0000950170-25-054318 | 10-K | XBRL Viewer

Income Taxes

12 Months Ended

Dec. 31, 2024

13.

INCOME TAXES

No provision for income taxes was recorded in the years ended December 31, 2024, and 2023. The Company remains in a cumulative loss position with a full valuation allowance recorded against its net deferred income tax assets as of December 31, 2024.

The reconciliation of federal statutory income tax rate to the Company’s effective income tax rate is as follows:


	Year Ended December 31,
	2024			2023
Expected income tax benefit at the federal statutory rate		21.0	%		21.0	%
State taxes, net of federal benefit		5.3			5.7
Research and development credit, net		4.5			5.7
Non-deductible items and others		0.4			0.7
Change in valuation allowance		(31.2	)		(33.1	)
Total		0.0	%		0.0	%

Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The principal components of the Company’s deferred tax assets consisted of the following as of December 31, 2024, and 2023 (in thousands):


	As of December 31,
	2024			2023
Deferred tax assets:
Federal and state net operating loss carryforwards	$	82,343		$	78,525
Research and development tax credits		24,634			23,809
Research and development expenses		7,801			6,529
Reserves and accruals		76			46
Other		633			607
Total deferred tax assets		115,487			109,516
Less: valuation allowance		(115,487	)		(109,516	)
Net deferred tax assets		-			-
Deferred tax liability:
Net deferred tax assets and liability	$	-		$	-

The Company’s valuation allowance increased by $6.0 million and by $6.6 million for the years ended December 31, 2024, and 2023, respectively, in order to maintain a full valuation allowance against its deferred tax assets. Based on the Company’s history of losses, the Company recorded a full valuation allowance against its deferred tax assets as of December 31, 2024, and 2023. The Company intends to maintain a valuation allowance until sufficient positive evidence exists to support a reversal of the valuation allowance and the realization of the Company’s deferred tax assets.

As of December 31, 2024, the Company had federal and state operating loss carryforwards of $312.7 million and $324.9 million, which begin to expire in the years ending December 31, 2024, and 2034, respectively. The Company had federal research and development tax credit carryforwards of $24.6 million as of December 31, 2024. This credit began expiring in the year ending December 31, 2021.

Under the provisions of Sections 382 and 383 of the Internal Revenue Code (the IRC), net operating loss and credit carryforwards and other tax attributes may be subject to limitation if there has been a significant change in ownership of the Company, as defined by the IRC. Future owner or equity shifts could result in limitations on net operating loss and credit carryforwards.

The Company files income tax returns in the U.S. federal jurisdiction as well as many U.S. state jurisdictions. The tax years from January 1, 2021, to December 31, 2024, remain open to examination by the major jurisdictions in which the Company is subject to tax. Fiscal years outside the normal statute of limitations remain open to audit by tax authorities due to tax attributes generated in those early years, which have been carried forward and may be audited in subsequent years when utilized.

The Company evaluates tax positions for recognition using a more-likely-than-not recognition threshold, and those tax positions eligible for recognition are measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon the effective settlement with a taxing authority that has full knowledge of all relevant information. As of December 31, 2024, and 2023, the Company had no unrecognized income tax benefits that would affect the Company’s effective tax rate if recognized.

- 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
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-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
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-Name Accounting Standards Codification
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-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
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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
-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
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-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
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-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
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-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

Warrants - Additional Information (Details)									1 Months Ended	12 Months Ended
Warrants - Additional Information (Details)	Nov. 14, 2024 USD ($)	Nov. 13, 2024 $ / shares shares	Sep. 17, 2024 USD ($) $ / shares shares	Jul. 18, 2024 shares	Mar. 27, 2024 USD ($) $ / shares shares	Feb. 06, 2024 USD ($) TradingDay $ / shares shares	Nov. 02, 2023 USD ($) $ / shares shares	Oct. 03, 2023 USD ($) PValue TradingDay $ / shares shares	Feb. 29, 2024 USD ($) $ / shares shares	Dec. 31, 2024 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) $ / shares shares	Mar. 31, 2024 shares	Feb. 19, 2024 $ / shares	Nov. 30, 2023 shares	Sep. 25, 2023 $ / shares	Mar. 30, 2023 shares
Class of Warrant or Right [Line Items]
Sale of stock, transaction date					Mar. 27, 2024
Common stock, par value \| $ / shares										$ 0.0001	$ 0.0001		$ 0.0001		$ 0.0001
Description of public warrants right to call										The Company had the right to “call” any portion of a holder’s public warrants by delivering a call notice to the holder within 30 days after the Company publicly announced an increase in pepinemab-treated patients relative to placebo-treated patients, with statistical significance having a p-value of less than or equal to 0.05, in the change of the FDG-PET standard uptake value ratio for brain metabolism between baseline and month 12 as assessed by [18F]fluorodeoxyglucose (FDG)-PET in the resting state following administration of 40 mg/kg pepinemab or placebo, as applicable, as described in the protocol for the Company’s SIGNAL-AD Alzheimer’s disease study and the associated Statistical Analysis Plan (the “Positive Data Release”). After delivery of a call notice, the public warrants would continue to be exercisable. Each public warrant would be canceled and no longer exercisable to the extent the holder failed to timely exercise the public warrant for the called portion thereof within 20 trading days following the Company’s issuance of a call notice.
Change in fair value of warrant liabilities \| $										$ (1,291,000)	$ (2,106,000)
Common stock, shares issued										2,676,642	892,622
Securities Purchase Agreement
Class of Warrant or Right [Line Items]
Sale of stock, transaction date		Nov. 13, 2024
Shares issued, price per share \| $ / shares										$ 7.64
November Warrant Offering
Class of Warrant or Right [Line Items]
Sale of stock, transaction date							Nov. 02, 2023
Warrants issued												354,693
Proceeds from issuance of common stock \| $							$ 17,000
Common stock, shares issued							70,000
February 2024 Private Placement
Class of Warrant or Right [Line Items]
Sale of stock, transaction date						Feb. 06, 2024
Warrants issued												354,693
Proceeds from issuance of common stock \| $						$ 3,700,000
Private Placement \| Securities Purchase Agreement
Class of Warrant or Right [Line Items]
Proceeds from issuance of common stock \| $	$ 2,150,000
Public Offering and Private Placement
Class of Warrant or Right [Line Items]
Shares issued, price per share \| $ / shares					$ 7.77
Aggregate purchase price \| $					$ 1,250,000
Investor Three [Member]
Class of Warrant or Right [Line Items]
Common stock, shares issued																23,229
Investor Three [Member] \| November Warrant Offering
Class of Warrant or Right [Line Items]
Common stock, shares issued							9,768
Public Warrants
Class of Warrant or Right [Line Items]
Sale of stock, transaction date								Oct. 03, 2023
Warrants expiration period								5 years
Call notice period								30 days
Number of trading days \| TradingDay								20
Issuance date fair value \| $								$ 3,500,000
Change in fair value of warrant liabilities \| $										$ 700,000
Warrants outstanding										0
Public Warrants \| Maximum
Class of Warrant or Right [Line Items]
Statistical significance of p-value \| PValue								0.05
Common Warrants \| February 2024 Private Placement
Class of Warrant or Right [Line Items]
Exercise price of warrants \| $ / shares						$ 14
Pre-funded Warrants
Class of Warrant or Right [Line Items]
Proceeds from issuance of common stock \| $									$ 900,000
Pre-funded Warrants \| Private Placement
Class of Warrant or Right [Line Items]
Aggregate number of shares issued and sold										675,009
Pre-funded Warrants and Public Warrants
Class of Warrant or Right [Line Items]
Shares issued, price per share \| $ / shares								$ 13.986
Proceeds from issuance of common stock \| $								$ 9,600,000
Private Placement Warrants
Class of Warrant or Right [Line Items]
Warrants expiration period														5 years
Proceeds from issuance of common stock \| $										$ 840,000
Reclassification of public warrants, as amended \| $										800,000
Change in fair value of warrant liabilities \| $										$ 360,000
Description of warrants right to call										The Company had the right to “call” the exercise of any portion of a holder’s private placement warrants by delivering a call notice to the holder within 30 days, in the case of the November private placement warrants, or 120 days in the case of the February private placement warrants, after the Positive Data Release. After delivery of a call notice, the private placement warrants will continue to be exercisable. Each private placement warrant would be canceled and no longer exercisable to the extent the holder failed to timely exercise the private placement warrant for the called portion thereof within 20 trading days, in the case of the November private placement warrants, or 30 trading days in the case of the February private placement warrants, following the Company’s issuance of a call notice, provided that to the extent the exercise of a called portion of a private placement warrant would cause the holder to hold common stock in excess of a specified beneficial ownership limitation, upon exercise of such portion, as set forth in the private placement warrant, instead of shares being issued, the exercise would result in the modification of the terms of such portion to be consistent with the terms of the pre-funded warrant.
Warrants outstanding										0
Private Placement Warrants \| November Warrant Offering
Class of Warrant or Right [Line Items]
Call notice period								30 days
Number of trading days \| TradingDay						20
Private Placement Warrants \| February 2024 Private Placement
Class of Warrant or Right [Line Items]
Call notice period								120 days
Number of trading days \| TradingDay						30
Common and Pre-Funded Warrants \| February 2024 Private Placement
Class of Warrant or Right [Line Items]
Warrants issued						90,363
Shares issued, price per share \| $ / shares						$ 10.1486
Existing Warrants \| Inducement Letter Agreements
Class of Warrant or Right [Line Items]
Exercise price of warrants \| $ / shares			$ 5.636
Common stock, par value \| $ / shares			$ 0.0001
Change in fair value of warrant liabilities \| $			$ 100,000
Common stock, shares issued			872,028
Pre-funding of common stock shares			195,464
New Warrants \| Inducement Letter Agreements
Class of Warrant or Right [Line Items]
Exercise price of warrants \| $ / shares			$ 5.636
Warrant expiration date										Sep. 18, 2029
New Warrants \| Private Placement \| Inducement Letter Agreements
Class of Warrant or Right [Line Items]
Shares issued, price per share \| $ / shares			$ 0.125
Existing and New Warrants \| Inducement Letter Agreements
Class of Warrant or Right [Line Items]
Gross proceeds from exercise and sale of warrants \| $			$ 6,200,000
ADDF Warrant
Class of Warrant or Right [Line Items]
Warrant expiration date										Mar. 29, 2029
Common Stock
Class of Warrant or Right [Line Items]
Aggregate number of shares issued and sold					159,683
Common Stock \| Securities Purchase Agreement
Class of Warrant or Right [Line Items]
Aggregate number of shares issued and sold		76,909
Shares issued, price per share \| $ / shares		$ 3.25
Common Stock \| November Warrant Offering
Class of Warrant or Right [Line Items]
Aggregate number of shares issued and sold							37,694
Shares issued, price per share \| $ / shares							$ 1.75
Common Stock \| Private Placement
Class of Warrant or Right [Line Items]
Aggregate number of shares issued and sold										510,774
Warrants issued					159,683
Common Stock \| Public Offering and Private Placement
Class of Warrant or Right [Line Items]
Shares issued, price per share \| $ / shares					$ 7.77
Aggregate purchase price \| $					$ 1,500,000
Common Stock \| Public Warrants
Class of Warrant or Right [Line Items]
Aggregate number of shares issued and sold					193,000			542,857
Warrants issued								542,857
Shares issued, price per share \| $ / shares								$ 14
Notice period to change beneficial ownership limitation								61 days
Common Stock \| Common Warrants \| November Warrant Offering
Class of Warrant or Right [Line Items]
Warrants issued							37,694
Common Stock \| Common Warrants \| February 2024 Private Placement
Class of Warrant or Right [Line Items]
Warrants issued						274,182
Common Stock \| Common Warrants \| Private Placement
Class of Warrant or Right [Line Items]
Warrants issued					193,000
Common Stock \| Pre-funded Warrants
Class of Warrant or Right [Line Items]
Aggregate number of shares issued and sold									90,363
Warrants issued								142,857
Shares issued, price per share \| $ / shares									$ 0.0014
Warrants exercised				142,857
Common Stock \| Pre-funded Warrants \| Private Placement \| Securities Purchase Agreement
Class of Warrant or Right [Line Items]
Warrants issued		584,646
Common Stock \| Pre-funded Warrants and Public Warrants
Class of Warrant or Right [Line Items]
Warrants issued								142,857
Common Stock \| Private Placement Warrants \| November Warrant Offering
Class of Warrant or Right [Line Items]
Warrants issued														37,694
Common Stock \| Private Placement Warrants \| February 2024 Private Placement
Class of Warrant or Right [Line Items]
Aggregate number of shares issued and sold						274,182
Shares issued, price per share \| $ / shares						$ 10.15
Common Stock \| Existing Warrants \| Inducement Letter Agreements
Class of Warrant or Right [Line Items]
Warrants issued			1,067,492
Common Stock \| New Warrants \| Inducement Letter Agreements
Class of Warrant or Right [Line Items]
Warrants issued			1,601,238
Common Stock \| ADDF Warrant
Class of Warrant or Right [Line Items]
Aggregate number of shares issued and sold										229,057
Warrants Reclassified As Equity \| Public Warrants
Class of Warrant or Right [Line Items]
Reclassification of public warrants, as amended \| $										$ 1,200,000

Fair Value of Financial Measurements - Additional Information (Details) - Fair Value Measurements Recurring - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Financial assets, level 1 to level 2 transfer, amount	$ 0	$ 0
Financial assets, level 2 to level 1 transfer, amount	0	0
Financial assets, transfer in to level 3, amount	0	0
Financial assets, transfer out of level 3, amount	$ 0	$ 0

Company and Nature of Business

12 Months Ended

Dec. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Company and Nature of Business

COMPANY AND NATURE OF BUSINESS

Vaccinex, Inc. (the “Company”) was incorporated in Delaware in April 2001 and is headquartered in Rochester, New York. The Company is a clinical-stage biotechnology company engaged in the discovery and development of targeted biotherapeutics to treat serious diseases and conditions with unmet medical needs, including cancer, neurodegenerative diseases, and autoimmune disorders. Since its inception, the Company has devoted substantially all of its efforts toward product research, manufacturing and clinical development, and raising capital.

The Company is subject to a number of risks and uncertainties common to other early-stage biotechnology companies including, but not limited to, dependency on the successful development and commercialization of its product candidates, rapid technological change and competition, dependence on key personnel and collaborative partners, uncertainty of protection of proprietary technology and patents, clinical trial uncertainty, fluctuation in operating results and financial performance, the need to obtain additional funding, compliance with governmental regulations, technological and medical risks, management of growth and effectiveness of marketing by the Company. If the Company does not successfully commercialize or partner any of its product candidates, it will be unable to generate product revenue or achieve profitability.

Going Concern

These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

The Company has incurred significant losses and negative cash flows from operations since inception and expects to incur additional losses until such time that it can generate significant revenue from the commercialization of its product candidates. The Company had losses from operations of $18.6 million and $20.3 million and negative cash flows from operating activities of $16.2 million and $21.4 million for the years ended December 31, 2024, and 2023, respectively, and an accumulated deficit of $358.6 million and $339.9 million as of December 31, 2024, and 2023, respectively. Given the Company’s projected operating requirements and its existing cash and cash equivalents, the Company is projecting insufficient liquidity to sustain its operations and meet its obligations through one year following the date that the financial statements are issued. In addition, the Company has been delisted from the NASDAQ Capital Market due to its inability to comply with continued listing standards, is currently listed on the OTCPK, and filed a Form 15 to deregister its securities under Section 12(g) of the Securities Act on March 27, 2025, which is expected to be effective no later than 90 days from when it was filed. The Company’s ability to obtain financing, trade or sell shares of its common stock, and/or forecasted operations could be negatively impacted in an amount that the Company cannot currently quantify. These conditions and events raise substantial doubt about the Company’s ability to continue as a going concern.

In response to these conditions, management is currently evaluating different strategies to obtain the required funding of future operations. Financing strategies may include, but are not limited to, the public or private sale of equity, debt financing or funds from other capital sources, such as government funding, collaborations, strategic alliances, divestment of non-core assets, or licensing arrangements with third parties. There can be no assurances that the Company will be able to secure additional financing, or if available, that it will be sufficient to meet its needs or on favorable terms. Because management’s plans have not yet been finalized and are not within the Company’s control, the implementation of such plans cannot be considered probable. As a result, the Company has concluded that management’s plans do not alleviate substantial doubt about the Company’s ability to continue as a going concern.

The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.

Fair Value of Financial Measurements (Tables)

12 Months Ended

Dec. 31, 2024

Fair Value Disclosures [Abstract]

Summary of Fair Value of Financial Assets by Level within Fair Value Hierarchy

The following table sets forth the fair value of the Company’s financial assets by level within the fair value hierarchy (in thousands):


	As of December 31, 2024
	Fair Value		Level 1		Level 2		Level 3
Financial Assets:
Money market fund	$	802	$	802	$	-	$	-
Derivative asset		-		-		-		-
Total Financial Assets	$	802	$	802	$	-	$	-


	As of December 31, 2023
	Fair Value		Level 1		Level 2		Level 3
Financial Assets:
Money market fund	$	1,337	$	1,337	$	-	$	-
Total Financial Assets	$	1,337	$	1,337	$	-	$	-

          
         As of December 31, 2024

          
         Fair Value

         Level 1

         Level 2

         Level 3

         Financial Liabilities:

Warrant liabilities - public warrants

-

-

-

-

Warrant liabilities - private placement warrants

-

-

-

-

Total Financial Liabilities

-

-

-

-


	As of December 31, 2023
	Fair Value		Level 1		Level 2		Level 3
Financial Liabilities:
Warrant liabilities - public warrants	$	2,275	$	-	$	-	$	2,275
Warrant liabilities - private placement warrants		76		-		-		76
Total Financial Liabilities	$	2,351	$	-	$	-	$	2,351

Summary of Key Inputs into Valuation Models Used to Estimate Fair Value of Warrant Liabilities

The key inputs into the respective valuation models used to estimate the fair value of the warrant liabilities were as follows during the year ended December 31, 2024:



	Public Warrants						Private Placement Warrants
	Low			High			Low			High
Risk-free interest rate		3.81	%		5.40	%		4.08	%		5.40	%
Volatility		83	%		130	%		83	%		130	%
Dividend yield		0	%		0	%		0	%		0	%
Expected term (years)		0.003			4.760			0.003			5.010
Share price	$	6.000		$	9.310		$	6.000		$	9.310

The key inputs into the respective valuation models used to estimate the fair value of the warrant liabilities were as follows during the year ended December 31, 2023:



	Public Warrants						Private Placement Warrants
	Low			High			Low			High
Risk-free interest rate		3.81	%		5.42	%		3.81	%		5.33	%
Volatility		99	%		113	%		102	%		113	%
Dividend yield		0	%		0	%		0	%		0	%
Expected term (years)		0.75			5.01			0.75			5.01
Share price	$	9.310		$	13.160		$	9.310		$	12.880

Employee Benefit Plan - Additional Information (Details)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Retirement Benefits [Abstract]
Maximum employee contribution to plan	100.00%	100.00%

Stock-Based Compensation - Grant Date Fair Value of Employee Stock Options Estimated Using Black-Scholes Option-Pricing Model with Weighted-Average Assumptions (Details)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected dividend yield	0.00%
Employee Stock Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected term (in years)	6 years	6 years
Expected volatility	75.00%	75.00%
Risk-free interest rate	4.50%	3.90%

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480483/718-10-35-1D

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

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
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-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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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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+ Details

Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Expected income tax benefit at the federal statutory rate	21.00%	21.00%
State taxes, net of federal benefit	5.30%	5.70%
Research and development credit, net	4.50%	5.70%
Non-deductible items and others	0.40%	0.70%
Change in valuation allowance	(31.20%)	(33.10%)
Total	0.00%	0.00%

Stock-Based Compensation - Additional Information (Details) - USD ($)			12 Months Ended
	May 09, 2024	Jan. 01, 2024	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total shares of common stock reserved			3,013,819	881,116
Weighted-average grant date fair value of stock options granted to employees and directors			$ 3.79	$ 58.16
Aggregate grant date fair value of stock options vested			$ 453,057	$ 511,673
Intrinsic value of outstanding awards					$ 4,000
Total unrecognized compensation cost related to stock options granted to employees			$ 242,067	$ 448,511
Maximum contractual life for options granted			10 years
Expected dividend yield			0.00%
2018 Omnibus Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total shares of common stock reserved			2,024
Additional shares of common stock	55,422	17,849
Employee Stock Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total unrecognized compensation cost related to stock options granted to employees, weighted-average recognition period			1 year 6 months 14 days	2 years 1 month 28 days
Expected term of stock option			6 years	6 years
Employee Stock Options \| 2011 Employee Equity Plan \| Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock options granted, expiration year			10 years
Employee Stock Options \| 2018 Omnibus Incentive Plan \| Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock options granted, expiration year			10 years
Employee Stock Options \| 2018 Omnibus Incentive Plan \| Maximum \| Board of Directors
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting period of stock option grants			8 years

Summary of Significant Accounting Policies - Summary of Estimated Useful Lives for Property and Equipment (Detail)	Dec. 31, 2024
Property Plant And Equipment [Line Items]
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration]	us-gaap:UsefulLifeTermOfLeaseMember
Research Equipment
Property Plant And Equipment [Line Items]
Property, Plant and Equipment, Useful Life	5 years
Furniture and Fixtures
Property Plant And Equipment [Line Items]
Property, Plant and Equipment, Useful Life	5 years
Computer Equipment
Property Plant And Equipment [Line Items]
Property, Plant and Equipment, Useful Life	3 years

Net Loss Per Share Attributable to Common Stockholders - Weighted-Average Common Stock Equivalents Excluded from Calculation of Diluted Net Loss Per Share as They Had Anti-Dilutive Effect (Details) - shares	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Employee Stock Options
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Weighted-average common stock equivalents excluded from calculation of diluted net loss per share	59,051	891
Public Warrants to Purchase Common Stock
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Weighted-average common stock equivalents excluded from calculation of diluted net loss per share	480,745	165,839
If Converted Common Shares From Convertible Preferred Stock
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Weighted-average common stock equivalents excluded from calculation of diluted net loss per share	171,394
Private Placement Warrants to Purchase Common Stock
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Weighted-average common stock equivalents excluded from calculation of diluted net loss per share	1,059,857	6,043

Segment Information (Tables)

12 Months Ended

Dec. 31, 2024

Segment Reporting [Abstract]

Summary of Disaggregated Research and Development Expenses

In addition to the significant expense categories included within net loss on the Company's statements of operations and comprehensive loss, see below for disaggregated research and development expenses:


	Year Ended December 31,
	2024		2023
	(in thousands)		(in thousands)
Clinical trial costs	$	6,081	$	9,834
Wages, benefits, and related costs		4,423		4,774
Preclinical supplies and equipment depreciation		1,516		1,448
Consulting, non-clinical trial services, and other		525		517
Total research and development expenses	$	12,545	$	16,574

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2024

Accounting Policies [Abstract]

Basis of Presentation

These financial statements reflect the accounts and operations of the Company. Beginning in 2024, proceeds from the issuance of common stock and proceeds from the private offering of common stock, which were previously separately presented in cash flows from financing activities in the statement of cash flows, are now aggregated in the line titled proceeds from private offering of common stock.

Use of Estimates

These financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amount of expenses during the reporting period. Such management estimates include those relating to assumptions used in the valuation of stock option awards, the valuation of the warrant liabilities, and valuation allowances against deferred income tax assets. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. The Company deposits its cash primarily in checking and money market accounts.

Concentration of Credit Risk, Other Risks and Uncertainties

The Company is subject to a number of risks, including, but not limited to, the lack of available capital; possible failure of preclinical testing or clinical trials; inability to obtain regulatory approval of product candidates; competitors developing new technological innovations; potential interruptions in the manufacturing and commercial supply operations; unsuccessful commercialization strategy and launch plans for its proprietary drug candidates; risks inherent in litigation, including purported class actions; market acceptance of the Company’s products; and protection of proprietary technology.

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. Cash equivalents are deposited in interest-bearing money market accounts. Although the Company deposits its cash with multiple financial institutions, cash balances may occasionally be in excess of the amounts insured by the Federal Deposit Insurance Corporation. Management believes the financial risk associated with these balances is minimal and has not experienced any losses to date.

The Company has historically raised capital in transactions with investors that include members of its board of directors and entities controlled by certain board members. As such, the Company's directors, directly and indirectly, control a significant ownership percentage of the Company. The Company can provide no assurances that future financing will be available in sufficient amounts or on terms acceptable to it or that its directors or entities controlled by certain board members will be willing or able to participate in future capital raises by the Company.

The Company depends on third-party manufacturers for the manufacture of drug substances and drug product for clinical trials. The Company also relies on certain third parties for its supply chain. Disputes with these third-party manufacturers or shortages in goods or services from third-party suppliers could delay the manufacturing of the Company’s product candidates and adversely impact its results of operations.

Fair Value of Financial Instruments

Financial instruments consist of cash, accounts receivable, derivative asset, accounts payable, accrued liabilities, long-term debt, warrant liabilities, and convertible preferred stock. Cash, accounts receivable, accounts payable, accrued liabilities, debt, and convertible preferred stock are stated at their carrying value, which approximates fair value due to the short time to the expected receipt or payment date of such amounts. Warrant liabilities and the derivative asset are measured at fair value on a recurring basis with the assumptions discussed in Note 4.

Financing Activities

During the year ended December 31, 2024, the Company received aggregate net proceeds of approximately $15.8 million from (i) private placements of 510,774 shares of common stock, 675,009 pre-funded warrants and 717,228 warrants to purchase shares of common stock (ii) a public offering of 193,000 shares of common stock (iii) sale of 10 shares of our Series A Preferred Stock, and warrants to purchase up to 229,057 shares of our common stock, and (iv) exercise of warrants.

During the year ended December 31, 2023, the Company received aggregate net proceeds of approximately $16.6 million from (i) private placements of shares of common stock, pre-funded warrants and warrants to purchase shares of common stock (ii) a public offering of shares of common stock, and (iii) through an award from the Alzheimer’s Drug Discovery Foundation in the form of an investment in our common stock.

On March 27, 2020, we announced that we had (i) entered into an open market sale agreement (the “Open Market Sale Agreement” or “ATM”) with Jefferies, LLC (“Jefferies”) and filed a prospectus supplement pursuant to which we were able to issue and sell up to $11.5 million of shares of our common stock. In September 2020, we filed a replacement prospectus supplement related to the Open Market Sale Agreement pursuant to which we may sell up to $113 million of shares of our common stock through Jefferies. On May 19, 2023, we filed a prospectus supplement under which we may offer and sell, from time to time, shares of our common stock having an aggregate offering price of up to $4,391,000 through the Open Market Sale Agreement. In 2024 and 2023, the Company sold 208 and 3,409 shares, respectively, through the Open Market Sale Agreement for proceeds of $2,077 and $0.3 million, respectively, net of commission. No further sales can be made pursuant to the Open Market Sale Agreement.

Property and Equipment, Net

Property and equipment are recorded at cost. Depreciation is computed over estimated useful lives of the related assets using the straight-line method. Leasehold improvements are amortized on a straight-line basis over the shorter of the useful life or term of the lease. Upon retirement or disposal, the cost and related accumulated depreciation are removed from the balance sheets and the resulting gain or loss is recorded to general and administrative expense in the statements of operations. Routine expenditures for maintenance and repairs are expensed as incurred.

Estimated useful lives for property and equipment are as follows:


	Property and Equipment	Estimated Useful Life
Research equipment		5 years
Furniture and fixtures		5 years
Computer equipment		3 years
Leasehold improvements		Lesser of estimated useful life or remaining lease term

Impairment of Long-Lived Assets

The Company reviews the recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on the ability to recover

the carrying value of the assets from the expected future cash flows (undiscounted and without interest expense) of the related operations. If these cash flows are less than the carrying value of such assets, an impairment loss for the difference between the estimated fair value and carrying value is recorded. There was no impairment loss recognized during the years ended December 31, 2024, and 2023.

Revenue Recognition

The Company’s revenues are generated primarily through collaborative research, license, development and commercialization agreements.

We recognize revenue when our customers obtain control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation.

At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Arrangements that include rights to additional goods or services that are exercisable at a customer’s discretion are generally considered options. We assess if these options provide a

material right to the customer and if so, they are considered performance obligations. The exercise of a material right is accounted for as a contract modification for accounting purposes.

The Company recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) each performance obligation is satisfied at a point in time or over time, and if over time this is based on the use of an output or input method.

Amounts received prior to revenue recognition are recorded as deferred revenue. Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as current portion of deferred revenue in the accompanying balance sheets. Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue, net of current portion. Amounts recognized as revenue, but not yet received or invoiced are generally recognized as contract assets in the Other Assets line item in the Balance Sheets.

Collaborative Arrangements – The Company has entered into collaboration agreements, which are within the scope of ASC 606, to discover, develop, manufacture and commercialize product candidates. The terms of these agreements typically contain multiple promises or obligations, which may include: (1) licenses, or options to obtain licenses, to use the Company’s research program materials, and (2) research and development activities to be performed on behalf of the collaboration partner. Payments the Company receives under these arrangements typically include one or more of the following: non-refundable, upfront license fees; option exercise fees; funding of research and/or development efforts; clinical and development, regulatory, and sales milestone payments; and royalties on future product sales.

The Company also analyzes its collaboration arrangements to assess whether they are within the scope of ASC 808, Collaborative Arrangements (“ASC 808”) to determine whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards dependent on the commercial success of such activities. This assessment is performed throughout the life of the arrangement based on changes in the responsibilities of all parties in the arrangement. For collaboration arrangements within the scope of ASC 808 that contain multiple elements, the Company first determines which elements of the collaboration are deemed to be within the scope of ASC 808 and those that are more reflective of a vendor-customer relationship and, therefore, are within the scope of ASC 606. For elements of collaboration arrangements that are accounted for pursuant to ASC 808, an appropriate recognition method is determined and applied consistently, generally by analogy to ASC 606. For those elements of the arrangement that are accounted for pursuant to ASC 606, the Company applies the five-step model described above.

For a complete discussion of accounting for collaboration revenues, see Note 5, “Collaboration Agreements”.

Research and Development Costs

Expenditures, including payroll, contractor expenses and supplies, for research and development of products are expensed as incurred. Clinical trial and other development costs incurred by third parties are expensed as the contracted work is performed. Where contingent milestone payments are due to third parties under research and development arrangements, the milestone payment obligations are expensed when the milestone results are probable of being achieved.

Stock-Based Compensation

The Company utilizes the Black-Scholes stock option-pricing model as the method for estimating the grant date fair value of its stock option awards. The Black-Scholes stock option-pricing model requires the use of highly subjective and complex assumptions, including the stock options’ expected term and the price volatility of the underlying stock. The grant date fair value of the portion of the stock option award that is ultimately expected to vest is recognized as compensation expense over the stock option awards’ requisite service periods. The Company recognizes stock-based compensation to expense using the straight-line method over the requisite service period. If there are any modifications or cancelations of stock option awards, the Company may be required to accelerate, increase or decrease any remaining unrecognized stock-based compensation expense.

Income Taxes

The Company uses the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to temporary differences between the financial statement carrying

amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities, which relate primarily to the carrying amount of the Company’s property and equipment and its net operating loss carryforward, are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax expense or benefit is the result of changes in the deferred tax assets and liabilities. Valuation allowances are established when necessary to reduce deferred tax assets where, based upon the available evidence, management concludes that it is more likely than not that the deferred tax assets will not be realized. In evaluating its ability to recover deferred tax assets, the Company considers all available positive and negative evidence, including its operating results, ongoing tax planning and forecasts of future taxable income on a jurisdiction-by-jurisdiction basis. Because of the uncertainty of the realization of the deferred tax assets, the Company has recorded a full valuation allowance against its deferred tax assets.

Reserves are provided for tax benefits for which realization is uncertain. Such benefits are only recognized when the underlying tax position is considered more likely than not to be sustained on examination by a taxing authority, assuming they possess full knowledge of the position and facts. Interest and penalties related to uncertain tax positions are recognized in the provision for income taxes; however, the Company currently has no interest or penalties related to income taxes or reserves for uncertain tax positions.

Segment and Geographic Information

The Company has one reportable and operating segment. Financial information about the Company's operating segment and geographic areas is presented in Note 16 of the financial statements.

Net Loss Per Share Attributable to Vaccinex, Inc. Common Stockholders

The Company calculates its basic and diluted net loss per share attributable to Vaccinex, Inc. common stockholders by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period, including issued but unexercised pre-funded warrants outstanding. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares, including issued but unexercised pre-funded warrants outstanding, plus common equivalent shares for the period, including any dilutive effect from such shares. Since the Company was in a net loss position for all periods presented, net loss per share attributable to common stockholders was the same on a basic and diluted basis, as the inclusion of all potential common equivalent shares outstanding would have been anti-dilutive.

For purposes of this calculation, stock options to purchase common stock, public warrants, and private placement warrants are considered common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to Vaccinex, Inc. common stockholders as their effect is anti-dilutive.

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 requires disclosure of additional categories of information about federal, state and foreign income taxes in the rate reconciliation table and more details about the reconciling items in some categories if items meet a quantitative threshold. The ASU requires entities to disclose income taxes paid, net of refunds, disaggregated by federal (national), state and foreign taxes for annual periods and to disaggregate the information by jurisdiction based on a quantitative threshold. The guidance makes several other changes to the disclosure requirements. The ASU is required to be applied prospectively, with the option to apply it retrospectively. The ASU is effective for fiscal years beginning after December 15, 2024. The Company is currently assessing the impact of the adoption of this guidance on its financial statements and disclosures.

Debt - Additional Information (Details) - PPP Loan - USD ($)			12 Months Ended
	Nov. 08, 2021	May 08, 2020	Dec. 31, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Amount of loan received		$ 1,133,600
Maturity date	May 08, 2025	May 08, 2022
Debt instrument interest rate	1.00%	1.00%
Payments commencement date		Nov. 08, 2020
Interest expense			$ 680	$ 1,441
CARES Act of 2020 aid forgiveness amount	$ 876,171
Monthly repayment	$ 6,334
Balance outstanding			$ 25,171

Fair Value of Financial Measurements

12 Months Ended

Dec. 31, 2024

Fair Value Disclosures [Abstract]

Fair Value of Financial Measurements

FAIR VALUE OF FINANCIAL MEASUREMENTS

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Assets and liabilities recorded at fair value on a nonrecurring basis in the balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Financial instruments consist of cash, accounts receivable, accounts payable, accrued liabilities, and long-term debt. Cash, accounts receivable, accounts payable, accrued liabilities, and debt, are stated at their carrying value, which approximates fair value due to the short time to the expected receipt or payment date of such amounts.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

Fair value measurement standards also apply to certain financial assets and liabilities that are measured at fair value on a recurring basis (each reporting period). For the Company, these financial assets and liabilities include its cash equivalents deposited in money market funds, warrant liabilities, and derivative assets. The Company does not have any nonfinancial assets or liabilities that are measured at fair value on a recurring basis.

The assets’ or liabilities’ fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

The following table sets forth the fair value of the Company’s financial assets by level within the fair value hierarchy (in thousands):


	As of December 31, 2024
	Fair Value		Level 1		Level 2		Level 3
Financial Assets:
Money market fund	$	802	$	802	$	-	$	-
Derivative asset		-		-		-		-
Total Financial Assets	$	802	$	802	$	-	$	-


	As of December 31, 2023
	Fair Value		Level 1		Level 2		Level 3
Financial Assets:
Money market fund	$	1,337	$	1,337	$	-	$	-
Total Financial Assets	$	1,337	$	1,337	$	-	$	-

          
         As of December 31, 2024

          
         Fair Value

         Level 1

         Level 2

         Level 3

         Financial Liabilities:

Warrant liabilities - public warrants

-

-

-

-

Warrant liabilities - private placement warrants

-

-

-

-

Total Financial Liabilities

-

-

-

-


	As of December 31, 2023
	Fair Value		Level 1		Level 2		Level 3
Financial Liabilities:
Warrant liabilities - public warrants	$	2,275	$	-	$	-	$	2,275
Warrant liabilities - private placement warrants		76		-		-		76
Total Financial Liabilities	$	2,351	$	-	$	-	$	2,351

The Company did not transfer any assets measured at fair value on a recurring basis to or from Level 1, Level 2, and Level 3 during the years ended December 31, 2024, and 2023.

Fair Value Measurement of Warrant Liabilities

The Company uses the Black-Scholes pricing model to determine the fair value of its warrant liabilities using Level 3 inputs. Inputs used to determine estimated fair value of the warrant liabilities include the fair value of the underlying stock at the valuation date, the term of the warrants, and the expected volatility of the underlying stock. The significant unobservable input used in the fair value measurement of the warrant liabilities is the estimated term of the warrants.

The following table summarizes the changes in fair value of the Company’s warrant liabilities that is recognized in the change in fair value of the warrant liabilities in the accompanying statements of operations and comprehensive loss during the two years-ended December 31, 2024 (in thousands):



	Public Warrants			Private Placement Warrants			Total
Warrant liabilities as of January 1, 2023	$	-		$	-		$	-
Issuance of warrants		4,325			132			4,457
Change in fair value		(2,050	)		(56	)		(2,106	)
Warrant liabilities as of December 31, 2023	$	2,275		$	76		$	2,351
Issuance of warrants		-			1,113			1,113
Reclassified as equity		(1,199	)		(800	)		(1,999	)
Cancellation of warrants		(77	)		-			(77	)
Exercise of warrants		(90	)		(7	)		(97	)
Change in fair value		(909	)		(382	)		(1,291	)
Warrant liabilities as of December 31, 2024	$	-		$	-		$	-

The key inputs into the respective valuation models used to estimate the fair value of the warrant liabilities were as follows during the year ended December 31, 2024:



	Public Warrants						Private Placement Warrants
	Low			High			Low			High
Risk-free interest rate		3.81	%		5.40	%		4.08	%		5.40	%
Volatility		83	%		130	%		83	%		130	%
Dividend yield		0	%		0	%		0	%		0	%
Expected term (years)		0.003			4.760			0.003			5.010
Share price	$	6.000		$	9.310		$	6.000		$	9.310

The key inputs into the respective valuation models used to estimate the fair value of the warrant liabilities were as follows during the year ended December 31, 2023:



	Public Warrants						Private Placement Warrants
	Low			High			Low			High
Risk-free interest rate		3.81	%		5.42	%		3.81	%		5.33	%
Volatility		99	%		113	%		102	%		113	%
Dividend yield		0	%		0	%		0	%		0	%
Expected term (years)		0.75			5.01			0.75			5.01
Share price	$	9.310		$	13.160		$	9.310		$	12.880

Fair Value Measurement of the Derivative Asset

The fair value of the derivative asset is determined using a binomial lattice valuation model (“BLM”). The application of the BLM requires the use of several inputs and significant unobservable assumptions, including volatility. Significant judgment is required in determining the expected volatility of the Company’s derivative asset.

The following table provides quantitative information regarding measurement inputs used to estimate the fair value of the Level 3 asset at:


	December 31, 2024

Risk-free interest rate		5.12	%
Expected volatility		40.00	%
Expected term (in years)		0.25
Exercise price (per share)	$	7.77
Number of shares		10

The following table presents the changes in the derivative asset during the year ended December 31, 2024 (in thousands):



Derivative asset as of January 1, 2024	$	-
Issuance of convertible preferred stock		95
Change in fair value		(95	)
Derivative asset as of December 31, 2024	$	-

- Definition

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

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+ Details

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (18,634)	$ (20,251)

- Definition

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

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+ Details

Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Income Statement [Abstract]
Revenue	$ 601	$ 570
Costs and expenses:
Research and development	12,545	16,574
General and administrative	6,791	6,881
Total costs and expenses	19,336	23,455
Loss from operations	(18,735)	(22,885)
Interest expense	(2)	(1)
Loss on settlement of warrants	(1,106)
Financing costs - warrant liabilities	(28)	(383)
Change in fair value of warrant liabilities	1,291	2,106
Change in fair value of derivative asset	(95)
Other income (expense), net	41	912
Loss before provision for income taxes	(18,634)	(20,251)
Provision for income taxes	0	0
Net loss attributable to Vaccinex, Inc. common stockholders	(18,634)	(20,251)
Comprehensive loss	$ (18,634)	$ (20,251)
Net loss per share attributable to Vaccinex, Inc. common stockholders, basic	$ (8.88)	$ (43.68)
Net loss per share attributable to Vaccinex, Inc. common stockholders, diluted	$ (8.88)	$ (43.68)
Weighted-average shares used in computing net loss per share attributable to Vaccinex, Inc. common stockholders, basic	2,098,947	463,653
Weighted-average shares used in computing net loss per share attributable toVaccinex, Inc. common stockholders, diluted	2,098,947	463,653

Fair Value Measurements - Schedule of Quantitative Information Regarding Measurement Inputs to Estimate the Fair Value of Asset (Details) - Level 3	Dec. 31, 2024
Risk-Free Interest Rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative asset measurement input	5.12
Expected Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative asset measurement input	40
Expected Term (in years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative asset measurement input	0.25
Exercise Price (per share)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative asset measurement input	7.77
Number of shares
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative asset measurement input	10

Segment Information

12 Months Ended

Dec. 31, 2024

Segment Reporting [Abstract]

Segment Information

17.

SEGMENT INFORMATION

The Company operates and manages its business as one operating and reportable segment, which is the discovery and development of targeted biotherapeutics to treat serious diseases and conditions with unmet medical needs. The Company’s chief operating decision maker ("CODM") is its President and Chief Executive Officer. The Company's measure of segment profit or loss is net income. For purposes of allocating resources and evaluating financial performance, the CODM reviews the financial information and evaluates net income or loss against comparable prior periods and the Company's forecast. The measure of segment assets is reported on the balance sheet as total assets. As of December 31, 2024, and 2023, all long-lived assets are located in the United States.


	Year Ended December 31,
	2024		2023
	(in thousands)		(in thousands)
Clinical trial costs	$	6,081	$	9,834
Wages, benefits, and related costs		4,423		4,774
Preclinical supplies and equipment depreciation		1,516		1,448
Consulting, non-clinical trial services, and other		525		517
Total research and development expenses	$	12,545	$	16,574

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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+ Details

License and Services Agreement - Additional Information (Details) $ in Millions	Mar. 27, 2020 USD ($)
License And Services Agreement [Line Items]
Proceeds from capital contribution	$ 11.5

Fair Value Measurements - Summary of Changes in Fair Value of Company's Warrant Liabilities that is Recognized in Change in Fair Value of Warrant Liabilities in Accompanying Statements of Operations and Comprehensive Loss (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liabilities, beginning balance	$ 2,351	$ 0
Issuance of warrants	1,113	4,457
Reclassified as equity	(1,999)
Cancellation of warrants	(77)
Exercise of warrants	(97)
Change in fair value	(1,291)	(2,106)
Warrant liabilities, ending balance	0	2,351
Public Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liabilities, beginning balance	2,275	0
Issuance of warrants	0	4,325
Reclassified as equity	(1,199)
Cancellation of warrants	(77)
Exercise of warrants	(90)
Change in fair value	(909)	(2,050)
Warrant liabilities, ending balance	0	2,275
Private Placement Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liabilities, beginning balance	76	0
Issuance of warrants	1,113	132
Reclassified as equity	(800)
Exercise of warrants	(7)
Change in fair value	(382)	(56)
Warrant liabilities, ending balance	$ 0	$ 76

Net Loss Per Share Attributable to Common Stockholders (Tables)

12 Months Ended

Dec. 31, 2024

Earnings Per Share [Abstract]

Weighted-Average Common Stock Equivalents Excluded from Calculation of Diluted Net Loss Per Share as They Had Anti-Dilutive Effect

The following weighted-average common stock equivalents were excluded from the calculation of diluted net loss per share for the periods presented as they had an anti-dilutive effect:


	Year Ended December 31,
	2024		2023

Options to purchase common stock		59,051		891
Public warrants to purchase common stock		480,745		165,839
If-converted common shares from convertible preferred stock		171,394		-
Private placement warrants to purchase common stock		1,059,857		6,043

Stock-Based Compensation - Summary of Stock Option Activity and Related Information (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]
Stock Options, Balance	14,323	8,285
Stock Options, Granted	73,906	6,535
Stock Options, Forfeited	(15,784)	(188)
Stock Options, Expired	(24)	(309)
Stock Options, Balance	72,421	14,323	8,285
Stock Options, Exercisable	14,534
Weighted-Average Exercise Price, Balance	$ 446.93	$ 829.32
Weighted-Average Exercise Price, Granted	5.75	84.81
Weighted-Average Exercise Price, Forfeited	76.93	302.87
Weighted-Average Exercise Price, Expired	3,129	3,129
Weighted-Average Exercise Price, Balance	79.21	$ 446.93	$ 829.32
Weighted-Average Exercise Price, Exercisable	$ 327.70
Weighted-Average Remaining Contractual Life (Years), Balance	8 years 10 months 24 days	7 years 8 months 12 days	7 years 1 month 6 days
Weighted-Average Remaining Contractual Life (Years), Granted	9 years 7 months 6 days	9 years 3 months 18 days
Weighted-Average Remaining Contractual Life (Years), Exercisable	7 years 4 months 24 days
Aggregate Intrinsic Value, Balance			$ 4

Segment Information - Summary of Disaggregated Research and Development Expenses (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Segment Reporting Information [Line Items]
Total research and development expenses	$ 12,545	$ 16,574
Operating Segments
Segment Reporting Information [Line Items]
Total research and development expenses	12,545	16,574
Operating Segments \| Clinical Trial Costs
Segment Reporting Information [Line Items]
Total research and development expenses	6,081	9,834
Operating Segments \| Wages Benefits and Related Costs
Segment Reporting Information [Line Items]
Total research and development expenses	4,423	4,774
Operating Segments \| Preclinical Supplies and Equipment Depreciation
Segment Reporting Information [Line Items]
Total research and development expenses	1,516	1,448
Operating Segments \| Consulting Non-Clinical Trial Services and Other
Segment Reporting Information [Line Items]
Total research and development expenses	$ 525	$ 517

Balance Sheet Components

12 Months Ended

Dec. 31, 2024

Balance Sheet Related Disclosures [Abstract]

Balance Sheet Components

BALANCE SHEET COMPONENTS

Property and Equipment

Property and equipment consist of the following (in thousands):


	As of December 31, 2024			As of December 31, 2023
Leasehold improvements	$	3,277		$	3,277
Research equipment		3,373			3,351
Furniture and fixtures		350			350
Computer equipment		250			250
Property and equipment, gross		7,250			7,228
Less: accumulated depreciation and amortization		(7,185	)		(7,091	)
Property and equipment, net	$	65		$	136

Depreciation expense related to property and equipment was $94,000 and $119,000 for the years ended December 31, 2024, and 2023, respectively.

Accrued Expenses

Accrued expenses consist of the following (in thousands):


	As of December 31, 2024		As of December 31, 2023

Accrued clinical trial cost	$	693	$	853
Accrued payroll and related benefits		223		295
Accrued consulting and legal		111		58
Accrued other		77		36
Accrued expenses	$	1,104	$	1,242

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Dec. 31, 2024	Dec. 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (18,634,000)	$ (20,251,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	94,000	119,000
Stock-based compensation	341,000	474,000
Change in fair value of warrant liability	(1,291,000)	(2,106,000)
Change in fair value of derivative asset	95,000
Loss on settlement of warrants	1,106,000
Loss on warrant issuance		67,000
Changes in operating assets and liabilities:
Accounts receivable	123,000	(786,000)
Prepaid expenses and other current assets	267,000	59,000
Accounts payable	1,914,000	521,000
Accrued expenses	(138,000)	461,000
Deferred revenue	(63,000)	63,000
Net cash used in operating activities	(16,186,000)	(21,379,000)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment	(22,000)	(67,000)
Net cash used in investing activities	(22,000)	(67,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock, pre-funded warrants, and private placement warrants	7,125,000
Proceeds from issuance of common stock, and pre-funded warrants		4,971,000
Proceeds from exercise of warrants	5,921,000
Proceeds from issuance of preferred stock and warrants	1,697,000
Proceeds from issuance of liability classified warrants in private placement offerings	1,113,000	4,391,000
Proceeds from private offering of common stock		7,302,000
Payments of long-term debt	(76,000)	(74,000)
Net cash provided by financing activities	15,780,000	16,590,000
NET DECREASE IN CASH AND CASH EQUIVALENTS	(428,000)	(4,856,000)
CASH AND CASH EQUIVALENTS–Beginning of period	1,535,000	6,391,000
CASH AND CASH EQUIVALENTS–End of period	$ 1,107,000	$ 1,535,000

Document And Entity Information - USD ($)	12 Months Ended
Document And Entity Information - USD ($)	Dec. 31, 2024	Apr. 11, 2025	Jun. 30, 2024
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	FY
Trading Symbol	VCNX
Entity Registrant Name	Vaccinex, Inc.
Entity Central Index Key	0001205922
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Seasoned Well Known Issuer	No
Entity Voluntary Filers	Yes
Entity Current Reporting Status	Yes
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
ICFR Auditor Attestation Flag	false
Document Financial Statement Restatement Recovery Analysis [Flag]	true
Entity Public Float			$ 5,577,428
Entity Common Stock, Shares Outstanding		2,676,637
Entity File Number	001-38624
Entity Tax Identification Number	16-1603202
Entity Address, Address Line One	1895 Mount Hope Avenue
Entity Address, City or Town	Rochester
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	14620
City Area Code	585
Local Phone Number	271-2700
Entity Interactive Data Current	Yes
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Security Exchange Name	NONE
Document Annual Report	true
Document Transition Report	false
Entity Incorporation, State or Country Code	DE
Auditor Firm ID	34
Auditor Name	Deloitte & Touche LLP
Auditor Location	Rochester, New York
Auditor Opinion [Text Block]	Opinion on the Financial Statements We have audited the accompanying balance sheets of Vaccinex, Inc. (the "Company") as of December 31, 2024 and 2023, the related statements of operations and comprehensive loss, stockholders' equity (deficit), and cash flows, for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Balance Sheet Components - Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Property Plant And Equipment [Line Items]
Property and equipment, gross	$ 7,250	$ 7,228
Less: accumulated depreciation and amortization	(7,185)	(7,091)
Property and equipment, net	65	136
Leasehold Improvements
Property Plant And Equipment [Line Items]
Property and equipment, gross	3,277	3,277
Research Equipment
Property Plant And Equipment [Line Items]
Property and equipment, gross	3,373	3,351
Furniture and Fixtures
Property Plant And Equipment [Line Items]
Property and equipment, gross	350	350
Computer Equipment
Property Plant And Equipment [Line Items]
Property and equipment, gross	$ 250	$ 250

Debt	12 Months Ended
Debt	Dec. 31, 2024
Debt Instruments [Abstract]
Debt	8. DEBT On May 8, 2020, the Company received the PPP Loan in the amount of $1,133,600. The PPP Loan originally matured on May 8, 2022, with no principal payments required prior to the maturity date, and bears interest at an annual rate of 1.0%, with interest payments commencing on November 8, 2020, less the amount of any potential forgiveness. On November 8, 2021, the Company was awarded loan forgiveness of $876,171 and the remaining balance of the loan was refinanced. The loan has a maturity date of May 8, 2025, bears interest of 1%, and will be repaid in monthly payments of $6,334. The balance outstanding on December 31, 2024, of $25,171 is classified as current, as it is required to be fully repaid in May 2025. The Company has recorded interest expense of $680 and $1,441 for the years ended December 31, 2024, and 2023, respectively on its statements of operations and comprehensive loss.

Award Timing Disclosure

12 Months Ended

Dec. 31, 2024

Mar. 21, 2024

USD ($)

$ / shares

Rate

Award Timing Disclosures [Line Items]

Award Timing MNPI Disclosure

Policies and Practices Related to the Grant of Certain Equity Awards

We do not grant equity awards in anticipation of the release of material nonpublic information, and we do not time the release of material nonpublic information based on grant dates or for the purpose of affecting the value of executive compensation. In addition, we do not take material nonpublic information into account when determining the timing and terms of grants. We do not currently have a formal policy with respect to the timing of option grants as our current practice is to grant options to management after our Compensation Committee meets in March.

During the fiscal ended December 31, 2024, we granted named executive officers incentive option awards in the period beginning four business days before and ending one business day after the filing of a current report on Form 8-K that disclosed material nonpublic information as set forth in the table below. As discussed above, we granted our named executive officers incentive stock options on March 21, 2024, which vest in four equal annual installments. On March 27, 2024, we announced that we had entered into a securities purchase agreement for the sale of shares of our common stock and warrants in an offering, expected to close on March 28, 2024, for aggregate gross proceeds of approximately $1.5 million.


Name	Grant date	Number of securities underlying the award	Exercise price of the award $/share	Grant date fair value of the award $	Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information
Maurice Zauderer	March 21, 2024	1,877	8.21	5.70	-1.85%
Ernest S. Smith	March 21, 2024	1,341	8.21	5.70	-1.85%
Elizabeth E. Evans	March 21, 2024	1,341	8.21	5.70	-1.85%

Award Timing Method

Award Timing Predetermined

false

Award Timing MNPI Considered

true

Award Timing, How MNPI Considered

We do not grant equity awards in anticipation of the release of material nonpublic information

MNPI Disclosure Timed for Compensation Value

false

Awards Close in Time to MNPI Disclosures, Table


Name	Grant date	Number of securities underlying the award	Exercise price of the award $/share	Grant date fair value of the award $	Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information
Maurice Zauderer	March 21, 2024	1,877	8.21	5.70	-1.85%
Ernest S. Smith	March 21, 2024	1,341	8.21	5.70	-1.85%
Elizabeth E. Evans	March 21, 2024	1,341	8.21	5.70	-1.85%

Maurice Zauderer

Awards Close in Time to MNPI Disclosures

Name

Maurice Zauderer

Underlying Securities | shares

1,877

Exercise Price | $ / shares

$ 8.21

Fair Value as of Grant Date | $

$ 5.7

Underlying Security Market Price Change | Rate

(1.85%)

Ernest S. Smith

Awards Close in Time to MNPI Disclosures

Name

Ernest S. Smith

Underlying Securities | shares

1,341

Exercise Price | $ / shares

$ 8.21

Fair Value as of Grant Date | $

$ 5.7

Underlying Security Market Price Change | Rate

(1.85%)

Elizabeth E. Evans

Awards Close in Time to MNPI Disclosures

Name

Elizabeth E. Evans

Underlying Securities | shares

1,341

Exercise Price | $ / shares

$ 8.21

Fair Value as of Grant Date | $

$ 5.7

Underlying Security Market Price Change | Rate

(1.85%)

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Employee Benefit Plan	12 Months Ended
Employee Benefit Plan	Dec. 31, 2024
Retirement Benefits [Abstract]
Employee Benefit Plan	15. EMPLOYEE BENEFIT PLAN The Company sponsors a 401(k) plan that stipulates that eligible employees can elect to contribute to the 401(k) plan, subject to certain limitations, up to the lesser of the statutory maximum or 100% of eligible compensation on a pre-tax basis. Through December 31, 2024, and 2023, the Company has not elected to match employee contributions as permitted by the plan. The Company pays the administrative costs for the plan.

Commitments and Contingencies

12 Months Ended

Dec. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

COMMITMENTS AND CONTINGENCIES

Cancellation of Warrants

A holder of certain of the warrants that we called for cancellation has notified the Company that it believes that the warrants it held are still outstanding. The number of shares represented by these canceled warrants represents approximately 6% of our outstanding shares as of December 31, 2024, on a pre-issuance basis. Should this matter continue, and a resolution be required and reached, there could be adverse impacts to the Company, including the payment of damages or the issuance of additional shares of common stock. While the Company believes that it has meritorious defenses with respect to this matter, and intends to vigorously defend its position, the process of resolving these matters is inherently uncertain and may develop over a long period of time, and so it is not possible to predict the ultimate resolution of such matter.

Other Contingencies

The Company is subject to claims and assessments from time to time in the ordinary course of business. The Company records a provision for a liability when it believes that it is both probable that a liability has been incurred, and the amount can be reasonably estimated. Significant judgment is required to determine both probability and the estimated amount.

In the normal course of business, the Company may become involved in legal proceedings. The Company will accrue a liability for such matters when it is probable that a liability has been incurred, and the amount can be reasonably estimated. When only a range of possible loss can be established, the most probable amount in the range is accrued. If no amount within this range is a better estimate than any other amount within the range, the minimum amount in the range is accrued. The accrual for a litigation loss contingency might include, for example, estimates of potential damages, outside legal fees and other directly related costs expected to be incurred. As of December 31, 2024, and December 31, 2023 the Company was not involved in any material legal proceedings.

Fair Value of Financial Measurements - Summary of Fair Value of Financial Assets by Level within Fair Value Hierarchy (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Financial Liabilities:
Warrant liabilities	$ 0	$ 2,351	$ 0
Public Warrants
Financial Liabilities:
Warrant liabilities	0	2,275	0
Private Placement Warrants
Financial Liabilities:
Warrant liabilities	0	76	$ 0
Fair Value Measurements Recurring
Financial Assets:
Total Financial Assets	802	1,337
Financial Liabilities:
Total Financial Liabilities	0	2,351
Fair Value Measurements Recurring \| Public Warrants
Financial Liabilities:
Warrant liabilities	0	2,275
Fair Value Measurements Recurring \| Private Placement Warrants
Financial Liabilities:
Warrant liabilities	0	76
Fair Value Measurements Recurring \| Money Market Funds
Financial Assets:
Cash equivalents	802	1,337
Fair Value Measurements Recurring \| Level 1
Financial Assets:
Total Financial Assets	802	1,337
Fair Value Measurements Recurring \| Level 1 \| Money Market Funds
Financial Assets:
Cash equivalents	802	1,337
Fair Value Measurements Recurring \| Level 3
Financial Liabilities:
Total Financial Liabilities	0	2,351
Fair Value Measurements Recurring \| Level 3 \| Public Warrants
Financial Liabilities:
Warrant liabilities	0	2,275
Fair Value Measurements Recurring \| Level 3 \| Private Placement Warrants
Financial Liabilities:
Warrant liabilities	$ 0	$ 76

Collaboration Agreements

12 Months Ended

Dec. 31, 2024

Collaboration Agreements [Abstract]

Collaboration Agreements

COLLABORATION AGREEMENTS

Surface Oncology, Inc.

In November 2017, the Company entered into a research collaboration and license option agreement with Surface Oncology, Inc. (“Surface”) to identify and select antibodies against two target antigens, using the Company’s proprietary technology as described in the agreement. Under the agreement, Surface may purchase exclusive options, exercisable by providing a written notice to the Company, to obtain (i) an exclusive product license to make, use, sell and import products incorporating antibodies targeting the first antigen and (ii) an exclusive research tool license to use antibodies targeting the second antigen to perform research. Surface purchased the first option and exercised the second option and entered into an exclusive research tool license agreement with Surface in the third quarter of 2019.

Under the research collaboration and license option agreement, Surface paid an upfront technology access fee of $250,000 and makes milestone payments upon completion of each of four designated milestones for the first target antigen specified in the agreement. For the second target antigen, Surface is obligated to make payments to the Company based on time incurred by the Company in the conduct of the work plan described in the agreement. Surface is required to reimburse the Company for expenses incurred (i) in the conduct of the work plan as detailed in the research funding budget and (ii) for patent filings and prosecution of the Company’s program intellectual property as described in the agreement. The exercise of each option would also entail a license fee and annual maintenance fees, and in the case of the product license, royalties and additional milestone payments. This agreement will expire upon the latest of the expiration of both research programs and all evaluation and testing periods. During the year ended 2024 we did not record any revenue related to the agreement with Surface Oncology. During the year ended December 31, 2023, the Company recorded $500,000 of revenue for a milestone fee for the first target. In 2023 Surface terminated this exclusive research license agreement and therefore will not be required to pay the maintenance fee any longer. Surface Oncology has sublicensed this program for the second target to Coherus which is actively continuing phase 1/2 development. Coherus is now responsible for the maintenance fee.

Summary of Significant Accounting Policies - Additional Information (Details)						1 Months Ended		12 Months Ended
	Mar. 27, 2024 shares	Feb. 19, 2024 $ / shares	Sep. 25, 2023 $ / shares	May 19, 2023 USD ($)	Mar. 27, 2020 USD ($)	Feb. 29, 2024 $ / shares shares	Sep. 30, 2020 USD ($)	Dec. 31, 2024 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) $ / shares shares
Summary Of Significant Accounting Policies [Line Items]
Stock split, conversion ratio		0.14	0.15
Common stock, par value \| $ / shares		$ 0.0001	$ 0.0001					$ 0.0001	$ 0.0001
Reverse stock split description								Company effected a 1-for-15 reverse stock split of its issued shares of common stock. On February 19, 2024, the Company effected a second reverse split of shares of the Company's common stock on a 1-for-14 basis. All per share amounts, common shares outstanding, warrants, and stock-based compensation amounts for all periods presented have been retroactively adjusted to reflect these reverse stock splits.
Proceeds from capital contribution \| $					$ 11,500,000
Asset impairment charges \| $								$ 0	$ 0
Treasury stock repurchased								0	0
Interest related to income taxes \| $								$ 0
Penalties related to income taxes \| $									$ 0
Net cash provided by financing activities \| $								15,780,000	16,590,000
Maximum
Summary Of Significant Accounting Policies [Line Items]
Sale of stock, consideration received \| $							$ 113,000,000
Common Stock
Summary Of Significant Accounting Policies [Line Items]
Aggregate number of shares issued and sold	159,683
Pre-funded Warrants \| Common Stock
Summary Of Significant Accounting Policies [Line Items]
Aggregate number of shares issued and sold						90,363
Shares issued, price per share \| $ / shares						$ 0.0014
Open Market Sale Agreement
Summary Of Significant Accounting Policies [Line Items]
Sale of stock, consideration received \| $								$ 2,077,000,000	$ 300,000
Aggregate number of shares issued and sold								208	3,409
Open Market Sale Agreement \| Common Stock \| Maximum
Summary Of Significant Accounting Policies [Line Items]
Aggregate offering price \| $				$ 4,391,000
Private Placement \| Common Stock and Warrants
Summary Of Significant Accounting Policies [Line Items]
Aggregate number of shares issued and sold								717,228
Private Placement \| Common Stock
Summary Of Significant Accounting Policies [Line Items]
Aggregate number of shares issued and sold								510,774
Private Placement \| Pre-funded Warrants
Summary Of Significant Accounting Policies [Line Items]
Aggregate number of shares issued and sold								675,009
Public Offering \| Common Stock
Summary Of Significant Accounting Policies [Line Items]
Aggregate number of shares issued and sold								193,000
Preferred Stock and Warrants \| Series A Preferred Stock
Summary Of Significant Accounting Policies [Line Items]
Aggregate number of shares issued and sold								10
Preferred Stock and Warrants \| Common Stock and Warrants
Summary Of Significant Accounting Policies [Line Items]
Aggregate number of shares issued and sold								229,057

Income Taxes - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Operating Loss Carryforwards [Line Items]
Provision for income taxes	$ 0	$ 0
Increase (decrease) in valuation allowance for deferred tax asset	$ 6,000,000	6,600,000
Tax credit carryforwards, expiration date	Dec. 31, 2021
Unrecognized tax benefits that would impact effective tax rate	$ 0	$ 0
Description of tax years open to examination by major jurisdictions	from January 1, 2021, to December 31, 2024,
Federal
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	$ 312,700,000
Operating loss carryforwards, expiration date	Dec. 31, 2024
Federal \| Research
Operating Loss Carryforwards [Line Items]
Tax credit carryforwards	$ 24,600,000
State
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	$ 324,900,000
Operating loss carryforwards, expiration date	Dec. 31, 2034

Related Party Transactions

12 Months Ended

Dec. 31, 2024

Related Party Transactions

16. RELATED PARTY TRANSACTIONS

As discussed in Note 7, the Company leases its facility from 1895 Management, Ltd., a New York corporation controlled by an entity affiliated with the Company’s chairman and major stockholder of the Company. Rent expense incurred under this operating lease was $181,000 for each of the years ended December 31, 2024, and 2023.

On March 30, 2023, the Company entered into a Stock Purchase Agreement, pursuant to which the Company issued and sold 23,693 shares of its common stock at a purchase price of $86.10 per share for aggregate gross proceeds of $2.04 million (the "March 2023 Private Placement”). FCMI and Vaccinex (Rochester) L.L.C. purchased 23,229 shares of the Company's common stock for an aggregate purchase price of $2.0 million in the March 2023 Private Placement. In addition, FCMI made a binding commitment in the Stock Purchase Agreement to purchase, on or prior to May 15, 2023, up to an additional $2.96 million of shares of the Company's common stock, less the aggregate purchase price of securities of the Company other than the shares sold by the Company to investors other than FCMI and its affiliates after the closing and on or prior to May 15, 2023, and subject to the terms and conditions of the Stock Purchase Agreement.

On May 12, 2023, pursuant to the March 2023 Stock Purchase Agreement, the Company issued and sold 37,660 shares of its common stock at a purchase price of $78.5988 per share for aggregate gross proceeds of $2.96 million. FCMI purchased 31,690 shares of the Company's common stock in relation to the May 12, 2023, sale for a purchase price of $2.51 million.

On September 20, 2023, the Company entered into the Stock Purchase Agreement, pursuant to which the Company issued and sold 17,781 shares of its common stock at a purchase price of $32.76 per share for aggregate gross proceeds of $0.58 million (the "September 2023 Private Placement”). Vaccinex (Rochester) L.L.C. purchased 9,768 shares of the Company's common stock in the September 2023 Private Placement for a purchase price of $0.32 million.

On October 3, 2023, pursuant to the Company’s registration statement on Form S-1, as amended (File No. 333-274520), and a securities purchase agreement, as applicable, the Company issued and sold to certain investors (i) 542,857 shares of the Company’s common stock together with common warrants to purchase up to 542,857 shares of common stock and (ii) 142,857 pre-funded warrants to purchase up to 142,857 shares of common stock together with common warrants to purchase up to 142,857 shares of common stock, at a purchase price of $14.00 and $13.99, respectively, for aggregate gross proceeds of $9.6 million (“the October

2023 Offering”). FCMI and Vaccinex (Rochester) L.L.C. purchased 214,286 and 35,714 shares of our common stock and accompanying common warrants, respectively, in the October 2023 Offering for an aggregate purchase price of $3.5 million.

On November 2, 2023, the Company entered into Securities Purchase Agreements with certain investors from the August and September 2023 private placements, pursuant to which the Company issued and sold 37,694 warrants to purchase up to 37,694 shares of its common stock at a purchase price of $1.75 per warrant for aggregate gross proceeds of $70,000 (the "November Warrant Offering”). Vaccinex (Rochester) L.L.C. purchased 9,768 warrants in the November Warrant Offering for a purchase price of $17,000.

On February 6, 2024, the Company entered into a securities purchase agreement pursuant to which it issued and sold 274,182 shares of our common stock together with private placement warrants to purchase up to 274,182 shares of common stock and (ii) pre-funded warrants to purchase up to 90,363 shares of common stock together with private placement warrants to purchase up to 90,363 shares of our common stock (the “February 2024 SPA”). The shares of common stock and accompanying private placement warrants were sold at a combined price of $10.15 per share and the accompanying private placement warrant, and the pre-funded warrants and accompanying private placement warrants were sold at a combined price of $10.1486 per pre-funded warrant and accompanying private placement warrant, for aggregate gross proceeds of approximately $3.7 million. FCMI and Vaccinex (Rochester), L.L.C. purchased shares of the Company’s common stock and accompanying warrants in this transaction.

On March 27, 2024, the Company entered into a securities purchase agreement in a different form pursuant to which the Company sold 159,683 shares of common stock and warrants to purchase up to 159,683 shares of common stock in a private placement at a combined price of $7.77 per share and accompanying warrant for an aggregate purchase price of approximately $1.25 million. FCMI and Vaccinex (Rochester), L.L.C. purchased shares of the Company's common stock and accompanying warrants in this transaction. This transaction closed on March 28, 2024.

On September 17, 2024, the Company entered into the Inducement Letter Agreements as described in Note 10 above. FCMI and Vaccinex (Rochester), L.L.C. participated in the transactions contemplated by the Inducement Letter Agreements.

On November 13, 2024, the Company entered into a securities purchase agreement, pursuant to which the Company issued and sold 76,909 shares of its common stock and prefunded warrants to purchase up to 584,646 shares of common stock at a combined price of $3.25 per share for aggregate gross proceeds of $2.15 million. Vaccinex (Rochester) L.L.C. and FCMI purchased shares of the Company's common stock while FCMI purchased the prefunded warrants in this transaction.

Vaccinex (Rochester), L.L.C. has contributed $0.6 million to fund operations in 2025.

- Definition

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

+ References

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

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

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

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

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

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

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

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

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

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

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

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

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

+ Details

Restatement

12 Months Ended

Dec. 31, 2024

Accounting Changes and Error Corrections [Abstract]

Restatement

18.

RESTATEMENT

Subsequent to the issuance of the Company's 2023 financial statements, the Company's management determined that the statement of cash flows did not appropriately present cash used in operating activities and cash provided by financing activities. Specifically, within operating activities, the Company did not appropriately present fair value adjustments related to warrant instruments. Within financing activities, the Company omitted proceeds associated with the issuance of warrant instruments that were liability-classified as of December 31, 2023. As a result, the 2023 statement of cash flows has been restated from the amounts previously reported.

The table below summarizes the effects of the restatement by financial-statement line item affected.


	For the year ended December 31, 2023
	Previously Reported			Adjustments			As Restated
	(in thousands)
Change in fair value of warrant liability	$	2,106		$	(4,212	)	$	(2,106	)
Loss on warrant issuance	$	-		$	67		$	67
Net cash used in operating activities	$	(17,234	)	$	(4,145	)	$	(21,379	)
Proceeds from issuance of liability classified warrants in private placement offerings	$	-		$	4,391		$	4,391
Proceeds from private offering of common stock	$	7,547		$	(245	)	$	7,302
Net cash provided by financing activities	$	12,445		$	4,145		$	16,590

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2024

Share-Based Payment Arrangement [Abstract]

Summary of Stock Option Activity and Related Information

A summary of the Company’s stock option activity and related information is as follows:


	Stock Options			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value (in thousands)
Balance as of January 1, 2023		8,285		$	829.32		7.1	$	4
Granted		6,535			84.81		9.3
Exercised		-			-		-
Forfeited		(188	)		302.87
Expired		(309	)		3,129.00
Balance as of December 31, 2023		14,323		$	446.93		7.7	$	-
Granted		73,906			5.75		9.6
Exercised		-			-		-		-
Forfeited		(15,784	)		76.93
Expired		(24	)		3,129.00
Balance as of December 31, 2024		72,421		$	79.21		8.9	$	-
Exercisable as of December 31, 2024		14,534		$	327.70		7.4	$	-

Grant Date Fair Value of Employee Stock Options Estimated Using Black-Scholes Option-Pricing Model with Weighted-Average Assumptions

The grant date fair value of employee stock options was estimated using a Black-Scholes option-pricing model with the following weighted-average assumptions:


	Year Ended December 31,
	2024			2023
Expected term (in years)		6.0			6.0
Expected volatility		75	%		75	%
Risk-free interest rate		4.5	%		3.9	%
Expected dividend yield		-	%		-	%

Total Stock-Based Compensation Expense Recognized in Consolidated Statements of Operations and Comprehensive Loss

Total stock-based compensation expense recognized in the statements of operations and comprehensive loss is as follows (in thousands):


	Year Ended December 31,
	2024		2023
Research and development	$	125	$	184
General and administrative		216		290
Total stock-based compensation expense	$	341	$	474

Balance Sheet Components - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Accrued clinical trial cost	$ 693	$ 853
Accrued payroll and related benefits	223	295
Accrued consulting and legal	111	58
Accrued other	77	36
Accrued expenses	$ 1,104	$ 1,242

Balance Sheet Components - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Abstract]
Depreciation	$ 94,000	$ 119,000

Net Loss Per Share Attributable to Common Stockholders

12 Months Ended

Dec. 31, 2024

Earnings Per Share [Abstract]

Net Loss Per Share Attributable to Common Stockholders

14.

NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS

The following weighted-average common stock equivalents were excluded from the calculation of diluted net loss per share for the periods presented as they had an anti-dilutive effect:


	Year Ended December 31,
	2024		2023

Options to purchase common stock		59,051		891
Public warrants to purchase common stock		480,745		165,839
If-converted common shares from convertible preferred stock		171,394		-
Private placement warrants to purchase common stock		1,059,857		6,043

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 1,107	$ 1,535
Accounts receivable	838	961
Prepaid expenses and other current assets	586	853
Derivative asset	0	0
Total current assets	2,531	3,349
Property and equipment, net	65	136
Operating lease right-of-use asset	0	146
TOTAL ASSETS	2,596	3,631
Current liabilities:
Accounts payable	3,955	2,039
Accrued expenses	1,104	1,242
Deferred revenue	0	63
Current portion of long-term debt	25	75
Operating lease liability	0	146
Warrant liability	0	2,351
Total current liabilities	5,084	5,916
Long-term debt	0	26
TOTAL LIABILITIES	5,084	5,942
Stockholders’ equity (deficit):
Convertible preferred stock (Series A), par value of $0.001 per share; 10,000,000 shares authorized, 10 shares issued and outstanding as of December 31, 2024, and no shares authorized, issued or outstanding as of December 31, 2023; with aggregate liquidation preference of $1,750,000 and $0 as of December 31, 2024 and December 31, 2023, respectively	1,665	0
Common stock, par value of $0.0001 per share; 100,000,000 shares authorized as of December 31,2024 and December 31,2023; 2,676,642 and 892,622 shares issued as of December 31,2024 and December 31,2023 respectively; 2,676,637 and 892,617 shares outstanding as of December 31,2024 and December 31,2023, respectively	1	0
Additional paid-in capital	354,418	337,627
Treasury stock, at cost; 5 shares of common stock as of December 31, 2024, and December 31, 2023, respectively	(11)	(11)
Accumulated deficit	(358,561)	(339,927)
TOTAL STOCKHOLDERS' EQUITY/(DEFICIT)	(2,488)	(2,311)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$ 2,596	$ 3,631

Fair Value Measurements - Summary of Key Inputs into Valuation Models Used to Estimate Fair Value of Warrant Liabilities (Details)	Dec. 31, 2024	Dec. 31, 2023
Public Warrants \| Maximum \| Risk-Free Interest Rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liabilities measurement input	5.4	5.42
Public Warrants \| Maximum \| Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liabilities measurement input	130	113
Public Warrants \| Maximum \| Dividend Yield
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liabilities measurement input	0	0
Public Warrants \| Maximum \| Expected Term (Years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liabilities measurement input	4.76	5.01
Public Warrants \| Maximum \| Share Price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liabilities measurement input	9.31	13.16
Public Warrants \| Minimum \| Risk-Free Interest Rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liabilities measurement input	3.81	3.81
Public Warrants \| Minimum \| Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liabilities measurement input	83	99
Public Warrants \| Minimum \| Dividend Yield
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liabilities measurement input	0	0
Public Warrants \| Minimum \| Expected Term (Years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liabilities measurement input	0.003	0.75
Public Warrants \| Minimum \| Share Price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liabilities measurement input	6	9.31
Private Placement Warrants \| Maximum \| Risk-Free Interest Rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liabilities measurement input	5.4	5.33
Private Placement Warrants \| Maximum \| Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liabilities measurement input	130	113
Private Placement Warrants \| Maximum \| Dividend Yield
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liabilities measurement input	0	0
Private Placement Warrants \| Maximum \| Expected Term (Years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liabilities measurement input	5.01	5.01
Private Placement Warrants \| Maximum \| Share Price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liabilities measurement input	9.31	12.88
Private Placement Warrants \| Minimum \| Risk-Free Interest Rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liabilities measurement input	4.08	3.81
Private Placement Warrants \| Minimum \| Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liabilities measurement input	83	102
Private Placement Warrants \| Minimum \| Dividend Yield
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liabilities measurement input	0	0
Private Placement Warrants \| Minimum \| Expected Term (Years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liabilities measurement input	0.003	0.75
Private Placement Warrants \| Minimum \| Share Price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liabilities measurement input	6	9.31

Related Party Transactions - Additional Information (Details)											1 Months Ended		12 Months Ended
	Nov. 14, 2024 USD ($)	Nov. 13, 2024 $ / shares shares	Mar. 27, 2024 $ / shares shares	Feb. 06, 2024 USD ($) $ / shares shares	Nov. 02, 2023 USD ($) $ / shares shares	Oct. 03, 2023 USD ($) $ / shares shares	Sep. 20, 2023 USD ($) $ / shares shares	May 15, 2023 USD ($)	May 12, 2023 USD ($) $ / shares shares	Mar. 30, 2023 USD ($) $ / shares shares	Feb. 29, 2024 USD ($) $ / shares shares	Nov. 30, 2017 TargetAntigen	Dec. 31, 2024 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) shares	Mar. 31, 2024 shares	Nov. 30, 2023 shares
Related Party Transaction [Line Items]
Rent expense incurred under operating lease \| $													$ 181,000	$ 181,000
Number of target antigens against which antibodies are to be identified and selected \| TargetAntigen												2
Revenue \| $													$ 601,000	$ 570,000
Sale of stock, transaction date			Mar. 27, 2024
Common stock, shares issued													2,676,642	892,622
Securities Purchase Agreement
Related Party Transaction [Line Items]
Sale of stock, transaction date		Nov. 13, 2024
Shares issued, price per share \| $ / shares													$ 7.64
Vaccinex (Rochester) L.L.C.
Related Party Transaction [Line Items]
Common stock, shares issued										23,229
Contribution to fund operations in 2025 \| $													$ 600,000
March 2023 Private Placement
Related Party Transaction [Line Items]
Sale of stock, transaction date										Mar. 30, 2023
March 2023 Private Placement \| FCMI Parent Co.
Related Party Transaction [Line Items]
Gross proceeds from issuance of common stock \| $										$ 2,000,000
Common stock, shares issued										23,229
March 2023 Private Placement \| Vaccinex (Rochester) L.L.C.
Related Party Transaction [Line Items]
Gross proceeds from issuance of common stock \| $										$ 2,000,000
May 2023 Private Placement
Related Party Transaction [Line Items]
Sale of stock, transaction date									May 12, 2023
May 2023 Private Placement \| FCMI Parent Co.
Related Party Transaction [Line Items]
Gross proceeds from issuance of common stock \| $									$ 2,510,000
Common stock, shares issued									31,690
September 2023 Private Placement
Related Party Transaction [Line Items]
Sale of stock, transaction date							Sep. 20, 2023
September 2023 Private Placement \| Vaccinex (Rochester) L.L.C.
Related Party Transaction [Line Items]
Gross proceeds from issuance of common stock \| $							$ 320,000
Common stock, shares issued							9,768
October 2023 Offering
Related Party Transaction [Line Items]
Sale of stock, transaction date						Oct. 03, 2023
Gross proceeds from issuance of common stock \| $						$ 3,500,000
October 2023 Offering \| FCMI Parent Co.
Related Party Transaction [Line Items]
Common stock, shares issued						214,286
October 2023 Offering \| Vaccinex (Rochester) L.L.C.
Related Party Transaction [Line Items]
Common stock, shares issued						35,714
November Warrant Offering
Related Party Transaction [Line Items]
Sale of stock, transaction date					Nov. 02, 2023
Gross proceeds from issuance of common stock \| $					$ 17,000
Common stock, shares issued					70,000
Warrants issued															354,693
November Warrant Offering \| Vaccinex (Rochester) L.L.C.
Related Party Transaction [Line Items]
Common stock, shares issued					9,768
February 2024 Private Placement
Related Party Transaction [Line Items]
Sale of stock, transaction date				Feb. 06, 2024
Gross proceeds from issuance of common stock \| $				$ 3,700,000
Warrants issued															354,693
Private Placement \| Securities Purchase Agreement
Related Party Transaction [Line Items]
Gross proceeds from issuance of common stock \| $	$ 2,150,000
Public Offering and Private Placement
Related Party Transaction [Line Items]
Shares issued, price per share \| $ / shares			$ 7.77
Pre-funded Warrants
Related Party Transaction [Line Items]
Gross proceeds from issuance of common stock \| $											$ 900,000
Pre-funded Warrants \| October 2023 Offering
Related Party Transaction [Line Items]
Aggregate number of shares issued and sold						142,857
Shares issued, price per share \| $ / shares						$ 13.99
Pre-funded Warrants \| Private Placement
Related Party Transaction [Line Items]
Aggregate number of shares issued and sold													675,009
Private Placement Warrants
Related Party Transaction [Line Items]
Gross proceeds from issuance of common stock \| $													$ 840,000
Common and Pre-Funded Warrants \| February 2024 Private Placement
Related Party Transaction [Line Items]
Shares issued, price per share \| $ / shares				$ 10.1486
Warrants issued				90,363
Common Stock
Related Party Transaction [Line Items]
Aggregate number of shares issued and sold			159,683
Common Stock \| Securities Purchase Agreement
Related Party Transaction [Line Items]
Aggregate number of shares issued and sold		76,909
Shares issued, price per share \| $ / shares		$ 3.25
Common Stock \| March 2023 Private Placement
Related Party Transaction [Line Items]
Aggregate number of shares issued and sold										23,693
Shares issued, price per share \| $ / shares										$ 86.1
Gross proceeds from issuance of common stock \| $										$ 2,040,000.00
Common Stock \| May 2023 Private Placement
Related Party Transaction [Line Items]
Aggregate number of shares issued and sold									37,660
Shares issued, price per share \| $ / shares									$ 78.5988
Gross proceeds from issuance of common stock \| $								$ 2,960,000	$ 2,960,000
Common Stock \| September 2023 Private Placement
Related Party Transaction [Line Items]
Aggregate number of shares issued and sold							17,781
Shares issued, price per share \| $ / shares							$ 32.76
Gross proceeds from issuance of common stock \| $							$ 580,000
Common Stock \| October 2023 Offering
Related Party Transaction [Line Items]
Aggregate number of shares issued and sold						542,857
Shares issued, price per share \| $ / shares						$ 14
Gross proceeds from issuance of common stock \| $						$ 9,600,000
Common Stock \| November Warrant Offering
Related Party Transaction [Line Items]
Aggregate number of shares issued and sold					37,694
Shares issued, price per share \| $ / shares					$ 1.75
Common Stock \| Private Placement
Related Party Transaction [Line Items]
Aggregate number of shares issued and sold													510,774
Warrants issued			159,683
Common Stock \| Public Offering and Private Placement
Related Party Transaction [Line Items]
Shares issued, price per share \| $ / shares			$ 7.77
Common Stock \| Common Warrants \| October 2023 Offering
Related Party Transaction [Line Items]
Warrants issued						542,857
Common Stock \| Common Warrants \| November Warrant Offering
Related Party Transaction [Line Items]
Warrants issued					37,694
Common Stock \| Common Warrants \| February 2024 Private Placement
Related Party Transaction [Line Items]
Warrants issued				274,182
Common Stock \| Common Warrants \| Private Placement
Related Party Transaction [Line Items]
Warrants issued			193,000
Common Stock \| Common Warrants \| October 2023 Offering
Related Party Transaction [Line Items]
Warrants issued						142,857
Common Stock \| Pre-funded Warrants
Related Party Transaction [Line Items]
Aggregate number of shares issued and sold											90,363
Shares issued, price per share \| $ / shares											$ 0.0014
Warrants issued						142,857
Common Stock \| Pre-funded Warrants \| October 2023 Offering
Related Party Transaction [Line Items]
Warrants issued						142,857
Common Stock \| Pre-funded Warrants \| Private Placement \| Securities Purchase Agreement
Related Party Transaction [Line Items]
Warrants issued		584,646
Common Stock \| Private Placement Warrants \| November Warrant Offering
Related Party Transaction [Line Items]
Warrants issued																37,694
Common Stock \| Private Placement Warrants \| February 2024 Private Placement
Related Party Transaction [Line Items]
Aggregate number of shares issued and sold				274,182
Shares issued, price per share \| $ / shares				$ 10.15

Consolidated Statements of Stockholders' Equity/(Deficit) - USD ($)	Total	Preferred Stock	Common Stock	Additional Paid-in Capital	Treasury Stock	Accumulated Deficit	Private Placement Offerings	Private Placement Offerings Common Stock	Private Placement Offerings Additional Paid-in Capital
Balance at Dec. 31, 2022	$ 5,193,000		$ 0	$ 324,880,000	$ (11,000)	$ (319,676,000)
Balance, Shares at Dec. 31, 2022			237,532		5
Issuance of common stock, pre-funded warrants, and private placement warrants							$ 12,273,000		$ 12,273,000
Issuance of common stock, pre-funded warrants, and private placement warrants								655,090
Stock-based compensation	474,000			474,000
Net loss	$ (20,251,000)					(20,251,000)
Balance, Shares at Dec. 31, 2023	5
Balance at Dec. 31, 2023	$ (2,311,000)		$ 0	337,627,000	$ (11,000)	(339,927,000)
Balance, Shares at Dec. 31, 2023			892,622		5
Issuance of common stock, pre-funded warrants, and private placement warrants	9,114		$ 1	9,113
Issuance of common stock, pre-funded warrants, and private placement warrants			768,592
Issuance of preferred stock and warrants (in shares)		10
Issuance of preferred stock and warrants	1,792	$ 1,236		556
Reclassification of public and private placement warrants, as amended							$ 1,999		$ 1,999
Amortization of preferred stock discount		429		(429)
Issuance of restricted stock (in shares)			543
Exercise of warrants (in shares)			1,014,885
Exercise of warrants	5,211			5,211
Stock-based compensation	341,000			341,000
Net loss	$ (18,634,000)					(18,634,000)
Balance, Shares at Dec. 31, 2024	5
Balance at Dec. 31, 2024	$ (2,488,000)	$ 1,665	$ 1,000	$ 354,418,000	$ (11,000)	$ (358,561,000)
Balance, Shares at Dec. 31, 2024		10	2,676,642		5

Common Stock Reserved For Issuance - Common Stock Reserved For Potential Future Issuances (Details) - shares	Dec. 31, 2024	Dec. 31, 2023
Class Of Stock [Line Items]
Total shares of common stock reserved	3,013,819	881,116
Shares Underlying Outstanding Stock Options
Class Of Stock [Line Items]
Total shares of common stock reserved	72,421	14,323
Shares Available For Future Stock Option Grants
Class Of Stock [Line Items]
Total shares of common stock reserved	15,403	528
Shares Underlying Outstanding Public Warrants
Class Of Stock [Line Items]
Total shares of common stock reserved		685,714
Shares Underlying Outstanding Private Placement Warrants
Class Of Stock [Line Items]
Total shares of common stock reserved	1,830,297	37,694
Shares Underlying Convertible Preferred Stock-if Converted
Class Of Stock [Line Items]
Total shares of common stock reserved	225,225
Shares Underlying Outstanding Pre-funded Warrants
Class Of Stock [Line Items]
Total shares of common stock reserved	870,473	142,857

- Definition

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

+ References

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

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

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 272
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482987/272-10-50-1

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

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

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (e)
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(27)(b))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(i)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479886/946-10-S99-3

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(i)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479886/946-10-S99-3

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(i)(2)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479886/946-10-S99-3

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(i)(2)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479886/946-10-S99-3

+ Details

Fair Value Measurements - Schedule of Changes in Derivative Assets (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2024 USD ($)
Fair Value Disclosures [Abstract]
Issuance of convertible preferred stock	$ 95
Change in fair value	$ (95)

Restatement - Summary of Effects of Restatement by Financial-Statement Line Item Affected (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Change in fair value of warrant liability	$ (1,291)	$ (2,106)
Loss on warrant issuance		67
Net cash used in operating activities	(16,186)	(21,379)
Proceeds from issuance of liability classified warrants in private placement offerings	1,113	4,391
Proceeds from private offering of common stock		7,302
Net cash provided by financing activities	$ 15,780	16,590
Previously Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Change in fair value of warrant liability		2,106
Net cash used in operating activities		(17,234)
Proceeds from private offering of common stock		7,547
Net cash provided by financing activities		12,445
Adjustments
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Change in fair value of warrant liability		(4,212)
Loss on warrant issuance		67
Net cash used in operating activities		(4,145)
Proceeds from issuance of liability classified warrants in private placement offerings		4,391
Proceeds from private offering of common stock		(245)
Net cash provided by financing activities		$ 4,145

- Definition

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

+ References + Details

Segment Information - Additional Information (Details)	12 Months Ended
Segment Information - Additional Information (Details)	Dec. 31, 2024 Segment
Segment Reporting Information [Line Items]
Segment Reporting, CODM, Individual Title and Position or Group Name [Extensible Enumeration]	President and Chief Executive Officer [Member]
Segment Reporting, CODM, Profit (Loss) Measure, How Used, Description	The Company's measure of segment profit or loss is net income. For purposes of allocating resources and evaluating financial performance, the CODM reviews the financial information and evaluates net income or loss against comparable prior periods and the Company's forecast.
United States
Segment Reporting Information [Line Items]
Number of operating segments	1
Number of reportable segments	1

Restatement (Tables)

12 Months Ended

Dec. 31, 2024

Accounting Changes and Error Corrections [Abstract]

Summary of Effects of Restatement by Financial-Statement Line Item Affected

The table below summarizes the effects of the restatement by financial-statement line item affected.


	For the year ended December 31, 2023
	Previously Reported			Adjustments			As Restated
	(in thousands)
Change in fair value of warrant liability	$	2,106		$	(4,212	)	$	(2,106	)
Loss on warrant issuance	$	-		$	67		$	67
Net cash used in operating activities	$	(17,234	)	$	(4,145	)	$	(21,379	)
Proceeds from issuance of liability classified warrants in private placement offerings	$	-		$	4,391		$	4,391
Proceeds from private offering of common stock	$	7,547		$	(245	)	$	7,302
Net cash provided by financing activities	$	12,445		$	4,145		$	16,590

Leases - Additional Information (Details) - USD ($)	12 Months Ended		14 Months Ended
Leases - Additional Information (Details) - USD ($)	Dec. 31, 2024	Dec. 31, 2023	Oct. 31, 2025
Lessee Lease Description [Line Items]
Operating lease right-of-use asset	$ 0	$ 146,000
Operating lease liability		145,764
Future minimum operating leases payment in total	150,480	150,482
Imputed interest		4,718
Cash paid for amount included in measurement of lease liabilities		181,000
Rent expense incurred under operating lease	181,000	$ 181,000
ASC 842
Lessee Lease Description [Line Items]
Operating lease right-of-use asset	300,000
Operating lease liability	$ 300,000
Scenario Forecast
Lessee Lease Description [Line Items]
Monthly rental payments			$ 15,048

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2024

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying financial statements reflect the application of certain significant accounting policies, as described below and elsewhere in the accompanying notes to the financial statements.

Basis of Presentation

Common Stock Reverse Split

On September 25, 2023, the Company effected a 1-for-15 reverse stock split of its issued shares of common stock. On February 19, 2024, the Company effected a second reverse split of shares of the Company's common stock on a 1-for-14 basis. All per share amounts, common shares outstanding, warrants, and stock-based compensation amounts for all periods presented have been retroactively adjusted to reflect these reverse stock splits. The shares of common stock retain a par value of $0.0001 per share.

Use of Estimates

Cash and Cash Equivalents

Concentration of Credit Risk, Other Risks and Uncertainties

Fair Value of Financial Instruments

Financing Activities

Property and Equipment, Net

Estimated useful lives for property and equipment are as follows:


	Property and Equipment	Estimated Useful Life
Research equipment		5 years
Furniture and fixtures		5 years
Computer equipment		3 years
Leasehold improvements		Lesser of estimated useful life or remaining lease term

Impairment of Long-Lived Assets

Warrants

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance included in Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity ("ASC 480") and ASC 815, Derivatives and Hedging ("ASC 815"). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, whether the warrants meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all the requirements for equity classification under ASC 815. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent reporting period end date while the warrants are outstanding.

Warrants that meet all the criteria for equity classification are required to be recorded as a component of additional paid-in capital at the time of issuance, or when the conditions for equity classification are met, and are not remeasured. Warrants that do not meet the required criteria for equity classification are classified as liabilities. The Company adjusts such warrants to fair value at each reporting period until the warrants are exercised or expire. Any change in fair value is recognized in the Company’s statements of operations and comprehensive loss.

Convertible Preferred Stock

In March 2024, the Company issued shares of a newly designated series of convertible preferred stock (see Note 9). The convertible preferred stock contained embedded redemption features requiring bifurcation and separate accounting apart from the convertible preferred stock host instrument. The Company recorded the fair value of the embedded redemption features as a derivative asset on the Company’s balance sheets in accordance with ASC Topic 815, Derivatives and Hedging. See Note 4 for the key inputs used in the fair value measurements of the derivative asset.

Treasury Stock

The Company records treasury stock activities under the cost method whereby the cost of the acquired stock is recorded as treasury stock. The Company’s accounting policy upon the formal retirement of treasury stock is to deduct the par value from common stock and to reflect any excess of cost over par value as a reduction to additional paid-in capital (to the extent created by previous issuances of the shares) and then retained earnings. There was no treasury stock repurchased for the years ended December 31, 2024, and 2023.

Revenue Recognition

The Company’s revenues are generated primarily through collaborative research, license, development and commercialization agreements.

material right to the customer and if so, they are considered performance obligations. The exercise of a material right is accounted for as a contract modification for accounting purposes.

For a complete discussion of accounting for collaboration revenues, see Note 5, “Collaboration Agreements”.

Research and Development Costs

Stock-Based Compensation

Income Taxes

Segment and Geographic Information

The Company has one reportable and operating segment. Financial information about the Company's operating segment and geographic areas is presented in Note 16 of the financial statements.

Net Loss Per Share Attributable to Vaccinex, Inc. Common Stockholders

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which includes amendments to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. The standard requires retrospective application to all prior periods presented. We adopted this ASU effective December 31, 2024. Refer to Note 16 Segment Information for additional information. The adoption of ASU 2023-07 did not affect the Company’s financial condition, results of operations or cash flows as the guidance only requires additional disclosures.

Recently Issued Accounting Pronouncements

Stock-Based Compensation

12 Months Ended

Dec. 31, 2024

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

12.

STOCK-BASED COMPENSATION

2011 Employee Equity Plan

In connection with the adoption of the Company’s 2018 Omnibus Incentive Plan (the “2018 Plan”) in August 2018, the Company ceased granting stock options under the Company’s 2011 Employee Equity Plan (the “2011 Plan”). However, the 2011 Plan will continue to govern the terms and conditions of the outstanding stock options previously granted thereunder. Any shares of stock related to awards outstanding under the 2011 Plan that terminate by expiration, forfeiture, cancellation, or otherwise without the issuance of such shares will become available for grant under the 2018 Plan. Stock options granted under the 2011 Plan expire in five or ten years from the date of grant.

2018 Omnibus Incentive Plan

In August 2018, the Company’s board of directors adopted, and its stockholders approved, the 2018 Plan, which allows for the granting of stock, stock options, and stock appreciation rights awards to employees, advisors and consultants. Stock options granted under the 2018 Plan may be either incentive stock options or non-statutory stock options. Incentive stock options may be granted to employees, advisors and consultants at exercise prices of no less than the fair value of the common stock on the grant date. If at the time of grant, the optionee owns stock representing more than 10% of the voting power of all classes of stock of the Company, the exercise price must be at least 110% of the fair value of the common stock on the grant date as determined by the board of directors. Non-statutory stock options may be granted to employees, advisors and consultants at exercise prices of less than the fair market value of a share of common stock on the date the non-statutory stock option is granted but shall under no circumstances be less than adequate consideration as determined by the board of directors for such a share. The vesting period of stock option grants is determined by the board of directors, ranging from zero to eight years. Stock options granted under the 2018 Plan expire in five or ten years from the date of grant.

The Company initially reserved 2,024 shares of common stock for issuance, subject to certain adjustments, pursuant to awards under the 2018 Plan. Any shares of common stock related to awards outstanding under the 2011 Plan as of the effective date of the 2018 Plan, which thereafter terminate by expiration, forfeiture, cancellation or otherwise without the issuance of such shares, will be added to, and included in, the number of shares of common stock available for grant under the 2018 Plan. In addition, (i) on May 9, 2024, the number of shares of common stock reserved for issuance under the 2018 Plan automatically increased by 55,422 shares, which represented 4.5% of the total number of shares of common stock outstanding on March 22, 2024, and (ii) on each January 1st effective January 1, 2020, through January 1, 2024, and from January 1, 2025, and continuing until the expiration of the 2018 Plan, the number of shares of common stock available for issuance under the 2018 Plan will automatically increase annually by 2% and 3%, respectively, of the total number of issued and outstanding shares of the Company’s common stock as of December 31 of the preceding year or such lesser number as the Company’s board of directors may decide, which may be zero. Accordingly, on January 1, 2024, 17,849 additional shares of common stock became available for issuance under the 2018 Plan.

A summary of the Company’s stock option activity and related information is as follows:


	Stock Options			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value (in thousands)
Balance as of January 1, 2023		8,285		$	829.32		7.1	$	4
Granted		6,535			84.81		9.3
Exercised		-			-		-
Forfeited		(188	)		302.87
Expired		(309	)		3,129.00
Balance as of December 31, 2023		14,323		$	446.93		7.7	$	-
Granted		73,906			5.75		9.6
Exercised		-			-		-		-
Forfeited		(15,784	)		76.93
Expired		(24	)		3,129.00
Balance as of December 31, 2024		72,421		$	79.21		8.9	$	-
Exercisable as of December 31, 2024		14,534		$	327.70		7.4	$	-

The weighted-average grant date fair value of stock options granted to employees and directors for the years ended December 31, 2024, and 2023 was $3.79 and $58.16 per share, respectively. The aggregate grant date fair value of stock options that vested during the years ended December 31, 2024, and 2023 was $453,057 and $511,673, respectively.

The intrinsic value of stock options vested and expected to vest and exercisable is calculated based on the difference between the exercise price and the fair value of the Company’s common stock as of December 31, 2024, and 2023. The intrinsic value of exercised stock options is the difference between the fair value of the underlying common stock and the exercise price as of the exercise date. The intrinsic value of outstanding and exercisable awards at December 31, 2024, was nil.

As of December 31, 2024, and 2023, total unrecognized compensation cost related to stock options granted to employees was $242,067 and $448,511, respectively, which is expected to be recognized over a weighted-average period of 1.54 and 2.16 years as of December 31, 2024, and 2023, respectively.

Determination of Fair Value

The determination of the fair value of stock options on the date of grant using the Black-Scholes option-pricing model is affected by the estimated fair value of the Company’s common stock, as well as assumptions regarding a number of variables that are complex, subjective and generally require significant judgment to determine. The assumptions used to calculate the fair value of stock options were:

Fair Value of Common Stock

Prior to the IPO, the fair value of the common stock underlying the stock options was determined by the Company’s board of directors, with input from management and third-party valuations. Subsequent to the IPO, the fair value of the Company’s common stock was based on its publicly traded price per share.

Expected Term

The expected term represents the period that the Company’s stock option awards are expected to be outstanding. Stock options granted have a maximum contractual life of 10 years. The Company estimates the expected term of the stock option to be 6.0 years based on historical data on employee exercises and post-vesting employment termination behavior.

Expected Volatility

As the Company does not have a trading history for its common stock, the expected stock price volatility for the Company’s common stock was estimated by taking the average historic price volatility for industry peers based on daily price observations over a period equivalent to the expected term of the stock option grants. Industry peers consist of several public companies in the Company’s industry which are of similar size, complexity and stage of development. The Company intends to continue to consistently apply this process using the same or similar public companies until a sufficient amount of historical information regarding the volatility of its own share price becomes available, or unless circumstances change such that the identified companies are no longer similar to the Company, in which case, more suitable companies whose share prices are publicly available would be used in the calculation.

Risk-Free Interest Rate

The risk-free interest rate is based on the U.S. Treasury rate, with maturities similar to the expected term of the stock options.

Expected Dividend Yield

The Company does not anticipate paying any dividends in the foreseeable future and, therefore, uses an expected dividend yield of zero.

The grant date fair value of employee stock options was estimated using a Black-Scholes option-pricing model with the following weighted-average assumptions:


	Year Ended December 31,
	2024			2023
Expected term (in years)		6.0			6.0
Expected volatility		75	%		75	%
Risk-free interest rate		4.5	%		3.9	%
Expected dividend yield		-	%		-	%

Total stock-based compensation expense recognized in the statements of operations and comprehensive loss is as follows (in thousands):


	Year Ended December 31,
	2024		2023
Research and development	$	125	$	184
General and administrative		216		290
Total stock-based compensation expense	$	341	$	474

Company and Nature of Business - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Loss from operations	$ (18,634)	$ (20,251)
Cash flow from operations	(16,186)	(21,379)
Accumulated deficit	$ 358,561	$ 339,927

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 48
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-48

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
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+ Details

- Definition

Amount of accumulated undistributed earnings (deficit).

+ References + Details

Collaboration Agreements - Additional Information (Details)	1 Months Ended	12 Months Ended
	Nov. 30, 2017 USD ($) Milestone TargetAntigen	Dec. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Number of target antigens against which antibodies are to be identified and selected \| TargetAntigen	2
Revenue		$ 601,000	$ 570,000
Surface Oncology, Inc.
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Upfront payments fee received	$ 250,000
Number of designated milestones \| Milestone	4
Surface Oncology, Inc. \| Exclusive Product License
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Revenue		$ 0	$ 500,000

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

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+ Details

Stock-Based Compensation - Total Stock-Based Compensation Expense Recognized in Consolidated Statements of Operations and Comprehensive Loss (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total stock-based compensation expense	$ 341	$ 474
Research and Development
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total stock-based compensation expense	125	184
General and Administrative
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total stock-based compensation expense	$ 216	$ 290

- Definition

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

+ References

+ Details

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Convertible preferred stock (Series A), par value	$ 0.001	$ 0.001
Convertible preferred stock (Series A), authorized	10,000,000	0
Convertible preferred stock (Series A), issued	10	0
Convertible preferred stock (Series A), outstanding	10	0
Convertible preferred stock (Series A), aggregate liquidation preference	$ 1,750,000	$ 0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	2,676,642	892,622
Common stock, shares outstanding	2,676,637	892,617
Treasury stock, common shares	5	5

Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Deferred tax assets:
Federal and state net operating loss carryforwards	$ 82,343	$ 78,525
Research and development tax credits	24,634	23,809
Research and development expenses	7,801	6,529
Reserves and accruals	76	46
Other	633	607
Total deferred tax assets	115,487	109,516
Less: valuation allowance	(115,487)	(109,516)
Deferred tax liability:
Net deferred tax assets and liability	$ 0	$ 0

Income Tax (Tables)

12 Months Ended

Dec. 31, 2024

Income Tax Disclosure [Abstract]

Schedule of Effective Income Tax Rate Reconciliation

The reconciliation of federal statutory income tax rate to the Company’s effective income tax rate is as follows:


	Year Ended December 31,
	2024			2023
Expected income tax benefit at the federal statutory rate		21.0	%		21.0	%
State taxes, net of federal benefit		5.3			5.7
Research and development credit, net		4.5			5.7
Non-deductible items and others		0.4			0.7
Change in valuation allowance		(31.2	)		(33.1	)
Total		0.0	%		0.0	%

Schedule of Deferred Tax Assets and Liabilities

The principal components of the Company’s deferred tax assets consisted of the following as of December 31, 2024, and 2023 (in thousands):


	As of December 31,
	2024			2023
Deferred tax assets:
Federal and state net operating loss carryforwards	$	82,343		$	78,525
Research and development tax credits		24,634			23,809
Research and development expenses		7,801			6,529
Reserves and accruals		76			46
Other		633			607
Total deferred tax assets		115,487			109,516
Less: valuation allowance		(115,487	)		(109,516	)
Net deferred tax assets		-			-
Deferred tax liability:
Net deferred tax assets and liability	$	-		$	-

Insider Trading Policies and Procedures	12 Months Ended
Insider Trading Policies and Procedures	Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]
Insider Trading Policies and Procedures Adopted	true

Balance Sheet Components (Tables)

12 Months Ended

Dec. 31, 2024

Balance Sheet Related Disclosures [Abstract]

Property and Equipment

Property and equipment consist of the following (in thousands):


	As of December 31, 2024			As of December 31, 2023
Leasehold improvements	$	3,277		$	3,277
Research equipment		3,373			3,351
Furniture and fixtures		350			350
Computer equipment		250			250
Property and equipment, gross		7,250			7,228
Less: accumulated depreciation and amortization		(7,185	)		(7,091	)
Property and equipment, net	$	65		$	136

Accrued Expenses

Accrued expenses consist of the following (in thousands):


	As of December 31, 2024		As of December 31, 2023

Accrued clinical trial cost	$	693	$	853
Accrued payroll and related benefits		223		295
Accrued consulting and legal		111		58
Accrued other		77		36
Accrued expenses	$	1,104	$	1,242

Convertible Preferred Stock - Additional Information (Details)		12 Months Ended
	Mar. 28, 2024 USD ($) PValue PercentagePoint $ / shares shares	Dec. 31, 2024 USD ($) $ / shares	Dec. 31, 2023 USD ($)
Class of Stock [Line Items]
Liquidation value		$ 1,750,000,000	$ 0
ADDF Warrant
Class of Stock [Line Items]
Proceeds from issuance of warrants		570,000
Securities Purchase Agreement
Class of Stock [Line Items]
Maximum common stock purchased \| shares	229,057
Aggregate purchase price of common stock	$ 1,750,000
Conversion price \| $ / shares	$ 7.77
Minimum limit of borrowings	$ 1,000,000
Series A Preferred Stock
Class of Stock [Line Items]
Conversion price \| $ / shares	$ 7.77
Proceeds from issuance of convertible preferred stock		1,180,000
Preferred stock liquidation asset value	$ 175,000	175,000
Liquidation value		1,750,000
Derivative asset	$ 95,000	95,000
Series A Preferred Stock \| Securities Purchase Agreement
Class of Stock [Line Items]
Preferred stock, voting rights	The Series A Preferred Stock is non-voting, has no mandatory redemption
Preferred stock, dividend rate	5.00%
Increase in dividend percentage points per year \| PercentagePoint	2
Aggregate amounts of arrearages in cumulative preferred dividends		$ 65,625
Per-share amounts of arrearages in cumulative preferred dividends \| $ / shares		$ 6,562.5
Preferred stock, a liquidation preference \| $ / shares	$ 175,000
Series A Preferred Stock \| Securities Purchase Agreement \| Maximum
Class of Stock [Line Items]
Statistical significance of p-value \| PValue	0.05