Parent has been primarily obligated to the landlord for the Winter Street Lease, and, following the Separation, the Former Parent is jointly and severally liable with the Company for, and continues to guarantee, all obligations under the Winter Street Lease. As of December 31, 2023, the Former Parent was the applicant with respect to a letter of credit security deposit that secured the obligations of the tenant under the Winter Street Lease. The Former Parent maintained a $1.9 million collateralized letter of credit (the “Former Parent Letter of Credit”) related to such security deposit as of December 31, 2023. As the Company did not have legal ownership over any bank accounts prior to the Separation, there were no cash or cash equivalents balances specifically attributable to the Company for the historical periods presented and, accordingly, no amount related to the Former Parent Letter of Credit was reflected in the consolidated financial statements prior to the Separation. On January 3, 2024, the Company entered into a $1.7 million collateralized letter of credit that secures the obligations of the tenant under the Winter Street Lease. This letter of credit replaced the $1.9 million Former Parent Letter of Credit.

On August 16, 2024, the Company entered into a sub-lease pursuant to which the Company sub-leased to a third party approximately 5,155 square feet of office space and approximately 3,739 square feet of laboratory space that the Company leases under the Winter Street Lease and the Company also entered into a separate sub-lease pursuant to which the Company sub-leased to another third party (both sub-lessees together, the “August Sub-lessees”) approximately 3,387 square feet of office space and approximately 2,690 square feet of laboratory space that the Company leases under the Winter Street Lease (both sub-leases together, the “August Sub-leases”). The August Sub-leases commenced on August 20, 2024 and are expected to terminate on April 18, 2026. Under the August Sub-leases, the August Sub-lessees will pay to the Company a total annualized fixed base rent of $0.5 million beginning 30 days after the commencement date of the August Sub-leases, as well as compensate the Company for the August Sub-lessees’ proportionate share of operating and other expenses related to the August Sub-leases. The August Sub-lessees’ base rent and proportionate share of operating and other expenses are included as contra-expense in the Company’s unaudited condensed consolidated statements of operations and comprehensive loss.

On October 11, 2024, the Company entered into a sub-lease (the “October Sub-lease”) pursuant to which the Company sub-leased to an additional third party (the “October Sub-lessee”) approximately 30,102 square feet of office space that the Company leases under the Winter Street Lease. Under the October Sub-lease, the October Sub-lessee will pay the Company an annualized fixed base rent of $0.7 million beginning on January 1, 2025, as well as compensate the Company for a proportionate share of operating and other expenses related to the October Sub-lease beginning with the commencement date of the October Sub-lease. The October Sub-lease commenced on November 1, 2024 and is expected to terminate on April 30, 2026.

As of the nine months ended September 30, 2024 and 2023, the incremental borrowing rate for the Winter Street Lease was 3.52%. As of September 30, 2024, the remaining term for the Winter Street Lease was 2.1 years. Cash paid for amounts included in the measurement of lease liabilities is included within cash flows from operating activities. During the three and nine months ended September 30, 2024, cash paid by the Company for amounts included for the measurement of lease liabilities was $1.6 million and $4.9 million, respectively. During the three and nine months ended September 30, 2023, cash paid by the Former Parent for amounts included for the measurement of lease liabilities was $1.6 million and $4.8 million, respectively.

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


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(in thousands)	2024		2023		2024		2023
Operating lease cost	$	1,398	$	1,419	$	4,211	$	4,388
Variable lease cost		1,111		1,158		3,410		3,741
Total lease cost	$	2,509	$	2,577	$	7,621	$	8,129

Future lease payments under non-cancelable leases as of September 30, 2024 consisted of the following:


(in thousands)	September 30, 2024
Remainder of 2024	$	739
2025		6,642
2026		2,484
Total operating lease payments	$	9,865
Less: imputed interest		(319	)
Total operating lease liabilities	$	9,546

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:


	September 30,			December 31,
(in thousands)	2024			2023
Furniture, fixtures and equipment	$	21,845		$	21,738
Leasehold improvements		23,333			23,333
Construction in progress		—			15
Subtotal		45,178			45,086
Less: accumulated depreciation		(36,327	)		(33,683	)
Total property and equipment, net	$	8,851		$	11,403

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$ (94,240)	$ (147,911)
Adjustments to reconcile net loss to cash flows from operating activities:
Depreciation	$ 900	2,644	1,954
Share-based compensation expense		4,419	8,877
Amortization of discount on marketable securities		(2,961)
Changes in assets and liabilities:
Receivable from Former Parent		4,155
Prepaid expenses		(5,999)	729
Other current assets		36	(1,054)
Right-of-use assets		4,114	5,648
Other assets		(27)
Accounts payable and accrued expenses		(3,591)	(15,291)
Operating lease liabilities		(5,463)	(4,391)
Other liabilities		138	(85)
Cash flows used in operating activities		(96,775)	(151,524)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of marketable securities		(167,475)
Sales and maturities of marketable securities		106,000
Additions of property and equipment		(69)	(2,274)
Cash flows used in investing activities		(61,544)	(2,274)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of ordinary shares under employee share plans		196
Net transfers from Former parent			153,798
Cash flows provided by financing activities		196	153,798
Net decrease in cash, cash equivalents and restricted cash		(158,123)
Cash, cash equivalents and restricted cash-beginning of period		271,110
Cash, cash equivalents and restricted cash-end of period	112,987	112,987
Non-cash investing and financing activities:
Purchased capital expenditures included in accounts payable and accrued expenses		23	$ 345
Reconciliation Of Balance Sheet To Statement Of Cash Flows Abstract
Cash and cash equivalents	111,018	111,018		$ 270,852
Restricted cash	1,969	1,969		300
Total cash, cash equivalents and restricted cash as shown in the statement of cash flows	$ 112,987	$ 112,987		$ 271,110

Basis of Presentation and Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts of Mural Oncology plc and its wholly-owned subsidiaries. For the periods prior to the Separation, the accompanying unaudited condensed consolidated financial statements of the Company have been prepared on a standalone basis and are derived from the Former Parent’s consolidated financial statements and accounting records. All intercompany transactions and accounts within the Company have been eliminated. The unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and, for the periods prior to the Separation, reflect the historical results of operations, financial position and cash flows of Mural, as included in the consolidated financial statements of the Former Parent and using the Former Parent’s historical accounting policies. For the periods prior to the Separation, these unaudited condensed consolidated financial statements do not purport to reflect what the Company’s results of operations, financial position or cash flows would have been had the Company operated as a standalone public company prior to the Separation, nor are they necessarily indicative of the Company’s future results of operations, financial position, or cash flows. As the Company’s operations were not historically held by a single legal entity or separate legal entities, net parent investment is shown in lieu of stockholders’ equity in the historical combined financial statements for the periods prior to the Separation. Net parent investment represents the cumulative investment by the Former Parent in the Company through the dates presented, inclusive of operating results. All transactions between the Company and the Former Parent are considered to be effectively settled in the unaudited condensed consolidated financial statements at the time the transaction is recorded. The effects of the settlement of these transactions between the Company and the Former Parent are reflected in the unaudited condensed consolidated statements of cash flows as “Net transfers from Former Parent” within financing activities and in the unaudited condensed consolidated statements of equity (deficit) as “Net parent investment.” Historically, the Company was dependent upon the Former Parent for all of its working capital and financing requirements, as the Former Parent used a centralized approach to cash management and financing its operations. There were no cash amounts specifically attributable to the Company for the historical periods presented prior to the Separation. Financing transactions prior to the Separation related to the Former Parent are accounted for as a financing activity on the accompanying unaudited condensed consolidated statements of cash flows through the date of the Separation. In connection with the Separation, certain assets and liabilities that were included on the consolidated balance sheet prior to the Separation were retained by the Former Parent and were therefore adjusted through net parent investment in the Company’s consolidated financial statements. The unaudited condensed consolidated financial statements of the Company include, for the periods prior to the Separation, the assets, liabilities, and expenses of the Former Parent that management has determined are specifically identifiable to the Company, such as those related to direct internal and external R&D activities as well as leases and fixed assets specifically identifiable to the oncology business. Based on the nature of the Company as a pre-revenue, development-stage biotechnology company, the unaudited condensed consolidated financial statements of the Company do not include any revenue or commercial expenses of the Former Parent. The unaudited condensed consolidated financial statements of the Company also include, for the periods prior to the Separation, an allocation of costs that were not directly attributable to the operations of the Company, including the costs of general and administrative support functions that were provided by the Former Parent, such as senior management, information technology, legal, accounting and finance, human resources, facility, and other corporate services. In addition, the Company’s unaudited condensed consolidated financial statements include, for the periods prior to the Separation, an allocation of certain R&D costs not directly attributable to individual programs. These costs have been allocated to the Company for the purposes of preparing the unaudited condensed consolidated financial statements based on proportional cost allocation methods using headcount, square footage or proportional hours worked supporting the Company and other organizational activities, as applicable, which are considered to be reasonable reflections of the utilization of services provided or benefit received by the Company during the periods presented. Management considers that such allocations have been made on a reasonable basis; however, these allocations may not necessarily be indicative of the costs that would have been incurred if the Company had operated on a standalone basis for the periods presented and, therefore, may not reflect the Company’s results of operations, financial position, and cash flows had the Company operated as a standalone entity during the periods presented. See Note 12, Related Parties, for additional information regarding related-party transactions with the Former Parent. The Company has incurred, and expects to continue incur, additional operating expenses to operate as an independent publicly traded company, including various corporate functions, incremental information technology-related costs and incremental costs to operate standalone accounting, legal and other administrative functions. These functions were provided to the Company prior to the Separation by the Former Parent and will continue under a transition services agreement with the Former Parent or will be performed using the Company’s own resources.
Unaudited Interim Financial Information	Unaudited Interim Financial Information The accompanying condensed consolidated financial statements of the Company for the three and nine months ended September 30, 2024 are unaudited and have been prepared on a basis substantially consistent with the audited financial statements for the year ended December 31, 2023. The condensed consolidated financial statements for the three and nine months ended September 30, 2023 were derived from the Former Parent’s audited financial statements. The year-end condensed consolidated balance sheet data, which are presented for comparative purposes, were derived from audited financial statements but do not include all disclosures required by GAAP. In the opinion of management, the condensed consolidated financial statements include all adjustments of a normal recurring nature that are necessary to state fairly the results of operations for the reported periods. The financial data and other information disclosed in these notes related to the three and nine months ended September 30, 2024 and 2023 are also unaudited. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial statements. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements as of and for the year ended December 31, 2023 and the notes thereto, which are included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “Annual Report on Form 10-K”). The results for the three and nine months ended September 30, 2024 are not necessarily indicative of results to be expected for the year ending December 31, 2024, any other interim periods, or any future year or period.
Use of Estimates	Use of Estimates The preparation of the Company’s unaudited condensed consolidated financial statements in accordance with GAAP requires the Company to make estimates, judgments and assumptions that may affect the reported amounts of assets, liabilities and expenses and the related disclosure of contingent assets and liabilities. On an ongoing basis, the Company evaluates its estimates and judgments and methodologies, including but not limited to, those related to allocations of expenses, assets and liabilities from the Former Parent’s historical financials to the Company, the impairment of long-lived assets, and measurement of share-based compensation, leases, and income taxes including the valuation allowance for deferred tax assets. The Company bases its estimates on historical experience of the Former Parent and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions.
Significant Accounting Policies	Significant Accounting Policies The significant accounting policies used in preparation of these unaudited condensed consolidated financial statements as of and for the three and nine months ended September 30, 2024 and 2023 are consistent with those discussed herein and in Note 2, Basis of Presentation and Summary of Significant Accounting Policies, in the “Notes to Consolidated Financial Statements” accompanying the Company’s Annual Report on Form 10-K.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (the “FASB”) or other standard-setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures (“ASU 280”). ASU 280 requires public entities to disclose significant segment expenses that are regularly provided to the chief operating decision maker and to disclose how reported measures of segment profit or loss are used in assessing segment performance and allocating resources. The amendments in ASU-280 are effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is evaluating the impact of the adoption of ASU-280 on its consolidated financial statements and related disclosures and does not expect the adoption of ASU-280 to have a material impact on the Company’s consolidated financial statements. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU-740”). ASU-740 requires public entities to provide enhanced disclosure of specific categories of reconciling items included in the rate reconciliation; disclosure of the nature, effect and underlying causes of each reconciling item in the rate reconciliation and the judgment used in the categorization of such items; and enhanced disclosures for income taxes paid. The amendments in this ASU are effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is evaluating the impact of the adoption of ASU-740 on its consolidated financial statements and disclosures.

Property and Equipment, Net - Additional Information (Details) - 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 expense	$ 900	$ 800	$ 2,644	$ 1,954

Commitments and Contingencies

9 Months Ended

Sep. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

10. Commitments and Contingencies

The Company, from time to time, may be involved with lawsuits arising in the ordinary course of business. the Company is not involved in any pending legal proceedings that it believes could have a material adverse effect on its financial condition, results of operations or cash flows.

In the normal course of business, the Company contracts with third parties for preclinical, clinical and other research and development services. These contracts generally do not contain minimum purchase commitments and are cancellable upon notice by the Company. The Company has, however, entered into agreements with contract manufacturing organizations that include noncancellable costs or that may be subject to cancellation fees. As of September 30, 2024, open purchase commitments for such noncancellable contract manufacturing costs totaled approximately $9.2 million.

See Note 7, Leases, for information related to the Company’s lease obligations.

See Note 1, Organization and Description of Business, for information related to the tax matters agreement, which governs the Company’s and the Former Parent’s respective rights, responsibilities, and obligations with respect to taxes and which contains certain indemnifications.

Share-Based Compensation - Summary of Restricted Share Activity (Details) - 2023 Plan and 2024 Plan - Restricted Stock Units	9 Months Ended
	Sep. 30, 2024 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unvested outstanding at December 31, 2023, Beginning Balance \| shares	1,129,512
Granted, Number of Shares \| shares	253,386
Vested, Number of Shares \| shares	(287,448)
Cancelled/forfeited \| shares	(234,863)
Unvested outstanding at September 30, 2024 ,Number of Shares, Ending Balance \| shares	860,587
Unvested outstanding at December 31, 2023, Weighted-Average Grant Date Fair Value Per Share, Beginning Balance \| $ / shares	$ 4.45
Granted, Weighted-Average Grant Date Fair Value Per Share \| $ / shares	4.96
Vested, Weighted-Average Grant Date Fair Value Per Share \| $ / shares	4.48
Cancelled/forfeited, Weighted-Average Grant Date Fair Value Per Share \| $ / shares	4.63
Unvested outstanding at September 30, 2024, Weighted-Average Grant Date Fair Value Per Share, Ending Balance \| $ / shares	$ 4.54

Accrued Expenses

9 Months Ended

Sep. 30, 2024

Payables and Accruals [Abstract]

Accrued Expenses

6. Accrued Expenses

Accrued expenses consisted of the following:


	September 30,		December 31,
(in thousands)	2024		2023
Accrued external research and development services	$	10,547	$	8,543
Accrued compensation		5,430		5,858
Accrued general and administrative		1,170		2,545
Accrued other		61		—
Total accrued expenses	$	17,208	$	16,946

Cash, Cash Equivalents and Marketable Securities - Additional Information (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Cash and Cash Equivalents [Abstract]
Cash and cash equivalents	$ 111,018	$ 270,852
Marketable securities	64,483	0
Long-term restricted cash balance	$ 1,969	$ 300

Share-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Summary of Assumption Estimate Fair Value of Stock Options Granted

The following average assumptions were used to estimate the fair value of stock options granted by the Company during the nine months ended September 30, 2024 using the Black-Scholes option pricing model:


		Nine Months Ended September 30, 2024
Risk-free interest rate		3.5% - 4.6%
Dividend rate		0%
Expected volatility		82% - 87%
Expected life (years)		2.0 - 6.2

Summary of Stock Option Activity

A summary of stock option activity under the 2023 Plan and the 2024 Plan for the nine months ended September 30, 2024 is as follows:


	Number of Options			Weighted-Average Exercise Price
Options outstanding at December 31, 2023		3,348,715		$	4.53
Granted		535,881		$	4.79
Cancelled/forfeited		(1,003,997	)	$	4.61
Exercised		(61,762	)	$	3.18
Options outstanding at September 30, 2024		2,818,837		$	4.58
Options exercisable at September 30, 2024		1,087,411		$	4.75

Summary of Restricted Share Activity

A summary of RSU activity under the 2023 Plan and the 2024 Plan for the nine months ended September 30, 2024 is as follows:


	Number of Shares			Weighted-Average Grant Date Fair Value Per Share
Unvested outstanding at December 31, 2023		1,129,512		$	4.45
Granted		253,386		$	4.96
Vested		(287,448	)	$	4.48
Cancelled/forfeited		(234,863	)	$	4.63
Unvested outstanding at September 30, 2024		860,587		$	4.54

Schedule of Share-Based Compensation Expense

The following table represents share-based compensation expense included in the Company’s unaudited condensed consolidated statements of operations and comprehensive loss:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2024		2023		2024		2023
Research and development	$	368	$	1,401	$	1,835	$	6,000
General and administrative		662		1,582		2,584		2,877
Total share-based compensation expense	$	1,030	$	2,983	$	4,419	$	8,877

Organization and Description of Business

9 Months Ended

Sep. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Description of Business

1. Organization and Description of Business

Mural Oncology plc, an Irish public limited company, and its consolidated subsidiaries (“Mural” or the “Company”) is a clinical-stage oncology business focused on discovering and developing immunotherapies that may meaningfully improve the lives of patients with cancer. By leveraging its core competencies in immune cell modulation and protein engineering, the Company has developed a portfolio of investigational cytokine therapies designed to address areas of unmet need for patients with a variety of cancers. The Company was established as a shelf company in May 2017 as a private company limited by shares and was de-shelved in 2023 in connection with the Separation. In August 2023, the legal status of the Company under Irish law was altered to that of a public limited company.

The accompanying financial statements include the combined, historical financial position, results of operations, net parent investment and cash flows of Alkermes plc, an Irish public limited company, and its consolidated subsidiaries’ (the “Former Parent” or “Alkermes”) oncology business (the “oncology business”) as it was historically managed as part of the Former Parent prior to the completion of the separation of the Former Parent’s oncology business from the Former Parent’s neuroscience business on November 15, 2023 (the “Separation”), and the creation of the Company, as a result of the Distribution (as defined below), as an independent, publicly traded company, which holds the assets, liabilities, and operations associated with the oncology business.

The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry. There can be no assurance that the Company’s research and development (“R&D”) will be successfully completed, that any products developed will obtain necessary government regulatory approval or that any products, if approved, will be commercially viable. The Company operates in an environment of rapid technological innovation and substantial competition from pharmaceutical and biotechnological companies. In addition, the Company is dependent upon the services of its employees, consultants and service providers. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will realize significant product revenue from product sales.

The Separation

On November 2, 2022, the Former Parent announced its intent, as approved by its board of directors, to explore the Separation.

In connection with the Separation, on November 13, 2023, the Company entered into certain agreements with the Former Parent to provide a framework for the Company’s relationship with the Former Parent following the Separation. These agreements include:

•

a separation agreement;

•

a tax matters agreement;

•

an employee matters agreement;

•

a lease assumption agreement; and

•

transition services agreements.

The separation agreement sets forth the Company’s agreements with the Former Parent regarding the principal actions to be taken by the Company and the Former Parent in connection with the Separation, including those related to the distribution of the Company’s ordinary shares to the Former Parent’s shareholders (the “Distribution”). The separation agreement identifies the assets transferred to, liabilities assumed by and contracts assigned to the Company, including the Winter Street Lease (as defined in Note 7, Leases), as part of the Separation, and provides for when and how such transfers, assumptions and assignments occurred. Under the terms of the separation agreement, the Former Parent granted the Company a perpetual, worldwide, non-exclusive, royalty-free, fully paid-up license (or, as the case may be, sublicense) to any intellectual property controlled by the Former Parent as of the date of the Distribution, allowing the Company to use such intellectual property for the oncology business, and the Company granted the Former Parent a perpetual, worldwide, non-exclusive, royalty-free, fully paid-up license (or, as the case may be, sublicense) to intellectual property transferred to the Company as part of the Separation for the Former Parent’s use outside of the oncology business. Each of the Company and the Former Parent agreed to releases with respect to pre-Distribution claims, and cross-indemnities with respect to post-Distribution claims, that are principally designed to place financial responsibility for the obligations and liabilities allocated to the Company under the separation agreement with the Company, and financial responsibility for the obligations and liabilities allocated to the Former Parent under the separation agreement with the Former Parent.

The tax matters agreement governs the Company’s and the Former Parent’s respective rights, responsibilities, and obligations with respect to taxes (including taxes arising in the ordinary course of business and incurred as a result of any failure of the Distribution, together with certain related transactions, to qualify as tax-free for U.S. federal income tax purposes), tax attributes, the

preparation and filing of tax returns, the control of audits and other tax proceedings, and assistance and cooperation in respect to tax matters.

The employee matters agreement, as amended in December 2023, governs the Company’s and the Former Parent’s rights, responsibilities, and obligations after the Separation with respect to employment, benefits and compensation matters relating to employees and former employees (and their respective dependents and beneficiaries) who are or were associated with the Former Parent, including those who became employees of the Company in connection with the Separation. The employee matters agreement also specifies the allocation of assets and liabilities generally relating to employees, employment or service-related matters and employee benefit plans; other human resources, employment and employee benefits matters; and the treatment of equity-based awards granted by the Former Parent prior to the Separation to employees who became employees of the Company in connection with the Separation.

Under the terms of the lease assumption agreement, the Company assumed all of the Former Parent’s obligations under the Winter Street Lease.

The Company and the Former Parent entered into two transition services agreements, pursuant to one of which the Former Parent and its subsidiaries agreed to provide, on an interim, transitional basis, various services to the Company, and the second of which the Company and its subsidiaries agreed to provide certain services to the Former Parent, in each case for a term of two years following the Separation, unless earlier terminated in accordance with the terms of the applicable agreement.

On November 14, 2023, in connection with the Separation, the Company received a cash contribution of $275.0 million from the Former Parent.

The Former Parent effected the Separation through the Distribution on November 15, 2023. On the effective date of the Distribution, each Alkermes shareholder received one ordinary share of the Company for every ten ordinary shares of Alkermes held as of the close of business on November 6, 2023, the record date for the Distribution. Registered shareholders received cash in lieu of any fractional ordinary shares of the Company that they would have received as a result of the application of the distribution ratio. As a result of the Separation and the Distribution, the Company operates as an independent, publicly traded company and commenced trading under the symbol “MURA” on the Nasdaq Global Market on November 16, 2023.

Liquidity

Under Accounting Standards Update ("ASU") No. 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40), the Company has the responsibility to evaluate whether conditions and/or events raise substantial doubt about its ability to meet its future financial obligations as they become due within one year after the date that the financial statements are issued. The Company has generated operating losses for all the historical periods presented and expects to continue to generate operating losses for the foreseeable future. The Company expects to fund its operations and capital needs through the funding received from the Former Parent through the date of the Separation, including the cash contribution of $275.0 million received from the Former Parent at the time of the Separation. The Company’s continued operations were dependent on the funding received from the Former Parent through the Separation and, going forward, will be dependent on its ability to generate cash from operating activities and to raise additional capital to finance its future operations subsequent to the Separation. The Company will need additional financing to support its continuing operations and further develop or commercialize any product candidates. If the Company is unable to obtain additional funding on a timely basis, it may be forced to significantly curtail, delay, or discontinue one or more of the planned research or development programs or be unable to expand or continue operations. There is no assurance that the Company will be successful in obtaining sufficient funding on terms acceptable to the Company to fund continuing operations, if at all. For the four-year period beginning two years before and ending two years after the Distribution, the Company is prohibited under the tax matters agreement with the Former Parent from taking or failing to take actions that would prevent the Separation and the Distribution, in relevant part and together with certain related transactions, from qualifying as transactions that are tax-free for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Internal Revenue Code of 1986, as amended (the “Code”), which may limit for a period of time the Company’s ability to pursue certain strategic transactions, equity issuances or repurchases or other transactions.

The Company expects that, based on its current operating plans, the Company’s existing cash, cash equivalents and marketable securities will be sufficient to fund its current planned operations for at least the next twelve months from the issuance of these unaudited condensed consolidated financial statements.

Income Taxes - 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 Tax Disclosure [Abstract]
Income tax provisions	$ 0	$ 4,966	$ 0	$ 10,185

- 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
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/exampleRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
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-Name Accounting Standards Codification
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
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-Topic 740
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
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-SubTopic 10
-Topic 235
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

+ Details

Accrued Expenses - Components of Accrued Expenses (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Accrued external research and development services	$ 10,547	$ 8,543
Accrued compensation	5,430	5,858
Accrued general and administrative	1,170	2,545
Accrued other	61	0
Total accrued expenses	$ 17,208	$ 16,946

Share-Based Compensation - Additional Information (Details) $ / shares in Units, $ in Thousands	9 Months Ended
	Sep. 30, 2024 USD ($) $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of common stock authorized for issuance	5,000,000
Exercisable weighted average remaining contractual term	6 years 3 months 18 days
Weighted average aggregate intrinsic value \| $	$ 1
Weighted average contractual remaining life	7 years 8 months 12 days
Weighted average exercise price \| $ / shares	$ 4.58
Stock options vested or expected to vest	2,700,000
Weighted-average grant date fair value of options \| $ / shares	$ 3.26
Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Aggregate intrinsic value of stock options exercisable \| $	$ 1
2023 Stock Option and Incentive Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, description	The 2023 Plan provides that the number of shares reserved and available for issuance under the 2023 Plan will be automatically increased on January 1, 2025, and each January 1 thereafter, in an amount equal to (i) 5% of the outstanding number of the Company’s ordinary shares on the immediately preceding December 31, or (ii) such lesser number of shares as determined by the 2023 Plan Administrator.
Percentage of outstanding our common stock	5.00%
Ordinary shares reserved and available for issuance	1,151,966
2023 Employee Stock Purchase Plan \| Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of common stock authorized for issuance	100,000
2023 Employee Stock Purchase Plan \| Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of common stock authorized for issuance	100,000
2023 Employee Stock Purchase Plan \| Common Stock
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Percentage of outstanding our common stock	1.00%
2024 Inducement Stock Option and Incentive Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Ordinary shares reserved and available for issuance	119,400
Options
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized share-based compensation expense \| $	$ 2,600
Unvested stock options weighted average period	1 year 6 months
Restricted Stock Units
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized share-based compensation expense \| $	$ 1,700
Unvested stock options weighted average period	1 year 4 months 24 days

Net Loss per Share (Tables)

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Schedule of Number of Ordinary Shares Underlying Potentially Dilutive Securities

As of September 30, 2024 and 2023, the number of ordinary shares underlying potentially dilutive securities consist of:


	September 30,
	2024		2023
Options to purchase ordinary shares		2,818,837		—
Restricted share units		860,587		—
Total		3,679,424		—

Fair Value

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

Fair Value

4. Fair Value

The following table presents information about the Company’s financial assets measured and recognized at fair value on a recurring basis classified under the appropriate level of the fair value hierarchy as of September 30, 2024. The fair value of these financial assets was determined based on three levels of input as follows:

•

Level 1 - Quoted prices in active markets for identical assets;

•

Level 2 - Observable inputs other than quoted prices in active markets; and

•

Level 3 - Unobservable inputs.


(in thousands)	September 30, 2024		Level 1		Level 2		Level 3
Assets:
Money market mutual funds in cash equivalents	$	110,518	$	110,518	$	—	$	—
Marketable securities:
U.S. treasury securities		43,103		—		43,103		—
U.S. government agency bonds		21,380		—		21,380		—
Total	$	175,001	$	110,518	$	64,483	$	—


(in thousands)	December 31, 2023		Level 1		Level 2		Level 3
Assets:
Money market mutual funds in cash equivalents	$	268,720	$	268,720	$	—	$	—
Total	$	268,720	$	268,720	$	—	$	—

- 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
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 107
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-107

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
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-URI https://asc.fasb.org/1943274/2147482078/820-10-55-100

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478119/940-820-50-1

+ Details

Cash, Cash Equivalents and Marketable Securities - Schedule of Marketable Securities (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2024 USD ($)
Marketable Securities [Line Items]
Amortized Cost	$ 64,436
Gross Unrealized Gains	47
Estimated Fair Value	64,483
U.S. treasury securities
Marketable Securities [Line Items]
Amortized Cost	43,071
Gross Unrealized Gains	32
Estimated Fair Value	43,103
U.S. government agency bonds
Marketable Securities [Line Items]
Amortized Cost	21,365
Gross Unrealized Gains	15
Estimated Fair Value	$ 21,380

Related Parties - Additional Information (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
Related Party Transaction [Line Items]
General and administrative expense	$ 6,513	$ 5,959	$ 20,411	$ 14,436
Research and development expense	27,585	40,354	81,997	123,290
Receivable from former parent	1,393		1,393		$ 5,548
Corporate Expense Allocations \| Alkermes
Related Party Transaction [Line Items]
General and administrative expense		8,800		2,500
Research and development expense		$ 3,900		$ 12,900
Receivable from former parent	1,400		1,400
Cash received from former parent	1,000		7,400
Paid to former parent pursuant to transition services agreements	$ 400		$ 5,300

Cash, Cash Equivalents and Marketable Securities (Tables)

9 Months Ended

Sep. 30, 2024

Cash and Cash Equivalents [Abstract]

Schedule of Marketable Securities

Marketable securities, all of which had maturities of less than one year, consisted of the following:


	September 30, 2024
(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Marketable securities:
U.S. treasury securities	$	43,071	$	32	$	—	$	43,103
U.S. government agency bonds		21,365		15		—		21,380
Total marketable securities	$	64,436	$	47	$	—	$	64,483

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Preferred shares, par value	$ 0.01	$ 0.01
Preferred shares, shares authorized	50,000,000	50,000,000
Preferred shares, shares issued	0	0
Preferred shares, shares outstanding	0	0
Ordinary shares, par value	$ 0.01	$ 0.01
Ordinary shares, shares authorized	450,000,000	450,000,000
Ordinary shares, shares issued	17,038,950	16,689,740
Ordinary shares, shares outstanding	17,038,950	16,689,740

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - 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	$ 27,585	$ 40,354	$ 81,997	$ 123,290
General and administrative	6,513	5,959	20,411	14,436
Total operating expenses	34,098	46,313	102,408	137,726
Operating loss	(34,098)	(46,313)	(102,408)	(137,726)
Other income	2,339		8,168
Income tax provision	0	(4,966)	0	(10,185)
Net loss	(31,759)	(51,279)	(94,240)	(147,911)
Other comprehensive gain:
Unrealized gain on marketable securities	101		47
Other comprehensive gain	101		47
Comprehensive loss	$ (31,658)	$ (51,279)	$ (94,193)	$ (147,911)
Net loss per ordinary share - basic	$ (1.87)	$ (3.07)	$ (5.57)	$ (8.86)
Net loss per ordinary share - diluted	$ (1.87)	$ (3.07)	$ (5.57)	$ (8.86)
Weighted average ordinary shares outstanding - basic	17,028,552	16,689,740	16,916,096	16,689,740
Weighted average ordinary shares outstanding - diluted	17,028,552	16,689,740	16,916,096	16,689,740

Net Loss per Share - Schedule of Number of Ordinary Shares Underlying Potentially Dilutive Securities (Details) - shares	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	3,679,424	0
Options to Purchase Ordinary Shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	2,818,837
Restricted Stock Units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	860,587

Fair Value - Financial Assets Measured and Recognized at Fair Value on Recurring Basis (Details) - Recurring - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	$ 175,001	$ 268,720
Money Market Mutual Funds in Cash Equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	110,518	268,720
U.S. treasury securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	43,103
U.S. government agency bonds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	21,380
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	110,518	268,720
Level 1 \| Money Market Mutual Funds in Cash Equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	110,518	$ 268,720
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	64,483
Level 2 \| U.S. treasury securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	43,103
Level 2 \| U.S. government agency bonds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	$ 21,380

Leases - Summary of Effect of Lease Costs in Unaudited Condensed Combined Statements of Operations (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 cost	$ 1,398	$ 1,419	$ 4,211	$ 4,388
Variable lease cost	1,111	1,158	3,410	3,741
Total lease costs	$ 2,509	$ 2,577	$ 7,621	$ 8,129

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2024	Nov. 01, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Current Fiscal Year End Date	--12-31
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-41837
Entity Registrant Name	Mural Oncology plc
Entity Central Index Key	0001971543
Entity Incorporation, State or Country Code	L2
Entity Tax Identification Number	98-1748617
Entity Address, Address Line One	10 Earlsfort Terrace
Entity Address, City or Town	Dublin 2
Entity Address, Country	IE
Entity Address, Postal Zip Code	D02 T380
City Area Code	353
Local Phone Number	1-905-8020
Title of 12(b) Security	Ordinary shares, nominal value $0.01 per share
Trading Symbol	MURA
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		17,060,310

Related Parties

9 Months Ended

Sep. 30, 2024

Related Parties

12. Related Parties

Corporate expenses prior to the Separation represent shared costs of the Former Parent that have been allocated to the Company based on a systematic and rational methodology and are reflected as expenses in these unaudited condensed consolidated financial statements. These amounts include, but are not limited to, items such as general management and executive oversight, costs to support the Company’s information technology infrastructure, facilities, compliance, human resources, legal and finance functions, risk management, and share-based compensation administration, all of which support the operations of the Former Parent as a whole. Corporate expense allocations in the periods prior to the Separation were generally allocated to the Company based on proportional cost allocation methods using headcount, square footage, or proportional hours worked supporting the Company and other organizational activities, as applicable, which are considered to be reasonable reflections of the utilization of services provided or benefit received by the Company during the periods presented. Total corporate expense allocations from the Former Parent for the periods prior to the Separation in general and administrative expenses were $2.5 million and $8.8 million during the three and nine months ended September 30, 2023, respectively. Total corporate expense allocations from the Former Parent for the periods prior to the Separation in R&D expenses were $3.9 million and $12.9 million during the three and nine months ended September 30, 2023, respectively. The Former Parent assumed all of the outstanding accrued liabilities and accounts payable related to the oncology business as of the date of the Separation.

Management considers the allocation methodologies used to be reasonable and appropriate reflections of the related expenses attributable to the Company prior to the Separation for purposes of the unaudited condensed consolidated financial statements; however, the expenses reflected in these unaudited condensed consolidated financial statements may not be indicative of the actual expenses that would have been incurred during the periods presented prior to the Separation if the Company had operated as a standalone entity. In addition, the expenses reflected in the unaudited condensed consolidated financial statements may not be indicative of expenses that will be incurred in the future by the Company.

See Note 1, Organization and Description of Business, for details of the Company’s cash and financing arrangements. As of the date these unaudited condensed consolidated financial statements were available for issuance, there were no existing intercompany debt or other financing agreements in place with the Former Parent. As of September 30, 2024, the Company had a receivable from the Former Parent of $1.4 million pursuant to the transition services agreements. During the three and nine months ended September 30, 2024, the Company received $1.0 million and $7.4 million, respectively, from the Former Parent and paid $0.4 million and $5.3 million, respectively, to the Former Parent pursuant to the transition services agreements.

See Note 2, Basis of Presentation and Summary of Significant Accounting Policies, for additional information on the preparation and basis of presentation of these consolidated financial statements, including the treatment of certain R&D costs not directly attributable to individual programs, cash and cash equivalents, share-based compensation, and 401(k) Plan expenses.

As of the date of the Separation, the Former Parent was no longer a related party to the Company.

- 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
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-URI https://asc.fasb.org/1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
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-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Name Accounting Standards Codification
-Section 50
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-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-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
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
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-Section 50
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

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

+ Details

Share-Based Compensation

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Share-Based Compensation

8. Share-Based Compensation

2023 Stock Option and Incentive Plan

The Company’s 2023 Stock Option and Incentive Plan (the “2023 Plan”), which became effective on October 30, 2023, provides for the grant of up to 5,000,000 of the Company’s ordinary shares. The 2023 Plan allows the Company to make equity-based and cash-based incentive awards such as stock options, share appreciation rights, RSUs, restricted share awards, unrestricted share awards, cash-based awards, and dividend equivalent rights to officers, employees, non-employee directors, and consultants, subject to the provisions of the 2023 Plan.

The 2023 Plan provides that the number of shares reserved and available for issuance under the 2023 Plan will be automatically increased on January 1, 2025, and each January 1 thereafter, in an amount equal to (i) 5% of the outstanding number of the Company’s ordinary shares on the immediately preceding December 31, or (ii) such lesser number of shares as determined by the 2023 Plan Administrator. The ordinary shares underlying any awards under the 2023 Plan that are forfeited, cancelled or held back upon exercise of settlement of an award to satisfy the exercise price or any tax withholding obligation, or are otherwise terminated or forfeited (other than by exercise) will be added back to the ordinary shares available for issuance under the 2023 Plan. At September 30, 2024, 1,151,966 ordinary shares were reserved and available for issuance under the 2023 Plan.

2023 Employee Stock Purchase Plan

The Company’s 2023 Employee Stock Purchase Plan (the “ESPP”) became effective on October 30, 2023. The ESPP initially reserves and authorizes the issuance of up to a total of 100,000 of the Company’s ordinary shares to participating employees. The ESPP provides that the number of shares reserved and available for issuance will automatically increase on January 1, 2025 and each January 1 thereafter through January 1, 2034, by the least of (i) 100,000 ordinary shares, (ii) 1% of the outstanding number of ordinary shares on the immediately preceding December 31, or (iii) such lesser number of ordinary shares as determined by the administrator of the ESPP.

2024 Inducement Stock Option and Incentive Plan

The Company’s 2024 Inducement Stock Option and Incentive Plan (the “2024 Plan”), which became effective on January 12, 2024, provides for the grant of up to 300,000 of the Company’s ordinary shares. The 2024 Plan allows the Company to make equity-based incentive awards such as non-qualified stock options, share appreciation rights, RSUs, restricted share awards, unrestricted share awards, and dividend equivalent rights to persons who (a) were not previously an employee or director of the Company or (b) are commencing employment with the Company following a bona fide period of non-employment with the Company, in either case as an inducement material to the individual’s entering into employment with the Company and in accordance with the requirements of Nasdaq Stock Market Rule 5635(c)(4), subject to the provisions of the 2024 Plan.

The ordinary shares underlying any awards under the 2024 Plan that are forfeited, cancelled or held back upon exercise of settlement of an award to satisfy the exercise price or any tax withholding obligation, or are otherwise terminated or forfeited (other than by exercise) will be added back to the ordinary shares available for issuance under the 2024 Plan. At September 30, 2024, 119,400 ordinary shares were reserved and available for issuance under the 2024 Plan.

Converted Awards

On November 13, 2023, the Company entered into the employee matters agreement with the Former Parent under which the Company agreed to convert all outstanding Former Parent stock options and RSUs held by the Company’s employees under the Former Parent’s share-based compensation plans into the Company stock options and RSUs under the 2023 Plan in accordance with the conversion ratio set forth in the agreement. On December 14, 2023, the Former Parent and the Company amended the employee matters agreement to adjust the conversion ratio used to calculate the number of the Company’s RSUs issuable to each employee in exchange for each RSU of the Former Parent. All outstanding equity awards held by the Company’s employees were converted and issued under the 2023 Plan in December 2023 in accordance with the amended employee matters agreement. Except for the number of underlying shares and the exercise price of the stock options, the converted awards retain substantially the same terms and conditions of the original awards, including their term and vesting conditions.

Former Parent Share-based Compensation Plans

The Former Parent had share-based compensation plans which provided for granting equity awards, including non-qualified and incentive stock options, RSUs, RSU awards, cash-based awards, and performance shares to employees, officers and directors of, and consultants to, the Former Parent. Prior to the Separation, all share-based compensation plans were managed on a consolidated basis by the Former Parent and share-based compensation expense was allocated to the Company related to stock options, time-based RSU awards and performance-based RSU awards issued by the Former Parent. Accordingly, the amounts presented for periods prior to the Separation are not necessarily indicative of future share-based compensation and do not necessarily reflect the amount that the Company would have issued as an independent company for the periods presented.

Stock Plan Activity


		Nine Months Ended September 30, 2024
Risk-free interest rate		3.5% - 4.6%
Dividend rate		0%
Expected volatility		82% - 87%
Expected life (years)		2.0 - 6.2

A summary of stock option activity under the 2023 Plan and the 2024 Plan for the nine months ended September 30, 2024 is as follows:


	Number of Options			Weighted-Average Exercise Price
Options outstanding at December 31, 2023		3,348,715		$	4.53
Granted		535,881		$	4.79
Cancelled/forfeited		(1,003,997	)	$	4.61
Exercised		(61,762	)	$	3.18
Options outstanding at September 30, 2024		2,818,837		$	4.58
Options exercisable at September 30, 2024		1,087,411		$	4.75

The weighted average grant date fair value of stock options granted during the nine months ended September 30, 2024 was $3.26. At September 30, 2024, there were 2.7 million stock options vested or expected to vest, with a weighted average exercise price of $4.58 per share, a weighted average contractual remaining life of 7.7 years and an aggregate intrinsic value of $1 thousand. At September 30, 2024, the aggregate intrinsic value of stock options exercisable was less than $1 thousand with a weighted average remaining contractual term of 6.3 years. The number of stock options expected to vest was determined by applying the pre-vesting forfeiture rate to the total number of outstanding options. The intrinsic value of a stock option is the amount by which the market value of the underlying shares exceeds the exercise price of the stock option.

At September 30, 2024, there was $2.6 million of unrecognized share-based compensation expense related to unvested stock options, which is expected to be recognized over a weighted average period of 1.5 years.

A summary of RSU activity under the 2023 Plan and the 2024 Plan for the nine months ended September 30, 2024 is as follows:


	Number of Shares			Weighted-Average Grant Date Fair Value Per Share
Unvested outstanding at December 31, 2023		1,129,512		$	4.45
Granted		253,386		$	4.96
Vested		(287,448	)	$	4.48
Cancelled/forfeited		(234,863	)	$	4.63
Unvested outstanding at September 30, 2024		860,587		$	4.54

At September 30, 2024, there was $1.7 million of unrecognized share-based compensation expense related to unvested RSUs, which will be recognized over a weighted average remaining contractual term of 1.4 years.

The following table represents share-based compensation expense included in the Company’s unaudited condensed consolidated statements of operations and comprehensive loss:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2024		2023		2024		2023
Research and development	$	368	$	1,401	$	1,835	$	6,000
General and administrative		662		1,582		2,584		2,877
Total share-based compensation expense	$	1,030	$	2,983	$	4,419	$	8,877

Fair Value (Tables)

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

Financial Assets Measured and Recognized at Fair Value on Recurring Basis

•

Level 1 - Quoted prices in active markets for identical assets;

•

Level 2 - Observable inputs other than quoted prices in active markets; and

•

Level 3 - Unobservable inputs.


(in thousands)	September 30, 2024		Level 1		Level 2		Level 3
Assets:
Money market mutual funds in cash equivalents	$	110,518	$	110,518	$	—	$	—
Marketable securities:
U.S. treasury securities		43,103		—		43,103		—
U.S. government agency bonds		21,380		—		21,380		—
Total	$	175,001	$	110,518	$	64,483	$	—


(in thousands)	December 31, 2023		Level 1		Level 2		Level 3
Assets:
Money market mutual funds in cash equivalents	$	268,720	$	268,720	$	—	$	—
Total	$	268,720	$	268,720	$	—	$	—

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)	$ (31,759)	$ (31,564)	$ (30,917)	$ (51,279)	$ (49,788)	$ (46,844)	$ (94,240)	$ (147,911)

- Definition

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

+ References

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

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

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (SX 210.5-03(20))
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/exampleRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Reference 20: http://www.xbrl.org/2003/role/disclosureRef
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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Reference 22: http://www.xbrl.org/2003/role/disclosureRef
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
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Reference 27: http://www.xbrl.org/2003/role/disclosureRef
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Reference 28: http://www.xbrl.org/2003/role/disclosureRef
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Reference 29: http://www.xbrl.org/2003/role/disclosureRef
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Reference 37: http://fasb.org/us-gaap/role/ref/legacyRef
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+ Details

Commitments and Contingencies - Additional Information (Details) $ in Millions	Sep. 30, 2024 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Open purchase commitments for noncancellable contract manufacturing costs	$ 9.2

Leases - Additional Information (Details) $ in Millions			1 Months Ended		3 Months Ended		9 Months Ended
Leases - Additional Information (Details) $ in Millions	Oct. 11, 2024 USD ($) ft²	Aug. 16, 2024 USD ($) ft²	Sep. 30, 2021 ft²	Mar. 31, 2021 ft²	Sep. 30, 2024 USD ($) ft²	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) ft²	Sep. 30, 2023 USD ($)	Jan. 03, 2024 USD ($)	Dec. 31, 2023 USD ($) ft²
Lessee, Lease, Description [Line Items]
Area of Land			17,000	163,000	180,000		180,000			180,000
Lease commenced year							2010
Operating leases, options to extend leases term					5 years		5 years
Extended lease commenced month and year			2021-09	2021-03
Lease expiration year							2026
Incremental borrowing rate					3.52%	3.52%	3.52%	3.52%
Remaining lease term					2 years 1 month 6 days		2 years 1 month 6 days
Sublease description							The October Sub-lease commenced on November 1, 2024 and is expected to terminate on April 30, 2026.
October Sub-lease
Lessee, Lease, Description [Line Items]
Annualized fixed base rent \| $	$ 0.7
August Sub-leases
Lessee, Lease, Description [Line Items]
Sublease expected to terminate		Apr. 18, 2026
Sublease commencement date		Aug. 20, 2024
Annualized fixed base rent \| $		$ 0.5
Winter Street Lease [Member]
Lessee, Lease, Description [Line Items]
Letter of credit \| $									$ 1.7
Laboratory Space
Lessee, Lease, Description [Line Items]
Area of Land					34,000		34,000
Laboratory Space \| August Sub-leases
Lessee, Lease, Description [Line Items]
Area of Land		2,690
Laboratory Space \| Winter Street Lease [Member]
Lessee, Lease, Description [Line Items]
Area of Land		3,739
Office Space \| October Sub-lease \| Subsequent Event
Lessee, Lease, Description [Line Items]
Area of Land	30,102
Office Space \| August Sub-leases
Lessee, Lease, Description [Line Items]
Area of Land		3,387
Office Space \| Winter Street Lease [Member]
Lessee, Lease, Description [Line Items]
Area of Land		5,155
Parent
Lessee, Lease, Description [Line Items]
Letter of credit security deposit \| $										$ 1.9
Cash paid for amounts included for measurement of lease liabilities \| $					$ 1.6	$ 1.6	$ 4.9	$ 4.8
Parent \| Winter Street Lease [Member]
Lessee, Lease, Description [Line Items]
Letter of credit security deposit \| $									$ 1.9

Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Subtotal	$ 45,178	$ 45,086
Less: accumulated depreciation	(36,327)	(33,683)
Total property and equipment, net	8,851	11,403
Furniture, Fixtures and Equipment
Property, Plant and Equipment [Line Items]
Subtotal	21,845	21,738
Leasehold Improvements
Property, Plant and Equipment [Line Items]
Subtotal	23,333	23,333
Construction in Progress
Property, Plant and Equipment [Line Items]
Subtotal	$ 0	$ 15

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
CURRENT ASSETS:
Cash and cash equivalents	$ 111,018	$ 270,852
Marketable securities	64,483	0
Receivable from former parent	1,393	5,548
Prepaid expenses	6,149	150
Other current assets	751	787
Total current assets	183,794	277,337
Property and equipment, net	8,851	11,403
Right-of-use assets	8,633	12,747
Restricted cash	1,969	258
Other assets	27	0
TOTAL ASSETS	203,274	301,745
CURRENT LIABILITIES:
Accounts payable	2,241	5,973
Accrued expenses	17,208	16,946
Operating lease liabilities-short-term	5,442	6,098
Other current liabilities	23
Total current liabilities	24,914	29,017
Operating lease liabilities-long-term	4,104	8,911
Other liabilities	115
Total liabilities	29,133	37,928
Commitments and contingencies (Note 10)
Preferred shares, nominal value $0.01; 50,000,000 shares authorized at September 30, 2024 and December 31, 2023; no shares issued or outstanding at September 30, 2024 or December 31, 2023	0	0
Ordinary shares, nominal value $0.01; 450,000,000 ordinary shares authorized at September 30, 2024 and December 31, 2023; 17,038,950 and 16,689,740 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively	170	167
Additional paid-in capital	299,021	294,507
Unrealized gain on marketable securities	47	0
Accumulated deficit	(125,097)	(30,857)
Total equity	174,141	263,817
TOTAL LIABILITIES AND EQUITY	$ 203,274	$ 301,745

Share-Based Compensation - Schedule of Share-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation expense	$ 1,030	$ 2,983	$ 4,419	$ 8,877
Research and Development
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation expense	368	1,401	1,835	6,000
General and Administrative
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation expense	$ 662	$ 1,582	$ 2,584	$ 2,877

Leases - Schedule of Future Lease Payments under Non-cancelable Leases (Details) $ in Thousands	Sep. 30, 2024 USD ($)
Leases [Abstract]
Remainder of 2024	$ 739
2025	6,642
2026	2,484
Total operating lease payments	9,865
Less: imputed interest	(319)
Total operating lease liabilities	$ 9,546

Net Loss per Share - Additional Information (Details) - shares	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Nov. 15, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive equity instruments	3,679,424	0
Equity awards		0
Distribution of ordinary shares	17,038,950		16,689,740
Alkermes Plc. [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Distribution of ordinary shares				16,689,740

Property and Equipment, Net

9 Months Ended

Sep. 30, 2024

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

5. Property and Equipment, Net

Property and equipment, net consisted of the following:


	September 30,			December 31,
(in thousands)	2024			2023
Furniture, fixtures and equipment	$	21,845		$	21,738
Leasehold improvements		23,333			23,333
Construction in progress		—			15
Subtotal		45,178			45,086
Less: accumulated depreciation		(36,327	)		(33,683	)
Total property and equipment, net	$	8,851		$	11,403

Depreciation expense was $0.9 million and $2.6 million for the three and nine months ended September 30, 2024, respectively, and $0.8 million and $2.0 million for the three and nine months ended September 30, 2023, respectively.

Leases (Tables)

9 Months Ended

Sep. 30, 2024

Leases [Abstract]

Summary of Effect of Lease Costs in Unaudited Condensed Combined Statements of Operations

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


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(in thousands)	2024		2023		2024		2023
Operating lease cost	$	1,398	$	1,419	$	4,211	$	4,388
Variable lease cost		1,111		1,158		3,410		3,741
Total lease cost	$	2,509	$	2,577	$	7,621	$	8,129

Schedule of Future Lease Payments under Non-cancelable Leases

Future lease payments under non-cancelable leases as of September 30, 2024 consisted of the following:


(in thousands)	September 30, 2024
Remainder of 2024	$	739
2025		6,642
2026		2,484
Total operating lease payments	$	9,865
Less: imputed interest		(319	)
Total operating lease liabilities	$	9,546

Share-Based Compensation - Summary of Assumption Estimate Fair Value of Stock Options Granted (Details)	9 Months Ended
	Sep. 30, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Risk-free interest rate, Minimum	3.50%
Risk-free interest rate, Maximum	4.60%
Dividend rate	0.00%
Expected volatility, Minimum	82.00%
Expected volatility, Maximum	87.00%
Minimum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected life (years)	2 years
Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected life (years)	6 years 2 months 12 days

- Definition

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

+ References

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+ Details

Share-Based Compensation - Summary of Stock Option Activity (Details) - 2023 Plan and 2024 Plan	9 Months Ended
	Sep. 30, 2024 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options outstanding at December 31, 2023, Number of Options, Beginning Balance \| shares	3,348,715
Granted, Number of Options \| shares	535,881
Cancelled/forfeited, Number of Options \| shares	(1,003,997)
Exercised, Number of Options \| shares	(61,762)
Options outstanding at September 30, 2024, Number of Options, Ending Balance \| shares	2,818,837
Options exercisable at September 30, 2024, Number of Options \| shares	1,087,411
Options outstanding at December 31, 2023, Weighted-Average Exercise Price, Beginning Balance \| $ / shares	$ 4.53
Granted,Weighted-Average Exercise Price \| $ / shares	4.79
Cancelled/forfeited, Weighted-Average Exercise Price \| $ / shares	4.61
Exercised, Weighted-Average Exercise Price \| $ / shares	3.18
Options outstanding at September 30, 2024, Weighted Average Exercise Price, Ending Balance \| $ / shares	4.58
Options exercisable at September 30, 2024, Weighted-Average Exercise Price \| $ / shares	$ 4.75

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2024 shares
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false
Caroline Loew
Trading Arrangements, by Individual
Name	Caroline Loew
Title	Chief Executive Officer
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	September 13, 2024
Expiration Date	August 15, 2025
Aggregate Available	124,204
Maiken Keson-Brookes
Trading Arrangements, by Individual
Name	Maiken Keson-Brookes
Title	Chief Legal Officer
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	September 20, 2024
Expiration Date	September 5, 2025
Aggregate Available	31,886
Adam Cutler
Trading Arrangements, by Individual
Name	Adam Cutler
Title	Chief Financial Officer
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	September 23, 2024
Expiration Date	August 18, 2025
Aggregate Available	28,767

Accrued Expenses (Tables)

9 Months Ended

Sep. 30, 2024

Payables and Accruals [Abstract]

Components of Accrued Expenses

Accrued expenses consisted of the following:


	September 30,		December 31,
(in thousands)	2024		2023
Accrued external research and development services	$	10,547	$	8,543
Accrued compensation		5,430		5,858
Accrued general and administrative		1,170		2,545
Accrued other		61		—
Total accrued expenses	$	17,208	$	16,946

Net Loss per Share

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Net Loss per Share

11. Net Loss per Share

Basic net loss per share is computed by dividing the net loss in each period by the weighted average number of ordinary shares outstanding during such period. Diluted net loss per share is computed similarly to basic net loss per share except that the denominator is increased to include the number of additional ordinary shares that would have been outstanding if the potential ordinary shares had been issued and if the additional ordinary shares were dilutive. For the periods presented, ordinary share equivalents, consisting of share-based awards, were not included in the calculation of the diluted net loss per share because to do so would be anti-dilutive. There were no dilutive equity instruments as of September 30, 2023 as there were no equity awards of the Company’s ordinary shares prior to the Separation.

On November 15, 2023, the effective date of the Distribution, 16,689,740 of the Company’s ordinary shares were distributed to the Former Parent’s shareholders of record as of November 6, 2023, the record date for the Distribution. This share amount was utilized for the calculation of basic and diluted earnings per share for periods prior to the Separation as there were no shares of the Company outstanding prior to the Separation.

As of September 30, 2024 and 2023, the number of ordinary shares underlying potentially dilutive securities consist of:


	September 30,
	2024		2023
Options to purchase ordinary shares		2,818,837		—
Restricted share units		860,587		—
Total		3,679,424		—

Organization and Description of Business - Additional Information (Details) - Alkermes - USD ($) $ in Millions	Nov. 15, 2023	Nov. 14, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Effective time of distribution		Nov. 15, 2023
Cash distribution received from parent		$ 275.0
Distribution term of shares	one ordinary share of the Company for every ten ordinary shares

Condensed Consolidated Statements of Equity (Deficit) - USD ($) $ in Thousands	Total	Ordinary Shares	Additional Paid in Capital	Accumulated Other Comprehensive (Loss)/Gain	Accumulated Deficit	Net Parent Investment
Beginning balance at Dec. 31, 2022	$ (21,656)					$ (21,656)
Net transfers from Former Parent prior to Separation	56,512					56,512
Share-based compensation expense allocated from Former Parent	2,753					2,753
Net Income (Loss)	(46,844)					(46,844)
Ending balance at Mar. 31, 2023	(9,235)					(9,235)
Beginning balance at Dec. 31, 2022	(21,656)					(21,656)
Net Income (Loss)	(147,911)
Ending balance at Sep. 30, 2023	(6,892)					(6,892)
Beginning balance at Mar. 31, 2023	(9,235)					(9,235)
Net transfers from Former Parent prior to Separation	45,649					45,649
Share-based compensation expense allocated from Former Parent	3,141					3,141
Net Income (Loss)	(49,788)					(49,788)
Ending balance at Jun. 30, 2023	(10,233)					(10,233)
Net transfers from Former Parent prior to Separation	51,637					51,637
Share-based compensation expense allocated from Former Parent	2,983					2,983
Net Income (Loss)	(51,279)					(51,279)
Ending balance at Sep. 30, 2023	(6,892)					$ (6,892)
Beginning balance at Dec. 31, 2023	263,817	$ 167	$ 294,507		$ (30,857)
Beginning balance, in shares at Dec. 31, 2023		16,689,740
Issuance of ordinary shares under employee share plans		$ 2	(2)
Issuance of ordinary shares under employee share plans, shares		232,810
Share-based compensation expense	2,101		2,101
Unrealized gain (loss) on marketable securities	(74)			$ (74)
Net Income (Loss)	(30,917)				(30,917)
Ending balance at Mar. 31, 2024	234,927	$ 169	296,606	(74)	(61,774)
Ending balance, in shares at Mar. 31, 2024		16,922,550
Beginning balance at Dec. 31, 2023	263,817	$ 167	294,507		(30,857)
Beginning balance, in shares at Dec. 31, 2023		16,689,740
Net Income (Loss)	(94,240)
Ending balance at Sep. 30, 2024	174,141	$ 170	299,021	47	(125,097)
Ending balance, in shares at Sep. 30, 2024		17,038,950
Beginning balance at Mar. 31, 2024	234,927	$ 169	296,606	(74)	(61,774)
Beginning balance, in shares at Mar. 31, 2024		16,922,550
Issuance of ordinary shares under employee share plans, shares		4,560
Share-based compensation expense	1,190		1,190
Unrealized gain (loss) on marketable securities	20			20
Net Income (Loss)	(31,564)				(31,564)
Ending balance at Jun. 30, 2024	204,573	$ 169	297,796	(54)	(93,338)
Ending balance, in shares at Jun. 30, 2024		16,927,110
Issuance of ordinary shares under employee share plans	196	$ 1	195
Issuance of ordinary shares under employee share plans, shares		111,840
Share-based compensation expense	1,030		1,030
Unrealized gain (loss) on marketable securities	101			101
Net Income (Loss)	(31,759)				(31,759)
Ending balance at Sep. 30, 2024	$ 174,141	$ 170	$ 299,021	$ 47	$ (125,097)
Ending balance, in shares at Sep. 30, 2024		17,038,950

- Definition

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

+ References

+ Details

- Definition

Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest.

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-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482907/825-10-50-28

Reference 14: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 310
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 4.E)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480418/310-10-S99-2

+ Details

Basis of Presentation and Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation and Summary of Significant Accounting Policies	2. Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts of Mural Oncology plc and its wholly-owned subsidiaries. For the periods prior to the Separation, the accompanying unaudited condensed consolidated financial statements of the Company have been prepared on a standalone basis and are derived from the Former Parent’s consolidated financial statements and accounting records. All intercompany transactions and accounts within the Company have been eliminated. The unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and, for the periods prior to the Separation, reflect the historical results of operations, financial position and cash flows of Mural, as included in the consolidated financial statements of the Former Parent and using the Former Parent’s historical accounting policies. For the periods prior to the Separation, these unaudited condensed consolidated financial statements do not purport to reflect what the Company’s results of operations, financial position or cash flows would have been had the Company operated as a standalone public company prior to the Separation, nor are they necessarily indicative of the Company’s future results of operations, financial position, or cash flows. As the Company’s operations were not historically held by a single legal entity or separate legal entities, net parent investment is shown in lieu of stockholders’ equity in the historical combined financial statements for the periods prior to the Separation. Net parent investment represents the cumulative investment by the Former Parent in the Company through the dates presented, inclusive of operating results. All transactions between the Company and the Former Parent are considered to be effectively settled in the unaudited condensed consolidated financial statements at the time the transaction is recorded. The effects of the settlement of these transactions between the Company and the Former Parent are reflected in the unaudited condensed consolidated statements of cash flows as “Net transfers from Former Parent” within financing activities and in the unaudited condensed consolidated statements of equity (deficit) as “Net parent investment.” Historically, the Company was dependent upon the Former Parent for all of its working capital and financing requirements, as the Former Parent used a centralized approach to cash management and financing its operations. There were no cash amounts specifically attributable to the Company for the historical periods presented prior to the Separation. Financing transactions prior to the Separation related to the Former Parent are accounted for as a financing activity on the accompanying unaudited condensed consolidated statements of cash flows through the date of the Separation. In connection with the Separation, certain assets and liabilities that were included on the consolidated balance sheet prior to the Separation were retained by the Former Parent and were therefore adjusted through net parent investment in the Company’s consolidated financial statements. The unaudited condensed consolidated financial statements of the Company include, for the periods prior to the Separation, the assets, liabilities, and expenses of the Former Parent that management has determined are specifically identifiable to the Company, such as those related to direct internal and external R&D activities as well as leases and fixed assets specifically identifiable to the oncology business. Based on the nature of the Company as a pre-revenue, development-stage biotechnology company, the unaudited condensed consolidated financial statements of the Company do not include any revenue or commercial expenses of the Former Parent. The unaudited condensed consolidated financial statements of the Company also include, for the periods prior to the Separation, an allocation of costs that were not directly attributable to the operations of the Company, including the costs of general and administrative support functions that were provided by the Former Parent, such as senior management, information technology, legal, accounting and finance, human resources, facility, and other corporate services. In addition, the Company’s unaudited condensed consolidated financial statements include, for the periods prior to the Separation, an allocation of certain R&D costs not directly attributable to individual programs. These costs have been allocated to the Company for the purposes of preparing the unaudited condensed consolidated financial statements based on proportional cost allocation methods using headcount, square footage or proportional hours worked supporting the Company and other organizational activities, as applicable, which are considered to be reasonable reflections of the utilization of services provided or benefit received by the Company during the periods presented. Management considers that such allocations have been made on a reasonable basis; however, these allocations may not necessarily be indicative of the costs that would have been incurred if the Company had operated on a standalone basis for the periods presented and, therefore, may not reflect the Company’s results of operations, financial position, and cash flows had the Company operated as a standalone entity during the periods presented. See Note 12, Related Parties, for additional information regarding related-party transactions with the Former Parent. The Company has incurred, and expects to continue incur, additional operating expenses to operate as an independent publicly traded company, including various corporate functions, incremental information technology-related costs and incremental costs to operate standalone accounting, legal and other administrative functions. These functions were provided to the Company prior to the Separation by the Former Parent and will continue under a transition services agreement with the Former Parent or will be performed using the Company’s own resources. Unaudited Interim Financial Information The accompanying condensed consolidated financial statements of the Company for the three and nine months ended September 30, 2024 are unaudited and have been prepared on a basis substantially consistent with the audited financial statements for the year ended December 31, 2023. The condensed consolidated financial statements for the three and nine months ended September 30, 2023 were derived from the Former Parent’s audited financial statements. The year-end condensed consolidated balance sheet data, which are presented for comparative purposes, were derived from audited financial statements but do not include all disclosures required by GAAP. In the opinion of management, the condensed consolidated financial statements include all adjustments of a normal recurring nature that are necessary to state fairly the results of operations for the reported periods. The financial data and other information disclosed in these notes related to the three and nine months ended September 30, 2024 and 2023 are also unaudited. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial statements. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements as of and for the year ended December 31, 2023 and the notes thereto, which are included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “Annual Report on Form 10-K”). The results for the three and nine months ended September 30, 2024 are not necessarily indicative of results to be expected for the year ending December 31, 2024, any other interim periods, or any future year or period. Use of Estimates The preparation of the Company’s unaudited condensed consolidated financial statements in accordance with GAAP requires the Company to make estimates, judgments and assumptions that may affect the reported amounts of assets, liabilities and expenses and the related disclosure of contingent assets and liabilities. On an ongoing basis, the Company evaluates its estimates and judgments and methodologies, including but not limited to, those related to allocations of expenses, assets and liabilities from the Former Parent’s historical financials to the Company, the impairment of long-lived assets, and measurement of share-based compensation, leases, and income taxes including the valuation allowance for deferred tax assets. The Company bases its estimates on historical experience of the Former Parent and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. Significant Accounting Policies The significant accounting policies used in preparation of these unaudited condensed consolidated financial statements as of and for the three and nine months ended September 30, 2024 and 2023 are consistent with those discussed herein and in Note 2, Basis of Presentation and Summary of Significant Accounting Policies, in the “Notes to Consolidated Financial Statements” accompanying the Company’s Annual Report on Form 10-K. Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (the “FASB”) or other standard-setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures (“ASU 280”). ASU 280 requires public entities to disclose significant segment expenses that are regularly provided to the chief operating decision maker and to disclose how reported measures of segment profit or loss are used in assessing segment performance and allocating resources. The amendments in ASU-280 are effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is evaluating the impact of the adoption of ASU-280 on its consolidated financial statements and related disclosures and does not expect the adoption of ASU-280 to have a material impact on the Company’s consolidated financial statements. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU-740”). ASU-740 requires public entities to provide enhanced disclosure of specific categories of reconciling items included in the rate reconciliation; disclosure of the nature, effect and underlying causes of each reconciling item in the rate reconciliation and the judgment used in the categorization of such items; and enhanced disclosures for income taxes paid. The amendments in this ASU are effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is evaluating the impact of the adoption of ASU-740 on its consolidated financial statements and disclosures.

Income Taxes

9 Months Ended

Sep. 30, 2024

Income Tax Disclosure [Abstract]

Income Taxes

9. Income Taxes

During each of the three and nine months ended September 30, 2024, the Company recorded no income tax provision. During the three and nine months ended September 30, 2023, the Company recorded an income tax provision of $5.0 million and $10.2 million, respectively, related to its U.S. entity. The income tax provision was primarily due to the capitalization and amortization of R&D expenses in accordance with Section 174 of the Code. The provision was calculated on a separate return basis and is not necessarily representative of the tax provision that may arise in the future. Net operating losses previously reported by the Former Parent did not carry over to the Company after the Separation.

On a quarterly basis, the Company reassesses the valuation allowance on its deferred tax assets, weighing positive and negative evidence to determine the recoverability of such deferred tax assets. In the third quarter of 2024, the Company reassessed the valuation allowance and considered all positive and negative evidence, including its cumulative losses over the year ended December 31, 2023 and the nine months ended September 30, 2024 and concluded that it should maintain the valuation allowance on its Irish net operating losses and other Irish and U.S. deferred tax assets as of September 30, 2024.

- 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
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 2: 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 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477891/740-270-50-1

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.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-13

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/740/tableOfContent

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-14

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-21

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-17

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

Cash, Cash Equivalents and Marketable Securities

9 Months Ended

Sep. 30, 2024

Cash and Cash Equivalents [Abstract]

Cash, Cash Equivalents and Marketable Securities

3. Cash, Cash Equivalents and Marketable Securities

As of September 30, 2024, the Company had cash and cash equivalents of $111.0 million and marketable securities of $64.5 million. As of December 31, 2023, the Company had cash and cash equivalents of $270.9 million and no marketable securities. In addition, the Company had a long-term restricted cash balance of $2.0 million and $0.3 million as of September 30, 2024 and December 31, 2023, respectively, which was restricted for a letter of credit and for use pertaining to corporate credit cards. See Note 7, Leases, for additional information regarding the letter of credit.

Cash and cash equivalents are carried at cost, which approximates fair market value. Marketable securities are classified as available for sale and are recorded at fair value with the related unrealized gains and losses included in accumulated other

comprehensive gain (loss), a component of equity. All of the realized gains and losses on the sale of these marketable securities are determined using the specific identification method. There were no realized gains or losses as of September 30, 2024. Aggregated by investment category, there were no marketable securities in an unrealized loss position as of September 30, 2024.

Marketable securities, all of which had maturities of less than one year, consisted of the following:


	September 30, 2024
(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Marketable securities:
U.S. treasury securities	$	43,071	$	32	$	—	$	43,103
U.S. government agency bonds		21,365		15		—		21,380
Total marketable securities	$	64,436	$	47	$	—	$	64,483