0001564590-20-053729 | 10-Q | XBRL Viewer

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Document And Entity Information - shares	9 Months Ended
Document And Entity Information - shares	Sep. 30, 2020	Nov. 10, 2020
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2020
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q3
Entity Current Reporting Status	Yes
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 Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	false
Entity Ex Transition Period	false
Entity Common Stock, Shares Outstanding		22,385,628
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, $0.0001 par value
Security Exchange Name	NASDAQ
Document Quarterly Report	true
Document Transition Report	false
Entity Incorporation, State or Country Code	DE

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Current assets:
Cash and cash equivalents	$ 17,092	$ 2,776
Accounts receivable	443	898
Prepaid expenses and other current assets	702	336
Total current assets	18,237	4,010
Property and equipment, net	488	594
TOTAL ASSETS	18,725	4,604
Current liabilities:
Accounts payable	2,944	3,208
Accrued expenses	2,993	3,670
Senior secured convertible debt, net	7,890
Total current liabilities	13,827	6,878
Long-term debt	1,134
TOTAL LIABILITIES	14,961	6,878
Commitments and contingencies (Note 7)
Stockholders’ equity (deficit):
Common stock, par value of $0.0001 per share; 100,000,000 shares authorized as of September 30, 2020, and December 31, 2019; 22,380,351 and 14,887,999 shares issued as of September 30, 2020 and December 31, 2019, respectively; 22,379,499 and 14,887,147 shares outstanding as of September 30, 2020 and December 31, 2019, respectively	3	1
Additional paid-in capital	250,843	222,403
Treasury stock, at cost; 852 shares of common stock as of September 30, 2020 and December 31, 2019, respectively	(11)	(11)
Accumulated deficit	(271,034)	(248,630)
Total Vaccinex, Inc. stockholders’ deficit	(20,199)	(26,237)
Noncontrolling interests	23,963	23,963
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)	3,764	(2,274)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$ 18,725	$ 4,604

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2020	Dec. 31, 2019
Statement Of Financial Position [Abstract]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	22,380,351	14,887,999
Common stock, shares outstanding	22,379,499	14,887,147
Treasury stock, common shares	852	852

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Income Statement [Abstract]
Revenue	$ 50,000	$ 404,000	$ 50,000	$ 523,000
Grant revenue	575,000		575,000
Costs and expenses:
Cost of revenue	2,000	8,000	2,000	199,000
Research and development	7,334,000	6,543,000	17,300,000	21,259,000
General and administrative	1,872,000	1,531,000	5,565,000	4,741,000
Total costs and expenses	9,208,000	8,082,000	22,867,000	26,199,000
Loss from operations	(8,583,000)	(7,678,000)	(22,242,000)	(25,676,000)
Interest expense	(148,000)		(150,000)
Other income (expense), net	(23,000)	36,000	(14,000)	139,000
Loss before provision for income taxes	(8,754,000)	(7,642,000)	(22,406,000)	(25,537,000)
Provision for income taxes	0	0	0	0
Net loss	(8,754,000)	(7,642,000)	(22,406,000)	(25,537,000)
Net loss attributable to noncontrolling interests	0	0	0	0
Net loss attributable to Vaccinex, Inc. common stockholders	(8,754,000)	(7,642,000)	(22,406,000)	(25,537,000)
Comprehensive loss	$ (8,754,000)	$ (7,642,000)	$ (22,406,000)	$ (25,537,000)
Net loss per share attributable to Vaccinex, Inc. common stockholders, basic and diluted	$ (0.44)	$ (0.56)	$ (1.27)	$ (2.09)
Weighted-average shares used in computing net loss per share attributable to Vaccinex, Inc. common stockholders, basic and diluted	20,074,726	13,759,602	17,587,219	12,246,599

Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($)	Total	Common Stock	Additional Paid-in Capital	Treasury Stock	Accumulated Deficit	Total Vaccinex,Inc. Stockholders' Deficit	Noncontrolling Interests
Balance at Dec. 31, 2018	$ 15,342,000	$ 1,000	$ 208,156,000	$ (11,000)	$ (216,767,000)	$ (8,621,000)	$ 23,963,000
Balance, Shares at Dec. 31, 2018		11,476,601		852
Stock-based compensation	60,000		60,000			60,000
Net loss	(9,067,000)				(9,067,000)	(9,067,000)
Balance at Mar. 31, 2019	6,335,000	$ 1,000	208,216,000	$ (11,000)	(225,834,000)	(17,628,000)	23,963,000
Balance, Shares at Mar. 31, 2019		11,476,601		852
Balance at Dec. 31, 2018	15,342,000	$ 1,000	208,156,000	$ (11,000)	(216,767,000)	(8,621,000)	23,963,000
Balance, Shares at Dec. 31, 2018		11,476,601		852
Net loss	(25,537,000)
Balance at Sep. 30, 2019	3,914,000	$ 1,000	222,265,000	$ (11,000)	(242,304,000)	(20,049,000)	23,963,000
Balance, Shares at Sep. 30, 2019		14,863,388		852
Balance at Mar. 31, 2019	6,335,000	$ 1,000	208,216,000	$ (11,000)	(225,834,000)	(17,628,000)	23,963,000
Balance, Shares at Mar. 31, 2019		11,476,601		852
Exchange of Vaccinex Products LP Units for common shares, Shares		4,455
Stock-based compensation	113,000		113,000			113,000
Net loss	(8,828,000)				(8,828,000)	(8,828,000)
Balance at Jun. 30, 2019	(2,380,000)	$ 1,000	208,329,000	$ (11,000)	(234,662,000)	(26,343,000)	23,963,000
Balance, Shares at Jun. 30, 2019		11,481,056		852
Issuance of common shares	13,800,000		13,800,000			13,800,000
Issuance of common shares, Shares		3,382,332
Stock-based compensation	136,000		136,000			136,000
Net loss	(7,642,000)				(7,642,000)	(7,642,000)
Balance at Sep. 30, 2019	3,914,000	$ 1,000	222,265,000	$ (11,000)	(242,304,000)	(20,049,000)	23,963,000
Balance, Shares at Sep. 30, 2019		14,863,388		852
Balance at Dec. 31, 2019	(2,274,000)	$ 1,000	222,403,000	$ (11,000)	(248,630,000)	(26,237,000)	23,963,000
Balance, Shares at Dec. 31, 2019		14,887,999		852
Issuance of common shares	7,476,000	$ 1,000	7,475,000			7,476,000
Issuance of common shares, Shares		1,468,563
Stock-based compensation	204,000		204,000			204,000
Stock-based compensation, Shares		20,000
Exercise of stock options	4,000		4,000			4,000
Exercise of stock options, Shares		1,025
Net loss	(7,149,000)				(7,149,000)	(7,149,000)
Balance at Mar. 31, 2020	(1,739,000)	$ 2,000	230,086,000	$ (11,000)	(255,779,000)	(25,702,000)	23,963,000
Balance, Shares at Mar. 31, 2020		16,377,587		852
Balance at Dec. 31, 2019	$ (2,274,000)	$ 1,000	222,403,000	$ (11,000)	(248,630,000)	(26,237,000)	23,963,000
Balance, Shares at Dec. 31, 2019		14,887,999		852
Exercise of stock options, Shares	3,783
Net loss	$ (22,406,000)
Balance at Sep. 30, 2020	3,764,000	$ 3,000	250,843,000	$ (11,000)	(271,034,000)	(20,199,000)	23,963,000
Balance, Shares at Sep. 30, 2020		22,380,351		852
Balance at Mar. 31, 2020	(1,739,000)	$ 2,000	230,086,000	$ (11,000)	(255,779,000)	(25,702,000)	23,963,000
Balance, Shares at Mar. 31, 2020		16,377,587		852
Issuance of common shares	2,350,000	$ 642,112,000	2,350,000			2,350,000
Common shares issuance costs	(54,000)		(54,000)			(54,000)
Exchange of Vaccinex Products LP Units for common shares, Shares		4,125
Stock-based compensation	366,000		366,000			366,000
Net loss	(6,501,000)				(6,501,000)	(6,501,000)
Balance at Jun. 30, 2020	(5,578,000)	$ 2,000	232,748,000	$ (11,000)	(262,280,000)	(29,541,000)	23,963,000
Balance, Shares at Jun. 30, 2020		17,023,824		852
Issuance of common shares	18,649,000	$ 1,000	18,648,000			18,649,000
Issuance of common shares, Shares		5,339,329
Common shares issuance costs	(659,000)		(659,000)			(659,000)
Exchange of Vaccinex Products LP Units for common shares, Shares		14,440
Stock-based compensation	91,000		91,000			91,000
Exercise of stock options	15,000		15,000			15,000
Exercise of stock options, Shares		2,758
Net loss	(8,754,000)				(8,754,000)	(8,754,000)
Balance at Sep. 30, 2020	$ 3,764,000	$ 3,000	$ 250,843,000	$ (11,000)	$ (271,034,000)	$ (20,199,000)	$ 23,963,000
Balance, Shares at Sep. 30, 2020		22,380,351		852

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (22,406,000)	$ (25,537,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	237,000	181,000
Debt related charges included in interest expense	113,000
Net amortization of premiums and discounts on marketable securities		(44,000)
Stock-based compensation	661,000	309,000
Change in fair value of derivative liability	(65,000)
Changes in operating assets and liabilities:
Accounts receivable	455,000	(449,000)
Prepaid expenses and other current assets	(366,000)	418,000
Accounts payable	(202,000)	21,000
Accrued expenses	(692,000)	189,000
Net cash used in operating activities	(22,265,000)	(24,912,000)
CASH FLOWS FROM INVESTING ACTIVITIES:
Sales of marketable securities		14,150,000
Purchase of property and equipment	(291,000)	(77,000)
Net cash (used in) provided by investing activities	(291,000)	14,073,000
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from private offering of common stock	11,475,000	13,800,000
Proceeds from issuance of common stock	17,000,000
Proceeds from issuance of convertible debt, net of discount	8,000,000
Redemption of convertible debt	(108,000)
Payments of convertible debt issuance costs	(50,000)
Proceeds from long-term debt	1,134,000
Payments of common stock issuance costs	(598,000)
Proceeds from exercise of stock options	19,000
Net cash provided by financing activities	36,872,000	13,800,000
NET INCREASE IN CASH AND CASH EQUIVALENTS	14,316,000	2,961,000
CASH AND CASH EQUIVALENTS–Beginning of period	2,776,000	5,618,000
CASH AND CASH EQUIVALENTS–End of period	17,092,000	$ 8,579,000
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Purchase of property and equipment in accounts payable	(161,000)
Offering costs in accounts payable	100,000
Offering costs in accrued expenses	$ 15,000

Company and Nature of Business

9 Months Ended

Sep. 30, 2020

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Company and Nature of Business

Note 1.

COMPANY AND NATURE OF BUSINESS

Vaccinex, Inc. (together with its subsidiaries, 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. The Company is also subject to risks related to the ongoing COVID-19 pandemic, discussed under “COVID-19 Pandemic” below. 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 unaudited condensed consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its 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 negative cash flow from operations of $22.3 million and $24.9 million for the nine months ended September 30, 2020 and 2019, respectively, and an accumulated deficit of $271.0 million and $248.6 million as of September 30, 2020 and December 31, 2019, respectively. The Company anticipates that cash and cash equivalents at September 30, 2020 will be sufficient to fund our planned operations into the third quarter of 2021. The Company plans to raise additional funds in the first half of 2021. The uncertainty of these conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of 12 months from the date of these financial statements. The unaudited condensed consolidated 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.

To date, the Company has relied on public and private sales of equity and debt financing to fund its operations, in addition to capital contributions from noncontrolling interests and a limited amount of service revenue from collaboration agreements. In July 2019, January 2020, and July 2020, we completed private placements of our common stock and received gross proceeds of $13.8 million, $7.5 million, and $4.0 million, respectively and in September 2020 we received gross proceeds of $2.0 million through an award from the Alzheimer’s Drug Discovery Foundation (“ADDF”), in the form of an investment in our common stock. Additionally, 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 from time and (ii) entered into a purchase agreement (the “Purchase Agreement”) with Keystone Capital Partners, LLC (“Keystone”) pursuant to which Keystone agreed to purchase up to an aggregate of $5.0 million of shares of our common stock from time to time. During the second quarter of 2020, 317,688 shares were sold through the Open Market Sale Agreement for proceeds of $1.2 million, net of commission, and 324,424 shares were sold through the Purchase Agreement with Keystone for proceeds of $1.2 million, net of discount. In August 2020, we ceased use of the Purchase Agreement with Keystone, and 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. During the third quarter of 2020, 3,815,600 shares were sold through the Open Market Sale Agreement for proceeds of $12.3 million, net of commission, and 47,319 shares were sold through the Purchase Agreement for proceeds of $300,000, net of discount. In August 2020, we entered into a Securities Purchase Agreement (the “SPA”), with 3i, LP, (“3i”) as collateral agent and purchaser (the “Convertible Debt Financing”). Pursuant to the SPA, on August 3, 2020, we issued a 7% Original Issue Discount Senior Secured Convertible Debenture (“Senior Secured Convertible Debenture” or “the Debenture”), in the principal amount of $8.64 million for a purchase price of $8.0 million, which reflects an original issue discount of approximately 8%. The Debenture will mature on August 3, 2021. The Debenture accrues interest at 7% per year and is convertible into shares of our common stock at a conversion price of $9.4125 per share, subject to certain customary adjustments. In the third quarter of 2020, we raised total proceeds of approximately $26.6 million, net of commissions and discounts and before expenses, through the Open Market Sale Agreement, the Convertible Debt Financing, the July 2020 private placement transaction, the ADDF award, and the Purchase Agreement. We also received $575,000 in proceeds from our $750,000 grant from the Alzheimer’s Association under its 2020 Part the Cloud Program. The remainder of this award is anticipated to be funded in 2021.

In addition, on May 8, 2020, the Company received a loan of $1.1 million from Five Star Bank (the “PPP Loan”) under the Paycheck Protection Program established as a part of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The Company will need substantial additional capital to continue to support its ongoing operations. Financing strategies may include, but are not limited to, the public or private sale of equity, debt financings or funds from other capital sources, such as government funding, collaborations, strategic alliances, or licensing arrangements with third parties. There can be no assurances that the Company will be able to secure additional financing, including by its agreement with Jefferies. There can also be no assurances that if financing is available, it will be sufficient to meet its needs or on favorable terms. As a result, taking into account the current economic uncertainty associated with COVID-19, the Company has concluded that management’s plans do not alleviate substantial doubt about the Company’s ability to continue as a going concern.

COVID-19 Pandemic

In order to mitigate the spread of COVID-19, governments have at times imposed unprecedented restrictions on business operations, travel, and gatherings, resulting in a global economic downturn and other adverse economic and societal impacts. The Company has complied with state reopening guidance and has allowed research and development staff to begin working in the laboratory when necessary and using recommended health and safety precautions. The COVID-19 pandemic has impacted the expected timing of the Company’s clinical trials, the economy, the biotechnology industry, and the Company’s business. For example, the Company previously anticipated initiating a trial of pepinemab in Alzheimer’s disease in mid-2020, but the initial enrollment date has been delayed until the first half of 2021. In addition, to mitigate the impacts of the COVID-19 pandemic, including impacts on the Company’s ability to raise capital and to maintain its personnel, the Company applied for and received the PPP Loan. The Company may experience further disruptions as a result of the COVID-19 pandemic that could adversely impact its business, including disruption of research and clinical development activities, plans for release of data, manufacturing, supply, and interactions with regulators and other third parties, and difficulties in raising additional capital. The extent to which the COVID-19 pandemic may impact the Company’s business will depend on future developments, which are highly uncertain and cannot be predicted with confidence.

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2020

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Consolidation

These condensed consolidated financial statements reflect the accounts and operations of the Company and those of its subsidiary in which the Company has a controlling financial interest and a variable interest entity (“VIE”) in which the Company is the primary beneficiary. As of September 30, 2020, and 2019, the Company’s accounts include Vaccinex Products, LP, a Delaware limited partnership (“Vaccinex Products”) and VX3 (DE) LP, a Delaware limited partnership (“VX3”). VX3 was established in October 2017 by a group of Canadian investors and was determined to be a VIE in which the Company is the primary beneficiary. The Company consolidates any VIE of which it is the primary beneficiary. The Company presents its noncontrolling interests as a separate component of stockholders’ equity (deficit). The Company presents the net loss of VX3 equal to the percentage ownership interest retained in such entity by the respective noncontrolling party (VX3), and as a separate component within its condensed consolidated statements of operations and comprehensive loss. The financial position of Vaccinex Products was not material as of September 30, 2020 and 2019, and there were no gains or losses for Vaccinex Products for the nine months ended September 30, 2020 and 2019. All intercompany transactions and balances have been eliminated.

These condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and following the requirements of the Securities and Exchange Commission (the "SEC"), for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These condensed consolidated financial statements have been prepared on the same basis as the Company’s annual consolidated financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments that are necessary for a fair statement of the Company’s financial information. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for any subsequent quarter or for the entire year ending December 31, 2020. The year-end balance sheet data was derived from audited consolidated financial statements but does not include all disclosures required by U.S. GAAP. Certain information and note disclosures normally included in annual consolidated financial statements prepared in accordance with U.S. GAAP have been omitted under the rules and regulations of the SEC.

These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 9, 2020.

Use of Estimates

These condensed consolidated financial statements have been prepared in conformity with 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 condensed consolidated 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, and valuation allowances against deferred income tax assets. Actual results could differ from those estimates.

Concentration of Credit Risk, Other Risks and Uncertainties

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 depends on third-party manufacturers for the manufacture of drug substance 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.

Grant Revenue

From time to time, the Company receives certain grant award funding to support its continuing research and development efforts. The Company considers these grants to be operating revenue as they support the Company’s primary operating activities. We recognize revenue from these contracts as we perform services under these arrangements when the funding is received. Revenues and related expenses are presented gross in the consolidated statements of operations and comprehensive loss as we have determined we control the arrangement as the primary obligor under the arrangements relative to the research and development services we perform. During the three and nine month periods ended September 30, 2020 the Company recorded grant revenue related to funds received from the ADDF of $575,000.

Deferred Offering Costs

The Company has incurred certain costs in connection with its securities offerings with Jefferies and Keystone. The Company capitalizes such deferred offering costs, which consist of direct, incremental legal, professional, accounting, and other third-party fees. The deferred offering costs will be offset against offering proceeds upon the completion of an offering. Should the offering be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the Company’s condensed consolidated statement of operations and comprehensive loss. Accordingly, $713,000 of offering costs associated with the ATM Facility and Keystone were charged against paid in capital in the nine months ended September 30, 2020. There were no deferred offering costs on the condensed consolidated balance sheet at September 30, 2020.

Convertible Instruments

The Company applies the accounting standards for derivatives and hedging and for distinguishing liabilities from equity when accounting for hybrid contracts that contain conversion options and other embedded features. The accounting standards require companies to bifurcate embedded features from their host instruments and account for them as free-standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (i) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (ii) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (iii) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.

The Company’s derivative instrument related to certain features embedded within the Debenture is discussed in Note 9. The derivative is accounted for as a derivative liability and remeasured to fair value as of each balance sheet date and the related remeasurement adjustments are recognized in the Company’s condensed consolidated statement of operations and comprehensive loss.

Recent Accounting Pronouncements Not Yet Adopted

In February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), in order to improve comparability among organizations by recognizing lease assets and liabilities in the consolidated balance sheets for those leases previously classified as operating leases under U.S. GAAP. The update requires a lessee to recognize in its consolidated balance sheet a liability to make lease payments and also a right-of-use asset representing its right to use the underlying asset for the lease term. ASU 2016-02 is effective for the Company for annual periods beginning after December 15, 2020 and interim periods within fiscal years beginning after December 15, 2021, requiring the use of a modified retrospective transition approach applied at the beginning of the earliest comparative period presented in the financial statements. In July 2018, the FASB issued ASU No. 2018-11, Leases, Targeted Improvements to ASC 842, Leases, (“ASU 2018-11”), which contains certain amendments to ASU 2016-02 intended to provide relief in implementing the new standard. ASU 2018-11 provides registrants with an option to not restate comparative periods presented in the financial statements. The Company intends to elect this new transition approach using a cumulative-effect adjustment on the effective date of the standard, for which comparative periods will be presented in accordance with the previous guidance in Accounting Standards Codification (“ASC”) 840, Leases.

The Company is currently evaluating the potential impact ASU 2016-02 may have on its financial position, results of operations, and related footnotes. The Company expects it will elect to utilize the available package of practical expedients permitted under the transition guidance within the new standard, which does not require the reassessment of the following: (i) whether existing or expired arrangements are or contain a lease, (ii) the lease classification of existing or expired leases, and (iii) whether previous initial direct costs would qualify for capitalization under the new lease standard. Additionally, the Company expects it will make an accounting policy election to keep leases with an initial term of 12 months or less off of its balance sheet. The Company anticipates that the impact relating to the new lease standard will result in the Company’s operating lease of its corporate headquarters in Rochester, New York, being reflected on the consolidated balance sheet as an operating lease right to use asset and related lease liability.

In June 2016, the FASB issued ASU No. 2016-13, “Measurement of Credit Losses on Financial Instruments” to improve reporting requirements specific to loans, receivables, and other financial instruments. The new standard requires that credit losses on financial assets measured at amortized cost be determined using an expected loss model, instead of the current incurred loss model, and requires that credit losses related to available-for-sale debt securities be recorded through an allowance for credit losses and limited to the amount by which carrying value exceeds fair value. The new standard also requires enhanced disclosure of credit risk associated with financial assets. The standard is effective for interim and annual periods beginning after December 15, 2022 with early adoption permitted. Based on the composition of the Company’s financial assets, current market conditions and historical credit loss activity, the adoption of this standard is not expected to have a material impact on the Company’s condensed consolidated financial statements.

In August 2020, FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for convertible instruments by removing the separation models for (1) convertible debt with a cash conversion feature and (2) convertible instruments with a beneficial conversion feature and simplifies the guidance for determining whether a conversion feature is a derivative. As a result, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost. These changes will reduce reported interest expense and increase reported net income for entities that have issued a convertible instrument that was bifurcated according to previously existing rules. In addition, ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share and the treasury stock method will be no longer available. The new guidance is effective for fiscal years beginning after December 15, 2021, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of ASU 2020-06 on its condensed consolidated financial statements.

Balance Sheet Components

9 Months Ended

Sep. 30, 2020

Balance Sheet Related Disclosures [Abstract]

Balance Sheet Components

Note 3. BALANCE SHEET COMPONENTS

Property and Equipment

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

	As of September 30, 2020			As of December 31, 2019
Leasehold improvements	$	3,174		$	3,161
Research equipment		3,499			3,442
Furniture and fixtures		350			350
Computer equipment		273			214
Property and equipment, gross		7,297			7,167
Less: accumulated depreciation and amortization		(6,809	)		(6,573	)
Property and equipment, net	$	488		$	594

Depreciation expense related to property and equipment was $74,000 and $64,000 for the three months ended September 30, 2020 and 2019, respectively and $237,000 and $181,000 for the nine months ended September 30, 2020 and 2019, respectively.

Accrued Expenses

Accrued expenses consist of the following (in thousands):

	As of September 30, 2020		As of December 31, 2019

Accrued clinical trial cost	$	2,278	$	3,252
Accrued payroll and related benefits		420		262
Accrued consulting and legal		180		79
Accrued interest		94		-
Accrued other		21		77
Accrued expenses	$	2,993	$	3,670

Fair Value Measurements of Financial Measurements

9 Months Ended

Sep. 30, 2020

Fair Value Disclosures [Abstract]

Fair Value Measurements of Financial Measurements

Note 4.

FAIR VALUE MEASUREMENTS 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 condensed consolidated 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 and derivative instruments. The Company does not have any nonfinancial assets or liabilities that are measured at fair value on a recurring basis

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 September 30, 2020
	Fair Value		Level 1		Level 2		Level 3
Financial Assets:
Cash equivalents:
Money market fund	$	626	$	626	$	-	$	-
Total Financial Assets	$	626	$	626	$	-	$	-

	As of December 31, 2019
	Fair Value		Level 1		Level 2		Level 3
Financial Assets:
Cash equivalents:
Money market fund	$	1,464	$	1,464	$	-	$	-
Total Financial Assets	$	1,464	$	1,464	$	-	$	-

The Company did not transfer any assets measured at fair value on a recurring basis to or from Level 1 and Level 2 during either of the nine months ended September 30, 2020 and 2019.

The Debenture, as discussed in Note 9, contains embedded derivative features that are required to be bifurcated and remeasured each reporting period. Each quarter, the change in the fair value of the embedded derivative features, if any, is recorded in the Condensed Consolidated Statement of Operations and Comprehensive Loss. The Company uses a binomial lattice valuation model to derive the value of the embedded derivative features, which initially valued the bifurcated embedded derivative at $65,000. The fair value of the derivative liability is $0 at September 30, 2020. Key inputs into this valuation model are the Company’s current stock price, risk-free interest rates, the stock dividend yield, the stock volatility, and the credit spread. The first three aforementioned inputs are based on observable market data and are considered Level 1 inputs while the last two aforementioned inputs are unobservable and thus require management’s judgment and are considered Level 3 inputs. This fair value measurement is considered a Level 3 measurement within the fair value hierarchy.

- Definition

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

+ References + Details

License and Services Agreement

9 Months Ended

Sep. 30, 2020

Research And Development [Abstract]

License and Services Agreement

Note 5.

LICENSE AND SERVICES AGREEMENT

In November 2017, the Company entered into a license agreement (the “VX3 License Agreement”) with VX3, which was formed by a group of Canadian investors including the Company’s majority stockholder, FCMI Parent Co. (“FCMI Parent”). VX3 was created for the purpose of funding the Company’s research and development activities for pepinemab, the Company’s most advanced product candidate. Under the VX3 License Agreement, the Company granted VX3 the license to use, make, have made, sell, offer and import pepinemab for the treatment of Huntington’s disease in the U.S. and Canada and, in return, VX3 agreed to fund research and development activities with up to an aggregate of $32.0 million in milestone payments to the Company and to share any pepinemab profits and sublicensing revenue under the agreement in an amount based on a calculation set forth in the agreement. The Company also entered into a services agreement with VX3 (the “Services Agreement”), pursuant to which the Company will carry out development activities for pepinemab for the treatment of Huntington’s disease in the U.S. and Canada in exchange for services payments from VX3. The VX3 License Agreement expires upon the last to expire licensed patent and may be terminated by either party upon uncured material breach, the occurrence of certain transactions or financings, uncured failure of VX3 to make any payment due under the Services Agreement, or upon written notice after November 6, 2020. The Services Agreement may be terminated by either party upon an uncured material breach and is automatically terminated upon termination of the VX3 License Agreement. The VX3 License Agreement provides that upon termination, the Company will issue to VX3 or its designees the number of shares of the Company’s common stock equal to the lesser of (1) the aggregate of all payments made to VX3 by its partners divided by $18.20 and (2) the then fair market value of VX3 divided by the then fair market value of one share of the Company’s common stock.

The Company has a variable interest in VX3 through FCMI Parent, which is majority owned and controlled by the Company’s chairman, and which controlled 90% of VX3’s voting interest as of September 30, 2020. VX3 does not have any business operations or generate any income or expenses and is primarily a funding mechanism specifically for the benefit of the Company, as its only activities consist of the receipt of funding and the contribution of such funding to the Company. Therefore, the Company determined that it is the primary beneficiary of VX3 and that the operating results of VX3 should be incorporated into the Company’s consolidated financial statements accordingly.

The Company entered into an exchange agreement on August 13, 2018 with VX3 and its partners, including FCMI Parent, that provides each VX3 partner with the right to exchange all, but not less than all, of its partnership interests in VX3 for shares of the Company’s common stock. The exchange agreement also provides that FCMI Parent’s exercise of its option to exchange its VX3 partnership interests for shares of Company common stock would trigger the exchange of all VX3 partnership interests for shares of Company common stock. Further, under the exchange agreement, the Company will have a right to require the exchange of all partnership interests in VX3 for shares of Company common stock in any of the following circumstances:

•

the Company enters into a transaction such as a sale, merger or consolidation such that shares of Company common stock are or will be sold or exchanged for cash and/or marketable securities;

•

on or after August 13, 2023; or

•

either the Company or VX3 enters into a licensing, partnering or similar transaction with respect to one or more products and indications licensed to VX3 by the Company, and all amounts then due and owing to VX3 in connection with such transaction have been paid to VX3.

For the three and nine months ended September 30, 2020 and 2019, the Company did not receive any amounts from VX3 or record any related capital contributions from noncontrolling interests on the condensed financial statements. Noncontrolling equity interests do not participate in a proportionate share of the Company’s net losses for the three or nine months ended September 30, 2020 or 2019 pursuant to the aforementioned partnership, license, services and exchange agreements.

Collaboration Agreements

9 Months Ended

Sep. 30, 2020

Collaboration Agreements [Abstract]

Collaboration Agreements

Note 6.

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. The term for each research program is nine to twelve months (not exceeding twelve months unless extended by written agreement) including time necessary for any functional assessment conducted by Surface following the commencement of the research program. Surface will provide the Company material to carry out the research activities. During the research program term, the Company also grants Surface non-exclusive, worldwide, limited-purpose license for each target to use the Company’s research program materials for conducting the research work pursuant to the agreement. The Company received service fee payments of $4,000 and $123,000 for the three and nine months ended September 30, 2019, respectively. There were no service fee revenues for the three and nine months ended September 30, 2020. During the three and nine months ended September 30, 2019, the Company recorded $400,000 of revenue related to its agreement with Surface, of which $300,000 was due to the exercise by Surface of its product option and $100,000 was for an exclusive product license. During the three and nine months ended September 30, 2020 the Company received $50,000 for the annual maintenance fee of the exclusive product license. This agreement will expire upon the latest of the expiration of both research programs and all evaluation and testing periods.

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 the Company entered into an exclusive research tool license agreement with Surface in the third quarter of 2019.

Commitments and Contingencies

9 Months Ended

Sep. 30, 2020

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 7.

COMMITMENTS AND CONTINGENCIES

Sublicense Termination Payments

In 2006, the Company licensed certain technology to EUSA Pharma SAS (“EUSA”), and in 2008, this technology was sublicensed by EUSA to Glaxo Group Limited (“GSK”) for development. GSK terminated its sub-license with EUSA in March 2010 and ownership of the technology reverted back to the Company. The Company may be required to pay EUSA up to $25.5 million plus ongoing royalty payments of 1% of net sales upon the occurrence of certain events involving the previously licensed technology, including a Phase 3 clinical trial, Food and Drug Administration acceptance and approval and product sales. The Company is not planning any further commercialization efforts related to the previously licensed technology, and therefore does not anticipate any of the above described amounts will be paid.

Operating Lease

The Company leases its facilities from 1895 Management, Ltd., a New York corporation controlled by an entity affiliated with a director of the Company, under non-cancellable operating leases. The lease agreement requires monthly rental payments of $14,000 through October 31, 2020. The Company entered into a lease extension in August 2020, which requires monthly rental payments of $14,511 commencing November 2020 continuing through October 2022. The Company is responsible for all maintenance, utilities, insurance and taxes related to the facility.

As of September 30, 2020, the future minimum payments for the operating lease are $43,022 in 2020, $174,132 in 2021, and $145,110 in 2022.

Rent expense incurred under the operating lease was $42,000 and $126,000 for each of the three and nine months ended September 30, 2020 and 2019, respectively.

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 September 30, 2020, and December 31, 2019, the Company was not involved in any material legal proceedings.

Long-term Debt

9 Months Ended

Sep. 30, 2020

Debt Instruments [Abstract]

Long-term Debt

Note 8.

LONG-TERM DEBT

On May 8, 2020, the Company received the PPP Loan in the amount of $1,133,600. The PPP Loan matures 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. The PPP Loan may be repaid at any time prior to maturity without incurring prepayment penalties. Pursuant to the CARES Act, all or a portion of the PPP Loan may be forgiven if the PPP Loan is used for qualifying expenses as described in the CARES Act, subject to certain conditions. The Company intends to seek forgiveness for this loan, but until such forgiveness is granted the loan has been recorded as long-term debt and related interest has been accrued accordingly. As of September 30, 2020, the Company has reflected accrued interest and interest expense of $5,000 within its condensed consolidated balance sheet and condensed statement of operations and comprehensive loss, respectively.

Convertible Debenture

9 Months Ended

Sep. 30, 2020

Debt Disclosure [Abstract]

Convertible Debenture

Note 9. CONVERTIBLE DEBENTURE

The senior secured convertible debt comprises the following (in thousands):

	As of September 30, 2020			As of December 31, 2019
Senior secured convertible debenture	$	8,531		$	-
Unamortized original issuance discount and debt issuance costs		(641	)		-
Total convertible debt	$	7,890		$	-

On July 30, 2020, the Company consummated the Convertible Debt Financing pursuant to which the Company issued the Debenture in the principal amount of $8,640,000 for a purchase price of $8,000,000, which reflects an original issue discount of approximately 8%. The closing of the sale of the Debenture occurred on August 3, 2020.

The Debenture will mature on the August 3, 2021. The Debenture accrues interest at 7% per year and is convertible into shares of common stock at the holder’s option, at a conversion price of $9.4125 per share, subject to certain customary adjustments (“Optional Conversion”). Should a holder elect to convert prior to maturity, the holder is entitled to a cash payment for interest that would have been earned by the holder through the original maturity of the Debenture (the “Interest Make-Whole”).

Subject to the satisfaction of certain conditions, at any time, the Company may elect to redeem all or any portion of the Debenture for an amount equal to 115% of the outstanding principal balance being redeemed plus all accrued unpaid interest on the amount being redeemed and an amount due under the Interest Make-Whole (the “Optional Redemption”).

The Debenture also provides that in connection with future capital raising transactions (subject to certain exceptions), the Company must offer to use 20% of the funds raised to redeem amounts outstanding under the Debenture (“Mandatory Redemption”). Any redemption in this circumstance will be at the election of the holder. Consistent with the Optional Conversion or Optional Redemption provisions, the Mandatory Redemption is subject to the Interest Make-Whole. During the three and nine month periods ended September 30, 2020, the Company made payments under the Mandatory Redemption provision totaling $116,329 consisting of $108,719 for principal repayments and $7,610 for accrued and make-whole interest.

The Debenture contains customary representations and warranties and affirmative and restrictive covenants, including limitations on indebtedness, liens, dispositions of assets, organizational document amendments, change of control transactions, stock repurchases, indebtedness repayments, dividends, affiliate transactions and certain other matters. The Company’s obligations under the Debenture can be accelerated upon the occurrence of certain customary events of default and are secured under a security agreement by a lien on substantially all of the Company’s assets, subject to certain exceptions. In the event of default and acceleration of the Company’s obligations, the Company would be required to pay the outstanding principal balance of the Debenture plus all accrued unpaid interest and amounts due under the Interest Make-Whole, subject to alternate payment in the event that the event of default prevents the holder from converting the Debenture or disposing of the shares issuable thereunder, and all other amounts due in respect of the Debenture.

If the Company, at any time while this Debenture is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of common stock on shares of common stock or any common stock equivalents, (ii) subdivides outstanding shares of common stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of common stock into a smaller number of shares or (iv) issues, in the event of a reclassification of shares of the common stock, any shares of capital stock of the Company, then the conversion price will be multiplied by a fraction, the numerator of which will be the number of shares of common stock outstanding immediately before such event, and the denominator of which will be the number of shares of common stock outstanding immediately after such event.

In addition to the adjustments above, if the Company grants, issues, or sells any common stock equivalents or rights to purchase stock, warrants, securities, or other property pro rata to the holders of any class of shares of common stock (the “Purchase Rights”), then upon subsequent conversion of the Debenture, the holder will be entitled to acquire the aggregate Purchase Rights which the holder could have acquired if the holder had held the number of shares of common stock acquirable upon complete conversion of the Debenture immediately before such grant, issuance or sale of Purchase Rights.

The Company evaluated the Debenture and determined that the Interest Make-Whole feature and Optional Redemption meet the definition of an embedded derivative liability measured at fair value. On the issuance date, August 3, 2020, the fair value of the bifurcated embedded derivative liability was $65,000.

The Company incurred $50,000 in fees paid to 3i in connection with the issuance of the Debenture. These costs were primarily allocated to the debt component and recognized as additional debt discount. The Company amortizes the debt discount, including the initial value of the derivative liability of $65,000, allocated fees of $50,000 and the original issuance discount of $640,000, over the term of the Debenture using the effective interest method. The annual effective interest rate is 16.54%. Total interest expense under the Senior Secured Convertible Debenture for the three and nine months ended September 30, 2020 was $210,923, prior to impact of change in fair value of derivative liability.

The fair value of the derivative liability as of September 30, 2020 was $0. The Company recorded the change in the fair value of $65,000 as a reduction to interest expense in its condensed consolidated statement of operations and comprehensive loss.

Common Stock Reserved For Issuance

9 Months Ended

Sep. 30, 2020

Equity [Abstract]

Common Stock Reserved For Issuance

Note 10. COMMON STOCK RESERVED FOR ISSUANCE

Common stock has been reserved for the following potential future issuances:

	As of September 30, 2020		As of December 31, 2019
Shares underlying outstanding stock options		891,748		579,731
Shares available for future stock option grants		208,395		230,952
Exchange of Vaccinex Products, LP units		1,154,935		1,173,500
Conversion of VX3 units		1,318,797		1,318,797
Total shares of common stock reserved		3,573,875		3,302,980

During the nine months ended September 30, 2020 and 2019, 18,565 and 4,455 units, respectively, of Vaccinex Products, LP were exchanged for shares of the Company’s common stock at par value of $0.0001 per share.

Stock-Based Compensation

9 Months Ended

Sep. 30, 2020

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Stock-Based Compensation

Note 11.

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 issuances 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 425,000 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, effective January 1, 2020 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% of the total number of issued and outstanding shares of the Company’s common stock as of December 31^st of the immediately preceding year or such lesser number as the Company’s board of directors may decide, which may be zero. Accordingly, on January 1, 2020, 297,743 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 December 31, 2019		579,731		$	8.04		7.0	$	120
Granted		324,300			4.50
Exercised		(3,783	)		5.11			$	3
Canceled		(8,500	)		8.10
Balance as of September 30, 2020		891,748		$	6.77		7.3	$	-
Exercisable as of September 30, 2020		569,724		$	7.75		6.5	$	-

The weighted-average grant date fair value of stock options granted to employees and directors for the nine months ended September 30, 2020 and 2019 was $2.73 per share and $3.35 per share, respectively. The aggregate grant date fair value of stock options that vested during the nine months ended September 30, 2020 and 2019 was $719,632 and $105,061, respectively.

The intrinsic value of stock options vested and exercisable and expected to vest and become exercisable is calculated based on the difference between the exercise price and the fair value of the Company’s common stock as of September 30, 2020 and December 31, 2019. 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.

As of September 30, 2020 and December 31, 2019, total unrecognized compensation cost related to stock options granted to employees was $926,591 and $627,129, respectively, which is expected to be recognized over a weighted-average period of 2.96 and 2.39 years, respectively.

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

	Nine Months Ended September 30,
	2020			2019
Expected term (in years)		6.3			6.0
Expected volatility		75	%		75	%
Risk-free interest rate		0.9	%		2.5	%
Expected dividend yield		-	%		-	%

In March 2020, the Company issued 20,000 shares of common stock as compensation for administrative fees incurred in connection with entering into a purchase agreement with Keystone. Pursuant to the terms of the Purchase Agreement, Keystone has agreed to purchase up to $5,000,000 of shares of the Company’s common stock. At the time of issuance, the fair market value of the shares was $4.00, and, as a result, $80,000 was included in general and administrative expenses for the nine months ended September 30, 2020.

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Research and development	$	37	$	26	$	96	$	72
General and administrative		54		111		565		237
Total stock-based compensation expense	$	91	$	137	$	661	$	309

Income Taxes

9 Months Ended

Sep. 30, 2020

Income Tax Disclosure [Abstract]

Income Taxes

Note 12.

INCOME TAXES

No provision for income taxes was recorded in either of the three months ended September 30, 2020 and 2019. The Company remains in a cumulative loss position with a full valuation allowance recorded against its net deferred income tax assets as of September 30, 2020.

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 September 30, 2020 and December 31, 2019, the Company had no unrecognized income tax benefits that would affect the Company’s effective tax rate if recognized.

In response to the COVID-19 pandemic, federal, state and local governments at various times enacted relief measures to provide aid and economic stimulus. These measures included deferring the due dates of tax payments or other changes to income and non-income-based tax laws. For the three and nine months ended September 30, 2020, there were no material tax impacts to the Company’s condensed consolidated financial statements as it relates to COVID-19 measures. The Company continues to monitor for additional developments and for guidance issued by the U.S. Treasury Department, the Internal Revenue Service and other governmental bodies.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References + Details

Net Loss Per Share Attributable to Common Stockholders

9 Months Ended

Sep. 30, 2020

Earnings Per Share [Abstract]

Net Loss Per Share Attributable to Common Stockholders

Note 13.

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:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Options to purchase common stock		850,716		604,599		742,797		527,573
Contingently issuable common stock upon exchange of Vaccinex Products, LP units		1,163,141		1,198,111		1,170,047		1,199,906
Contingently issuable common stock upon exchange of VX3 units		1,318,797		1,318,797		1,318,797		1,318,797

Segment and Geographical Information

9 Months Ended

Sep. 30, 2020

Segment Reporting [Abstract]

Segment and Geographic Information

Note 14.

SEGMENT AND GEOGRAPHIC INFORMATION

The Company’s chief operating decision maker, its Chief Executive Officer, reviews its operating results on an aggregate basis for purposes of allocating resources and evaluating financial performance. The Company has one business activity, the discovery and development of targeted biotherapeutics to treat serious diseases and conditions with unmet medical needs, and there are no segment managers who are held accountable for operations or operating results. Accordingly, the Company operates in one reportable segment. As of September 30, 2020 and December 31, 2019, all long-lived assets are located in the United States.

- 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Section 50
-Paragraph 34
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8981-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-Paragraph 32
-Subparagraph (e)
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Section 50
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Publisher FASB
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8657-108599

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-URI http://asc.fasb.org/topic&trid=2134510

+ Details

Related Party Transactions

9 Months Ended

Sep. 30, 2020

Related Party Transactions

Note 15.

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 $42,000 and $126,000 for the three and nine months ended September 30, 2020 and 2019.

As discussed in Note 6, in November 2017, the Company entered into a research collaboration and license option agreement with Surface to identify and select antibodies against two target antigens, using the Company’s proprietary technology as described in the agreement. J. Jeffrey Goater, a member of the Company’s board of directors, served as the Chief Business Officer of Surface at that time, and currently serves as the Chief Executive Officer and a director of Surface. The Company received $4,000 and $123,000 in service fee payments for work conducted under the agreement for the three and nine months ended September 30, 2019, respectively. There were no service fee payments for work conducted under the agreement for the three and nine month periods ended September 30, 2020. During the three and nine months ended September 30, 2019, the Company recorded $400,000 of revenue related to its agreement with Surface, of which $300,000 was due to the exercise by Surface of its product option and $100,000 was for an exclusive product license. During the three and nine months ended September 30, 2020 the Company received $50,000 as an annual maintenance fee for the exclusive product license. This agreement will expire upon the latest of the expiration of both research programs and all evaluation and testing periods.

On January 21, 2020, the Company entered into a stock purchase agreement pursuant to which the Company issued and sold to certain investors 1,468,563 shares of its common stock at a purchase price of $5.09 per share for aggregate gross proceeds of $7.5 million (“the January 2020 Private Placement”). FCMI Parent Co., the Company’s majority stockholder, which is controlled by Albert D. Friedberg, the chairman of the Company’s board of directors, Vaccinex (Rochester) L.L.C., which is majority owned and controlled by Dr. Maurice Zauderer, the Company’s President, Chief Executive Officer, and a member of its board of directors, and Jacob Frieberg, a member of the Company’s board of directors, purchased 982,318, 98,231, and 39,292 shares of our common stock for aggregate purchase prices of $4,999,999, $499,996, and $199,996, respectively, in the January 2020 Private Placement. In connection with the January 2020 Private Placement, on January 23, 2020, the Company entered into a registration rights agreement with the investors pursuant to which the Company filed a registration statement on Form S-3 (File No. 333-236417), declared effective on March 11, 2020, to register the resale of the shares acquired by the investors in the January 2020 Private Placement.

On July 9, 2020, the Company entered into a stock purchase agreement (the “July 2020 Stock Purchase Agreement”) with Friedberg Global-Macro Hedge Fund, Ltd. (the “Investor”), pursuant to which the Company issued and sold to the Investor 1,126,760 shares (the “Shares”) of the Company’s common stock, at a purchase price of $3.55 per Share (the “Private Placement”), for gross proceeds of $4.0 million. Albert D. Friedberg, the Company’s chairman and beneficial owner of a majority of the Company’s outstanding common stock, controls Friedberg Mercantile Group, the investment manager of the Investor, which exercises voting and dispositive power over shares held directly by the Investor. The closing of the Private Placement occurred on July 10, 2020. The Company intends to use the net proceeds from the Private Placement to fund the ongoing development of pepinemab, the Company’s lead product candidate, and for working capital and general corporate purposes. Also, on July 10, 2020, the Company entered into a registration rights agreement with the Investor that affords the Investor certain resale registration rights with respect to the Shares.

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2020
Accounting Policies [Abstract]
Basis of Presentation and Consolidation	Basis of Presentation and Consolidation These condensed consolidated financial statements reflect the accounts and operations of the Company and those of its subsidiary in which the Company has a controlling financial interest and a variable interest entity (“VIE”) in which the Company is the primary beneficiary. As of September 30, 2020, and 2019, the Company’s accounts include Vaccinex Products, LP, a Delaware limited partnership (“Vaccinex Products”) and VX3 (DE) LP, a Delaware limited partnership (“VX3”). VX3 was established in October 2017 by a group of Canadian investors and was determined to be a VIE in which the Company is the primary beneficiary. The Company consolidates any VIE of which it is the primary beneficiary. The Company presents its noncontrolling interests as a separate component of stockholders’ equity (deficit). The Company presents the net loss of VX3 equal to the percentage ownership interest retained in such entity by the respective noncontrolling party (VX3), and as a separate component within its condensed consolidated statements of operations and comprehensive loss. The financial position of Vaccinex Products was not material as of September 30, 2020 and 2019, and there were no gains or losses for Vaccinex Products for the nine months ended September 30, 2020 and 2019. All intercompany transactions and balances have been eliminated. These condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and following the requirements of the Securities and Exchange Commission (the "SEC"), for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These condensed consolidated financial statements have been prepared on the same basis as the Company’s annual consolidated financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments that are necessary for a fair statement of the Company’s financial information. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for any subsequent quarter or for the entire year ending December 31, 2020. The year-end balance sheet data was derived from audited consolidated financial statements but does not include all disclosures required by U.S. GAAP. Certain information and note disclosures normally included in annual consolidated financial statements prepared in accordance with U.S. GAAP have been omitted under the rules and regulations of the SEC. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 9, 2020.
Use of Estimates	Use of Estimates These condensed consolidated financial statements have been prepared in conformity with 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 condensed consolidated 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, and valuation allowances against deferred income tax assets. Actual results could differ from those estimates.
Concentration of Credit Risk, Other Risks and Uncertainties	Concentration of Credit Risk, Other Risks and Uncertainties 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 depends on third-party manufacturers for the manufacture of drug substance 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.
Grant Revenue	Grant Revenue From time to time, the Company receives certain grant award funding to support its continuing research and development efforts. The Company considers these grants to be operating revenue as they support the Company’s primary operating activities. We recognize revenue from these contracts as we perform services under these arrangements when the funding is received. Revenues and related expenses are presented gross in the consolidated statements of operations and comprehensive loss as we have determined we control the arrangement as the primary obligor under the arrangements relative to the research and development services we perform. During the three and nine month periods ended September 30, 2020 the Company recorded grant revenue related to funds received from the ADDF of $575,000.
Deferred Offering Costs	Deferred Offering Costs The Company has incurred certain costs in connection with its securities offerings with Jefferies and Keystone. The Company capitalizes such deferred offering costs, which consist of direct, incremental legal, professional, accounting, and other third-party fees. The deferred offering costs will be offset against offering proceeds upon the completion of an offering. Should the offering be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the Company’s condensed consolidated statement of operations and comprehensive loss. Accordingly, $713,000 of offering costs associated with the ATM Facility and Keystone were charged against paid in capital in the nine months ended September 30, 2020. There were no deferred offering costs on the condensed consolidated balance sheet at September 30, 2020.
Convertible Instruments	Convertible Instruments The Company applies the accounting standards for derivatives and hedging and for distinguishing liabilities from equity when accounting for hybrid contracts that contain conversion options and other embedded features. The accounting standards require companies to bifurcate embedded features from their host instruments and account for them as free-standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (i) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (ii) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (iii) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company’s derivative instrument related to certain features embedded within the Debenture is discussed in Note 9. The derivative is accounted for as a derivative liability and remeasured to fair value as of each balance sheet date and the related remeasurement adjustments are recognized in the Company’s condensed consolidated statement of operations and comprehensive loss.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Not Yet Adopted In February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), in order to improve comparability among organizations by recognizing lease assets and liabilities in the consolidated balance sheets for those leases previously classified as operating leases under U.S. GAAP. The update requires a lessee to recognize in its consolidated balance sheet a liability to make lease payments and also a right-of-use asset representing its right to use the underlying asset for the lease term. ASU 2016-02 is effective for the Company for annual periods beginning after December 15, 2020 and interim periods within fiscal years beginning after December 15, 2021, requiring the use of a modified retrospective transition approach applied at the beginning of the earliest comparative period presented in the financial statements. In July 2018, the FASB issued ASU No. 2018-11, Leases, Targeted Improvements to ASC 842, Leases, (“ASU 2018-11”), which contains certain amendments to ASU 2016-02 intended to provide relief in implementing the new standard. ASU 2018-11 provides registrants with an option to not restate comparative periods presented in the financial statements. The Company intends to elect this new transition approach using a cumulative-effect adjustment on the effective date of the standard, for which comparative periods will be presented in accordance with the previous guidance in Accounting Standards Codification (“ASC”) 840, Leases. The Company is currently evaluating the potential impact ASU 2016-02 may have on its financial position, results of operations, and related footnotes. The Company expects it will elect to utilize the available package of practical expedients permitted under the transition guidance within the new standard, which does not require the reassessment of the following: (i) whether existing or expired arrangements are or contain a lease, (ii) the lease classification of existing or expired leases, and (iii) whether previous initial direct costs would qualify for capitalization under the new lease standard. Additionally, the Company expects it will make an accounting policy election to keep leases with an initial term of 12 months or less off of its balance sheet. The Company anticipates that the impact relating to the new lease standard will result in the Company’s operating lease of its corporate headquarters in Rochester, New York, being reflected on the consolidated balance sheet as an operating lease right to use asset and related lease liability. In June 2016, the FASB issued ASU No. 2016-13, “Measurement of Credit Losses on Financial Instruments” to improve reporting requirements specific to loans, receivables, and other financial instruments. The new standard requires that credit losses on financial assets measured at amortized cost be determined using an expected loss model, instead of the current incurred loss model, and requires that credit losses related to available-for-sale debt securities be recorded through an allowance for credit losses and limited to the amount by which carrying value exceeds fair value. The new standard also requires enhanced disclosure of credit risk associated with financial assets. The standard is effective for interim and annual periods beginning after December 15, 2022 with early adoption permitted. Based on the composition of the Company’s financial assets, current market conditions and historical credit loss activity, the adoption of this standard is not expected to have a material impact on the Company’s condensed consolidated financial statements. In August 2020, FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for convertible instruments by removing the separation models for (1) convertible debt with a cash conversion feature and (2) convertible instruments with a beneficial conversion feature and simplifies the guidance for determining whether a conversion feature is a derivative. As a result, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost. These changes will reduce reported interest expense and increase reported net income for entities that have issued a convertible instrument that was bifurcated according to previously existing rules. In addition, ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share and the treasury stock method will be no longer available. The new guidance is effective for fiscal years beginning after December 15, 2021, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of ASU 2020-06 on its condensed consolidated financial statements.

Balance Sheet Components (Tables)

9 Months Ended

Sep. 30, 2020

Balance Sheet Related Disclosures [Abstract]

Property and Equipment

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

	As of September 30, 2020			As of December 31, 2019
Leasehold improvements	$	3,174		$	3,161
Research equipment		3,499			3,442
Furniture and fixtures		350			350
Computer equipment		273			214
Property and equipment, gross		7,297			7,167
Less: accumulated depreciation and amortization		(6,809	)		(6,573	)
Property and equipment, net	$	488		$	594

Accrued Expenses

Accrued expenses consist of the following (in thousands):

	As of September 30, 2020		As of December 31, 2019

Accrued clinical trial cost	$	2,278	$	3,252
Accrued payroll and related benefits		420		262
Accrued consulting and legal		180		79
Accrued interest		94		-
Accrued other		21		77
Accrued expenses	$	2,993	$	3,670

Fair Value Measurements of Financial Measurements (Tables)

9 Months Ended

Sep. 30, 2020

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 September 30, 2020
	Fair Value		Level 1		Level 2		Level 3
Financial Assets:
Cash equivalents:
Money market fund	$	626	$	626	$	-	$	-
Total Financial Assets	$	626	$	626	$	-	$	-

	As of December 31, 2019
	Fair Value		Level 1		Level 2		Level 3
Financial Assets:
Cash equivalents:
Money market fund	$	1,464	$	1,464	$	-	$	-
Total Financial Assets	$	1,464	$	1,464	$	-	$	-

- Definition

Tabular disclosure of financial instruments measured at fair value, including those classified in shareholders' equity measured on a recurring or nonrecurring basis. Disclosures include, but are not limited to, fair value measurements recorded and the reasons for the measurements, level within the fair value hierarchy in which the fair value measurements are categorized and transfers between levels 1 and 2. Nonrecurring fair value measurements are those that are required or permitted in the statement of financial position in particular circumstances.

+ References + Details

Convertible Debenture (Tables)

9 Months Ended

Sep. 30, 2020

Debt Disclosure [Abstract]

Schedule of Senior Secured Convertible Debt

The senior secured convertible debt comprises the following (in thousands):

	As of September 30, 2020			As of December 31, 2019
Senior secured convertible debenture	$	8,531		$	-
Unamortized original issuance discount and debt issuance costs		(641	)		-
Total convertible debt	$	7,890		$	-

Common Stock Reserved For Issuance (Tables)

9 Months Ended

Sep. 30, 2020

Equity [Abstract]

Common Stock Reserved for Potential Future Issuances

Common stock has been reserved for the following potential future issuances:

	As of September 30, 2020		As of December 31, 2019
Shares underlying outstanding stock options		891,748		579,731
Shares available for future stock option grants		208,395		230,952
Exchange of Vaccinex Products, LP units		1,154,935		1,173,500
Conversion of VX3 units		1,318,797		1,318,797
Total shares of common stock reserved		3,573,875		3,302,980

Stock-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2020

Disclosure Of Compensation Related Costs Sharebased Payments [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 December 31, 2019		579,731		$	8.04		7.0	$	120
Granted		324,300			4.50
Exercised		(3,783	)		5.11			$	3
Canceled		(8,500	)		8.10
Balance as of September 30, 2020		891,748		$	6.77		7.3	$	-
Exercisable as of September 30, 2020		569,724		$	7.75		6.5	$	-

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:

	Nine Months Ended September 30,
	2020			2019
Expected term (in years)		6.3			6.0
Expected volatility		75	%		75	%
Risk-free interest rate		0.9	%		2.5	%
Expected dividend yield		-	%		-	%

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

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Research and development	$	37	$	26	$	96	$	72
General and administrative		54		111		565		237
Total stock-based compensation expense	$	91	$	137	$	661	$	309

Net Loss Per Share Attributable to Common Stockholders (Tables)

9 Months Ended

Sep. 30, 2020

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:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Options to purchase common stock		850,716		604,599		742,797		527,573
Contingently issuable common stock upon exchange of Vaccinex Products, LP units		1,163,141		1,198,111		1,170,047		1,199,906
Contingently issuable common stock upon exchange of VX3 units		1,318,797		1,318,797		1,318,797		1,318,797

Company and Nature of Business - Additional Information (Details) - USD ($)					1 Months Ended					3 Months Ended		9 Months Ended
	Aug. 03, 2020	May 08, 2020	Mar. 27, 2020	Jan. 21, 2020	Sep. 30, 2020	Jul. 31, 2020	Mar. 31, 2020	Jan. 31, 2020	Jul. 31, 2019	Sep. 30, 2020	Jun. 30, 2020	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Cash flow from operations												$ (22,265,000)	$ (24,912,000)
Accumulated deficit					$ 271,034,000					$ 271,034,000		271,034,000		$ 248,630,000
Proceeds from private offering of common stock					$ 2,000,000	$ 4,000,000		$ 7,500,000	$ 13,800,000			11,475,000	$ 13,800,000
Proceeds from capital contribution			$ 11,500,000
PPP Loan
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Debt instrument interest rate		1.00%
Debenture maturity date		May 08, 2022
Amount of loan received		$ 1,133,600
PPP Loan \| Five Star Bank
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Amount of loan received		$ 1,100
Alzheimers Association
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Sale of stock, consideration received												750,000
Proceeds from the sale of shares												575,000,000
Open Market Sale Agreement
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Proceeds from the sale of shares										$ 12,300,000	$ 1,200,000
Open Market Sale Agreement \| Common Stock
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Number of common stock sold										3,815,600	317,688
Securities Purchase Agreement
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Sale of stock, consideration received										$ 26,600,000
Debt instrument interest rate	7.00%
Debt instrument principal amount	$ 8,640,000
Purchase price of convertible debentures	$ 8,000,000
Debt instrument, discount rate	8.00%
Debenture maturity date	Aug. 03, 2021
Common stock conversion price	$ 9.4125
Stock Purchase Agreement \| Keystone Capital Partners, LLC
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Stock purchase program number of shares agree to purchase												5,000,000
Proceeds from the sale of shares											$ 1,200,000	$ 300,000
Stock Purchase Agreement \| Common Stock
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Number of common stock sold				1,468,563
Stock Purchase Agreement \| Common Stock \| Keystone Capital Partners, LLC
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Number of common stock sold											324,424	47,319
Maximum
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Sale of stock, consideration received												$ 113,000,000
Maximum \| Stock Purchase Agreement \| Common Stock \| Keystone Capital Partners, LLC
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Proceeds from the sale of shares							$ 5,000,000

Summary of Significant Accounting Policies - Additional Information (Details) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2020	Sep. 30, 2019
Summary Of Significant Accounting Policies [Line Items]
Grant revenue	$ 575,000	$ 575,000
Deferred offering costs	0	0
ADDF
Summary Of Significant Accounting Policies [Line Items]
Grant revenue	575,000	575,000
Keystone Capital Partners, LLC \| ATM Facility \| Additional Paid-in Capital
Summary Of Significant Accounting Policies [Line Items]
Deferred offering costs	$ 713,000	713,000
Vaccinex Products
Summary Of Significant Accounting Policies [Line Items]
Gain or loss from VIE		$ 0	$ 0

Balance Sheet Components - Property and Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Property Plant And Equipment [Line Items]
Property and equipment, gross	$ 7,297	$ 7,167
Less: accumulated depreciation and amortization	(6,809)	(6,573)
Property and equipment, net	488	594
Leasehold Improvements
Property Plant And Equipment [Line Items]
Property and equipment, gross	3,174	3,161
Research Equipment
Property Plant And Equipment [Line Items]
Property and equipment, gross	3,499	3,442
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	$ 273	$ 214

Balance Sheet Components - Additional Information (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Property Plant And Equipment [Abstract]
Depreciation	$ 74,000	$ 64,000	$ 237,000	$ 181,000

Balance Sheet Components - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Payables And Accruals [Abstract]
Accrued clinical trial cost	$ 2,278	$ 3,252
Accrued payroll and related benefits	420	262
Accrued consulting and legal	180	79
Accrued interest	94
Accrued other	21	77
Accrued expenses	$ 2,993	$ 3,670

Fair Value Measurements of Financial Measurements - Summary of Fair Value of Financial Assets by Level within Fair Value Hierarchy (Details) - Fair Value Measurements Recurring - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Financial Assets:
Total Financial Assets	$ 626	$ 1,464
Money Market Funds
Financial Assets:
Cash equivalents, Fair value disclosure	626	1,464
Level 1
Financial Assets:
Total Financial Assets	626	1,464
Level 1 \| Money Market Funds
Financial Assets:
Cash equivalents, Fair value disclosure	$ 626	$ 1,464

Fair Value Measurements of Financial Measurements - Additional Information (Details) - USD ($)	Sep. 30, 2020	Aug. 03, 2020	Sep. 30, 2019
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Embedded derivative liability	$ 0	$ 65,000
Fair Value Measurements Recurring
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Financial assets, level 1 to level 2 transfers, amount	0		$ 0
Financial assets, level 2 to level 1 transfers, amount	$ 0		$ 0

License and Services Agreement - Additional Information (Details) - USD ($)		1 Months Ended	3 Months Ended		9 Months Ended
	Mar. 27, 2020	Nov. 30, 2017	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
License And Services Agreement [Line Items]
Proceeds from capital contribution	$ 11,500,000
VX3 License Agreement
License And Services Agreement [Line Items]
Research and development, milestone payments to company		$ 32,000,000
Terms of license agreement upon termination					the Company will issue to VX3 or its designees the number of shares of the Company’s common stock equal to the lesser of (1) the aggregate of all payments made to VX3 by its partners divided by $18.20 and (2) the then fair market value of VX3 divided by the then fair market value of one share of the Company’s common stock.
Base amount to determine issuance of common stock upon termination		$ 18.20
VX3
License And Services Agreement [Line Items]
Percentage of voting interest					90.00%
Proceeds from capital contribution			$ 0	$ 0	$ 0	$ 0

Collaboration Agreements - Additional Information (Details)	1 Months Ended	3 Months Ended		9 Months Ended
	Nov. 30, 2017 TargetAntigen	Sep. 30, 2020 USD ($)	Sep. 30, 2019 USD ($)	Sep. 30, 2020 USD ($)	Sep. 30, 2019 USD ($)
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Revenue		$ 50,000	$ 404,000	$ 50,000	$ 523,000
Surface Oncology, Inc.
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Number of target antigens against which antibodies are to be identified and selected \| TargetAntigen	2
Service fee payments/revenue		0	4,000	0	123,000
Revenue			400,000		400,000
Surface Oncology, Inc. \| Exercise of Product Option
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Revenue			300,000		300,000
Surface Oncology, Inc. \| Exclusive Product License
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Revenue			$ 100,000		$ 100,000
Annual maintenance fee		$ 50,000		$ 50,000
Surface Oncology, Inc. \| Minimum
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Term of research program	9 months
Surface Oncology, Inc. \| Maximum
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Term of research program	12 months

Commitments and Contingencies - Additional Information (Details) - USD ($)	3 Months Ended		9 Months Ended		24 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Oct. 31, 2022
Commitments And Contingencies [Line Items]
Royalty payments, percent of net sales			1.00%
Monthly rental payments	$ 14,000		$ 14,000
Future minimum operating leases payment in 2020	43,022		43,022
Future minimum operating leases payment in 2021	174,132		174,132
Future minimum operating leases payment in 2022	145,110		145,110
Rent expense incurred under operating lease	$ 42,000	$ 42,000	126,000	$ 126,000
Scenario Forecast
Commitments And Contingencies [Line Items]
Monthly rental payments					$ 14,511
Contract Termination
Commitments And Contingencies [Line Items]
Termination payment			$ 25,500,000

Long-term Debt - Additional Information (Details) - USD ($)		9 Months Ended
	May 08, 2020	Sep. 30, 2020
Debt Instrument [Line Items]
Interest expense		$ 113,000
PPP Loan
Debt Instrument [Line Items]
Amount of loan received	$ 1,133,600
Maturity date	May 08, 2022
Annual interest rate	1.00%
Payments commencement date	Nov. 08, 2020
Accrued interest		5,000
Interest expense		$ 5,000

Convertible Debenture - Schedule of Senior Secured Convertible Debt (Details) - Senior Secured Convertible Debenture $ in Thousands	Sep. 30, 2020 USD ($)
Debt Instrument [Line Items]
Senior secured convertible debenture	$ 8,531
Unamortized original issuance discount and debt issuance costs	(641)
Total convertible debt	$ 7,890

Convertible Debenture - Additional Information (Details) - USD ($)			3 Months Ended	9 Months Ended
	Aug. 03, 2020	Jul. 30, 2020	Sep. 30, 2020	Sep. 30, 2020
Short Term Debt [Line Items]
Embedded derivative liability	$ 65,000		$ 0	$ 0
Interest expense				113,000
Senior Secured Convertible Debenture
Short Term Debt [Line Items]
Debt instrument principal amount		$ 8,640,000
Purchase price of convertible debentures		$ 8,000,000
Debt instrument, discount rate		8.00%
Debenture maturity date	Aug. 03, 2021
Debt instrument interest rate	7.00%
Common stock conversion price	$ 9.4125
Debenture redemption percentage	115.00%
Percentage of funds used to redeem outstanding debentures	20.00%
Payments under mandatory redemption provision			116,329	116,329
Embedded derivative liability			0	0
Annual effective interest rate	16.54%
Interest expense			210,923	210,923
Change in fair value of derivative liability				65,000
Senior Secured Convertible Debenture \| 3i
Short Term Debt [Line Items]
Fees paid in connection with issuance of debentures	$ 50,000
Senior Secured Convertible Debenture \| Effective Interest Method
Short Term Debt [Line Items]
Embedded derivative liability	65,000
Fees paid in connection with issuance of debentures	50,000
Original issuance discount	640,000
Senior Secured Convertible Debenture \| Interest Make-Whole Feature
Short Term Debt [Line Items]
Embedded derivative liability	$ 65,000
Senior Secured Convertible Debenture \| Principal Repayments
Short Term Debt [Line Items]
Payments under mandatory redemption provision			108,719	108,719
Senior Secured Convertible Debenture \| Accrued and Make-whole Interest
Short Term Debt [Line Items]
Payments under mandatory redemption provision			$ 7,610	$ 7,610

Common Stock Reserved For Issuance - Common Stock Reserved For Potential Future Issuances (Details) - shares	Sep. 30, 2020	Dec. 31, 2019
Class Of Stock [Line Items]
Total shares of common stock reserved	3,573,875	3,302,980
Shares Underlying Outstanding Stock Options
Class Of Stock [Line Items]
Total shares of common stock reserved	891,748	579,731
Shares Available For Future Stock Option Grants
Class Of Stock [Line Items]
Total shares of common stock reserved	208,395	230,952
Exchange of Vaccinex Products, LP Units
Class Of Stock [Line Items]
Total shares of common stock reserved	1,154,935	1,173,500
Conversion of VX3 Units
Class Of Stock [Line Items]
Total shares of common stock reserved	1,318,797	1,318,797

Common Stock Reserved For Issuance - Additional Information (Details) - $ / shares	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
Class Of Stock [Line Items]
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Vaccinex Products, LP Interests \| Common Stock
Class Of Stock [Line Items]
Limited partnership interests exchanged	18,565	4,455

Stock-Based Compensation - Additional Information (Details) - USD ($)	1 Months Ended		3 Months Ended			9 Months Ended		12 Months Ended
	Mar. 31, 2020	Jan. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total shares of common stock reserved			3,573,875			3,573,875		3,302,980
Weighted-average grant date fair value of stock options granted to employees and directors						$ 2.73	$ 3.35
Options granted						324,300
Aggregate grant date fair value of stock options vested						$ 719,632	$ 105,061
Total unrecognized compensation cost related to stock options granted to employees			$ 926,591			$ 926,591		$ 627,129
Common stock, par value			$ 0.0001		$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Stock based compensation expense			$ 91,000		$ 137,000	$ 661,000	$ 309,000
General and Administrative Expenses
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock based compensation expense			$ 54,000		$ 111,000	565,000	$ 237,000
Keystone Capital Partners, LLC
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock, par value	$ 4.00
Keystone Capital Partners, LLC \| General and Administrative Expenses
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock based compensation expense						80,000
Keystone Capital Partners, LLC \| Stock Purchase Agreement
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock issued under purchase agreement				$ 1,200,000		$ 300,000
Common Stock \| Keystone Capital Partners, LLC
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares issued for administrative fees	20,000
Maximum \| Common Stock \| Keystone Capital Partners, LLC \| Stock Purchase Agreement
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock issued under purchase agreement	$ 5,000,000
2011 Employee Equity Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Additional shares of common stock		297,743
2018 Omnibus Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total shares of common stock reserved			425,000			425,000
Percentage of total shares of common stock reserved						2.00%
2018 Omnibus Incentive Plan \| Minimum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Percentage of voting power of all classes of stock to be owned by optionee to determine the exercise price						10.00%
Exercise price as a percentage of fair value of common stock on grant date if optionee owns stock representing more than 10 percent of voting power of all classes of stock						110.00%
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						2 years 11 months 15 days		2 years 4 months 20 days
Employee Stock Options \| 2011 Employee Equity Plan \| Minimum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock options granted, expiration year						5 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 \| Minimum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock options granted, expiration year						5 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

Stock-Based Compensation - Summary of Stock Option Activity and Related Information (Details) $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2020 USD ($) $ / shares shares	Dec. 31, 2019 USD ($) $ / shares shares
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Stock Options, Balance \| shares	579,731
Stock Options, Granted \| shares	324,300
Stock Options, Exercised \| shares	(3,783)
Stock Options, Cancelled \| shares	(8,500)
Stock Options, Balance \| shares	891,748	579,731
Stock Options, Exercisable \| shares	569,724
Weighted-Average Exercise Price, Balance \| $ / shares	$ 8.04
Weighted-Average Exercise Price, Granted \| $ / shares	4.50
Weighted-Average Exercise Price, Exercised \| $ / shares	5.11
Weighted-Average Exercise Price, Canceled \| $ / shares	8.10
Weighted-Average Exercise Price, Balance \| $ / shares	6.77	$ 8.04
Weighted-Average Exercise Price, Exercisable \| $ / shares	$ 7.75
Weighted-Average Remaining Contractual Life (Years), Balance	7 years 3 months 18 days	7 years
Weighted-Average Remaining Contractual Life (Years), Exercisable	6 years 6 months
Aggregate Intrinsic Value, Balance \| $	$ 120
Aggregate Intrinsic Value, Exercised \| $	$ 3
Aggregate Intrinsic Value, Balance \| $		$ 120

Stock-Based Compensation - Grant Date Fair Value of Employee Stock Options Estimated Using Black-Scholes Option-Pricing Model with Weighted-Average Assumptions (Details) - Employee Stock Options	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected term (in years)	6 years 3 months 18 days	6 years
Expected volatility	75.00%	75.00%
Risk-free interest rate	0.90%	2.50%

Stock-Based Compensation - Total Stock-Based Compensation Expense Recognized in Condensed Consolidated Statements of Operations and Comprehensive Loss (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total stock-based compensation expense	$ 91	$ 137	$ 661	$ 309
Research and Development
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total stock-based compensation expense	37	26	96	72
General and Administrative
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total stock-based compensation expense	$ 54	$ 111	$ 565	$ 237

Income Taxes - Additional Information (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Provision for income taxes	$ 0	$ 0	$ 0	$ 0
Unrecognized tax benefits that would impact effective tax rate	$ 0		$ 0		$ 0

- Definition

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

+ References + Details

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	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
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	850,716	604,599	742,797	527,573
Vaccinex Products, LP Units
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	1,163,141	1,198,111	1,170,047	1,199,906
VX3 Units
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	1,318,797	1,318,797	1,318,797	1,318,797

Segment and Geographic Information - Additional Information (Details)	9 Months Ended	12 Months Ended
	Sep. 30, 2020 BusinessActivity SegmentManager Segment	Dec. 31, 2019 Segment
Segment Reporting Information [Line Items]
Number of business activity \| BusinessActivity	1
Number of segment managers held accountable for operations or operating results \| SegmentManager	0
United States
Segment Reporting Information [Line Items]
Number of reportable segments \| Segment	1	1

Related Party Transactions - Additional Information (Details)			1 Months Ended	3 Months Ended		9 Months Ended
	Jul. 09, 2020 USD ($) $ / shares shares	Jan. 21, 2020 USD ($) $ / shares shares	Nov. 30, 2017 TargetAntigen	Sep. 30, 2020 USD ($) shares	Sep. 30, 2019 USD ($)	Sep. 30, 2020 USD ($) shares	Sep. 30, 2019 USD ($)	Dec. 31, 2019 shares
Related Party Transaction [Line Items]
Rent expense incurred under operating lease				$ 42,000	$ 42,000	$ 126,000	$ 126,000
Revenue				$ 50,000	404,000	50,000	523,000
Gross proceeds from issuance of common stock						$ 17,000,000
Common stock, shares issued \| shares				22,380,351		22,380,351		14,887,999
Dr. Maurice Zauderer
Related Party Transaction [Line Items]
Gross proceeds from issuance of common stock		$ 4,999,999
Common stock, shares issued \| shares		982,318
Chief Executive Officer
Related Party Transaction [Line Items]
Gross proceeds from issuance of common stock		$ 499,996
Common stock, shares issued \| shares		98,231
Jacob Frieberg
Related Party Transaction [Line Items]
Gross proceeds from issuance of common stock		$ 199,996
Common stock, shares issued \| shares		39,292
Stock Purchase Agreement
Related Party Transaction [Line Items]
Sale of stock, transaction date		Jan. 21, 2020
Stock Purchase Agreement \| Common Stock
Related Party Transaction [Line Items]
Aggregate number of shares issued \| shares		1,468,563
Shares issued, price per share \| $ / shares		$ 5.09
Gross proceeds from issuance of common stock		$ 7,500,000
July 2020 Stock Purchase Agreement \| Friedberg Global-Macro Hedge Fund, Ltd
Related Party Transaction [Line Items]
Sale of stock, transaction date	Jul. 09, 2020
July 2020 Stock Purchase Agreement \| Common Stock \| Friedberg Global-Macro Hedge Fund, Ltd
Related Party Transaction [Line Items]
Aggregate number of shares issued \| shares	1,126,760
Shares issued, price per share \| $ / shares	$ 3.55
Gross proceeds from issuance of common stock	$ 4,000,000
Surface Oncology, Inc.
Related Party Transaction [Line Items]
Number of target antigens against which antibodies are to be identified and selected \| TargetAntigen			2
Service fee payment received				$ 0	4,000	$ 0	123,000
Revenue					400,000		400,000
Surface Oncology, Inc. \| Exercise of Product Option
Related Party Transaction [Line Items]
Revenue					300,000		300,000
Surface Oncology, Inc. \| Exclusive Product License
Related Party Transaction [Line Items]
Revenue					$ 100,000		$ 100,000
Annual maintenance fee				$ 50,000		$ 50,000