0000950170-24-039700 | 10-K | XBRL Viewer

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Summary of Significant Accounting Policies - Additional Information (Details)						1 Months Ended	12 Months Ended
	Mar. 27, 2024 shares	Feb. 19, 2024 $ / shares	Sep. 25, 2023 $ / shares	May 19, 2023 USD ($)	Mar. 27, 2020 USD ($)	Sep. 30, 2020 USD ($)	Dec. 31, 2023 USD ($) Segment $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares
Summary Of Significant Accounting Policies [Line Items]
Stock split, conversion ratio			0.15
Common stock, par value \| $ / shares			$ 0.0001				$ 0.0001	$ 0.0001
Reverse stock split description							Company effected a 1-for-15 reverse stock split of its issued shares of common stock. On February 19, 2024, the Company effected a second reverse split of shares of the Company's common stock on a 1-for-14 basis. All per share amounts, common shares outstanding, warrants, and stock-based compensation amounts for all periods presented have been retroactively adjusted to reflect these reverse stock splits.
Proceeds from private offering of common stock							$ 6,270,000	$ 13,490,000
Proceeds from capital contribution					$ 11,500,000
Aggregate offering price							1,278,000
Asset impairment charges							$ 0	$ 0
Treasury stock repurchased \| shares							0	0
Interest related to income taxes							$ 0
Penalties related to income taxes							$ 0
Number of operating segments \| Segment							1
Subsequent Events
Summary Of Significant Accounting Policies [Line Items]
Stock split, conversion ratio		0.14
Common stock, par value \| $ / shares		$ 0.0001
Maximum
Summary Of Significant Accounting Policies [Line Items]
Sale of stock, consideration received						$ 113,000,000
Alzheimers Association
Summary Of Significant Accounting Policies [Line Items]
Grant revenue							$ 0	$ 175,000
Common Stock and Warrants
Summary Of Significant Accounting Policies [Line Items]
Proceeds from private offering of common stock							$ 9,700,000
Common Stock \| Subsequent Events
Summary Of Significant Accounting Policies [Line Items]
Aggregate number of shares issued and sell \| shares	159,683
Open Market Sale Agreement \| Common Stock
Summary Of Significant Accounting Policies [Line Items]
Aggregate number of shares issued and sell \| shares							3,409	15,188
Shares issued, price per share \| $ / shares							$ 83.63	$ 235.2
Proceeds from the sale of shares							$ 276,394	$ 3,600,000
Open Market Sale Agreement \| Common Stock \| Maximum
Summary Of Significant Accounting Policies [Line Items]
Aggregate offering price				$ 4,391,000

Related Party Transactions	12 Months Ended
Dec. 31, 2023
Related Party Transactions [Abstract]
Related Party Transactions	RELATED PARTY TRANSACTIONS As discussed in Note 7, the Company leases its facility from 1895 Management, Ltd., a New York corporation controlled by an entity affiliated with the Company’s chairman and major stockholder of the Company. Rent expense incurred under this operating lease was $181,000 and $175,000, respectively, for each of the years ended December 31, 2023, and 2022. As discussed in Note 5, 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. At that time, J. Jeffrey Goater served as a member of the Company’s board of directors and the Chief Business Officer of Surface, Mr. Goater's term as a member of our board ended at our 2022 annual meeting of stockholders. He currently serves as a director of Surface. This agreement will expire upon the latest of the expiration of both research programs and all evaluation and testing periods. During the year ended December 31, 2022 the Company recorded $50,000 of revenue as an annual maintenance fee for the exclusive product license. During the year ended December 31, 2023 the Company recorded $500,000 of revenue for a milestone for the first target. In 2023 Surface terminated this exclusive research license agreement, and therefore will not be required to pay the maintenance fee any longer. Surface Oncology has sublicensed this program for the second target to Coherus which is actively continuing phase 1/2 development. Coherus is now responsible for the maintenance fee. On January 31, 2022, the Company entered into a stock purchase agreement pursuant to which the Company issued and sold to certain investors 41,656 shares of its common stock at a purchase price of $233.10 per share for aggregate gross proceeds of $9.7 million (“the January 2022 Private Placement”). FCMI Parent Co. ("FCMI") and Friedberg Global-Macro Hedge Fund Ltd. each purchased 8,580 shares of the Company's common stock for an aggregate purchase price 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 FCMI, the Company's largest stockholder, and Friedberg Mercantile Group, the investment manager of the Friedberg Global-Macro Hedge Fund Ltd., which exercises voting and dispositive power over shares held directly by Friedberg Global-Macro Hedge Fund Ltd. 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 Benbow Estates, which is controlled by Jacob Frieberg, a member of the Company’s board of directors, also purchased 8,580 and 429 shares of the Company's common stock for aggregate purchase prices of $2.0 million and $0.1 million, respectively, in the January 2022 Private Placement. On November 18, 2022, and November 22, 2022, the Company entered into a stock purchase agreement and joinder thereto pursuant to which it issued and sold 34,012 shares of its common stock at a purchase price of $111.15 per share for aggregate gross proceeds of approximately $3.8 million (the "November 2022 Private Placement"). Vaccinex (Rochester), L.L.C.; FCMI; Gee Eff Services Limited, which is controlled by Jacob Frieberg, one of the Company's directors; and Gerald E. Van Strydonck, another of the Company's directors, purchased 26,315 shares of the Company’s common stock for aggregate purchase price of $2.9 million in the November 2022 Private Placement. On March 30, 2023, the Company entered into a Stock Purchase Agreement, pursuant to which the Company issued and sold 23,693 shares of its common stock at a purchase price of $86.10 per share for aggregate gross proceeds of $2.04 million (the "March 2023 Private Placement”). FCMI and Vaccinex (Rochester) L.L.C. purchased 23,229 shares of the Company's common stock for an aggregate purchase price of $2.0 million in the March 2023 Private Placement. In addition, FCMI made a binding commitment in the Stock Purchase Agreement to purchase, on or prior to May 15, 2023, up to an additional $2.96 million of shares of the Company's common stock, less the aggregate purchase price of securities of the Company other than the shares sold by the Company to investors other than FCMI and its affiliates after the closing and on or prior to May 15, 2023, and subject to the terms and conditions of the Stock Purchase Agreement. On May 12, 2023, pursuant to the March 2023 Stock Purchase Agreement, the Company issued and sold 37,660 shares of its common stock at a purchase price of $78.5988 per share for aggregate gross proceeds of $2.96 million. FCMI purchased 31,690 shares of the Company's common stock in relation to the May 12, 2023, sale for a purchase price of $2.51 million. On September 20, 2023, the Company entered into the Stock Purchase Agreement, pursuant to which the Company issued and sold 17,781 shares of its common stock at a purchase price of $32.76 per share for aggregate gross proceeds of $0.58 million (the "September 2023 Private Placement”). Vaccinex (Rochester) L.L.C. purchased 9,768 shares of the Company's common stock in the September 2023 Private Placement for a purchase price of $0.32 million. On October 3, 2023, pursuant to the Company’s registration statement on Form S-1, as amended (File No. 333-274520), and a securities purchase agreement, as applicable, the Company issued and sold to certain investors (i) 542,857 shares of the Company’s common stock together with common warrants to purchase up to 542,857 shares of common stock and (ii) 142,857 pre-funded warrants to purchase up to 142,857 shares of common stock together with common warrants to purchase up to 142,857 shares of common stock, at a purchase price of $14.00 and $13.99, respectively, for aggregate gross proceeds of $9.6 million (“the October 2023 Offering”). FCMI and Vaccinex (Rochester) L.L.C. purchased 214,286 and 35,714 shares of our common stock and accompanying common warrants, respectively, in the October 2023 Offering for an aggregate purchase price of $3.5 million. On November 2, 2023, the Company entered into Securities Purchase Agreements with certain investors from the August and September 2023 private placements, pursuant to which the Company issued and sold 37,694 warrants to purchase up to 37,694 shares of its common stock at a purchase price of $1.75 per warrant for aggregate gross proceeds of $70,000 (the "November Warrant Offering”). Vaccinex (Rochester) L.L.C. purchased 9,768 warrants in the November Warrant Offering for a purchase price of $17,000.

Related Party Transactions

12 Months Ended

Dec. 31, 2023

Related Party Transactions

RELATED PARTY TRANSACTIONS

As discussed in Note 7, the Company leases its facility from 1895 Management, Ltd., a New York corporation controlled by an entity affiliated with the Company’s chairman and major stockholder of the Company. Rent expense incurred under this operating lease was $181,000 and $175,000, respectively, for each of the years ended December 31, 2023, and 2022.

As discussed in Note 5, 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. At that time, J. Jeffrey Goater served as a member of the Company’s board of directors and the Chief Business Officer of Surface, Mr. Goater's term as a member of our board ended at our 2022 annual meeting of stockholders. He currently serves as a director of Surface. This agreement will expire upon the latest of the expiration of both research programs and all evaluation and testing periods. During the year ended December 31, 2022 the Company recorded $50,000 of revenue as an annual maintenance fee for the exclusive product license. During the year ended December 31, 2023 the Company recorded $500,000 of revenue for a milestone for the first target. In 2023 Surface terminated this exclusive research license agreement, and therefore will not be required to pay the maintenance fee any longer. Surface Oncology has sublicensed this program for the second target to Coherus which is actively continuing phase 1/2 development. Coherus is now responsible for the maintenance fee.

On January 31, 2022, the Company entered into a stock purchase agreement pursuant to which the Company issued and sold to certain investors 41,656 shares of its common stock at a purchase price of $233.10 per share for aggregate gross proceeds of $9.7 million (“the January 2022 Private Placement”). FCMI Parent Co. ("FCMI") and Friedberg Global-Macro Hedge Fund Ltd. each purchased 8,580 shares of the Company's common stock for an aggregate purchase price 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 FCMI, the Company's largest stockholder, and Friedberg Mercantile Group, the investment manager of the Friedberg Global-Macro Hedge Fund Ltd., which exercises voting and dispositive power over shares held directly by Friedberg Global-Macro Hedge Fund Ltd. 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 Benbow Estates, which is controlled by Jacob Frieberg, a member of the Company’s board of directors, also purchased 8,580 and 429 shares of the Company's common stock for aggregate purchase prices of $2.0 million and $0.1 million, respectively, in the January 2022 Private Placement.

On November 18, 2022, and November 22, 2022, the Company entered into a stock purchase agreement and joinder thereto pursuant to which it issued and sold 34,012 shares of its common stock at a purchase price of $111.15 per share for aggregate gross proceeds of approximately $3.8 million (the "November 2022 Private Placement"). Vaccinex (Rochester), L.L.C.; FCMI; Gee Eff Services Limited, which is controlled by Jacob Frieberg, one of the Company's directors; and Gerald E. Van Strydonck, another of the Company's directors, purchased 26,315 shares of the Company’s common stock for aggregate purchase price of $2.9 million in the November 2022 Private Placement.

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

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

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

On October 3, 2023, pursuant to the Company’s registration statement on Form S-1, as amended (File No. 333-274520), and a securities purchase agreement, as applicable, the Company issued and sold to certain investors (i) 542,857 shares of the Company’s common stock together with common warrants to purchase up to 542,857 shares of common stock and (ii) 142,857 pre-funded warrants to purchase up to 142,857 shares of common stock together with common warrants to purchase up to 142,857 shares of common stock, at a purchase price of $14.00 and $13.99, respectively, for aggregate gross proceeds of $9.6 million (“the October 2023 Offering”). FCMI and Vaccinex (Rochester) L.L.C. purchased 214,286 and 35,714 shares of our common stock and accompanying common warrants, respectively, in the October 2023 Offering for an aggregate purchase price of $3.5 million.

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

- Definition

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

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+ Details

Collaboration Agreements - Additional Information (Details)	1 Months Ended	12 Months Ended
	Nov. 30, 2017 USD ($) Milestone TargetAntigen	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Number of target antigens against which antibodies are to be identified and selected \| TargetAntigen	2
Revenue		$ 570,000	$ 275,000
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
Upfront payments fee received	$ 250,000
Number of designated milestones \| Milestone	4
Revenue		500,000
Annual maintenance fee			50,000
Surface Oncology, Inc. \| Exclusive Product License
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Revenue		$ 500,000
Annual maintenance fee			$ 50,000

- Definition

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

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+ Details

Balance Sheet Components (Tables)

12 Months Ended

Dec. 31, 2023

Balance Sheet Related Disclosures [Abstract]

Property and Equipment

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


	As of December 31, 2023			As of December 31, 2022
Leasehold improvements	$	3,277		$	3,259
Research equipment		3,351			3,515
Furniture and fixtures		350			350
Computer equipment		250			321
Property and equipment, gross		7,228			7,445
Less: accumulated depreciation and amortization		(7,091	)		(7,256	)
Property and equipment, net	$	136		$	189

Accrued Expenses

Accrued expenses consist of the following (in thousands):


	As of December 31, 2023		As of December 31, 2022

Accrued clinical trial cost	$	853	$	335
Accrued payroll and related benefits		295		308
Accrued consulting and legal		58		127
Accrued other		36		11
Accrued expenses	$	1,242	$	781

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Dec. 31, 2023	Dec. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (20,251,000)	$ (19,815,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	119,000	207,000
Stock-based compensation	474,000	545,000
Change in fair value of warrant liability	2,106,000
Changes in operating assets and liabilities:
Accounts receivable	(786,000)	(175,000)
Prepaid expenses and other current assets	59,000	(94,000)
Accounts payable	521,000	457,000
Accrued expenses	461,000	(199,000)
Deferred revenue	63,000
Net cash used in operating activities	(17,234,000)	(19,074,000)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment	(67,000)	(99,000)
Net cash used in investing activities	(67,000)	(99,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock, and pre-funded warrants	4,971,000
Proceeds from issuance of common stock	1,278,000	3,560,000
Proceeds from private offering of common stock	6,270,000	13,490,000
Payments of long-term debt	(74,000)	(75,000)
Net cash provided by financing activities	12,445,000	16,975,000
NET DECREASE IN CASH AND CASH EQUIVALENTS	(4,856,000)	(2,198,000)
CASH AND CASH EQUIVALENTS–Beginning of period	6,391,000	8,589,000
CASH AND CASH EQUIVALENTS–End of period	$ 1,535,000	$ 6,391,000

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Pay vs Performance Disclosure
Net Income (Loss)	$ (20,251)	$ (19,815)

- Definition

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

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+ Details

Warrants - Additional Information (Details)			1 Months Ended	12 Months Ended
Warrants - Additional Information (Details)	Nov. 02, 2023 USD ($) $ / shares shares	Oct. 03, 2023 USD ($) PValue TradingDay $ / shares shares	Nov. 30, 2023 $ / shares shares	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
Class of Warrant or Right [Line Items]
Proceeds \| $				$ 1,278,000	$ 3,560,000
Description of public warrants right to call				The Company has the right to “call” any portion of a holder’s public warrants by delivering a call notice to the holder within 30 days after Company publicly announces an increase in pepinemab-treated patients relative to placebo-treated patients, with statistical significance having a p-value of less than or equal to 0.05, in the change of the FDG-PET standard uptake value ratio for brain metabolism between baseline and month 12 as assessed by [18F]fluorodeoxyglucose (FDG)-PET in the resting state following administration of 40 mg/kg pepinemab or placebo, as applicable, as described in the protocol for the Company’s SIGNAL-AD Alzheimer’s disease study and the associated Statistical Analysis Plan. After delivery of a call notice, the public warrants will continue to be exercisable. Each public warrant will be canceled and no longer exercisable to the extent the holder fails to timely exercise the public warrant for the called portion thereof within 20 trading days following the Company’s issuance of a call notice.
November Warrant Offering
Class of Warrant or Right [Line Items]
Sale of stock, transaction date	Nov. 02, 2023
Proceeds \| $	$ 17,000
Public Warrants
Class of Warrant or Right [Line Items]
Sale of stock, transaction date		Oct. 03, 2023
Warrants expiration period		5 years
Call notice period		30 days
Number of trading days \| TradingDay		20
Issuance date fair value \| $		$ 3,500,000
Public Warrants \| Maximum
Class of Warrant or Right [Line Items]
Statistical significance of p-value \| PValue		0.05
Pre-funded Warrants
Class of Warrant or Right [Line Items]
Proceeds \| $		$ 1,900,000
Pre-funded Warrants and Public Warrants
Class of Warrant or Right [Line Items]
Shares issued, price per share \| $ / shares		$ 13.99
Proceeds \| $		$ 9,600,000
Private Placement Warrants
Class of Warrant or Right [Line Items]
Warrants expiration period			5 years
Common Stock \| November Warrant Offering
Class of Warrant or Right [Line Items]
Number of shares sold	37,694
Shares issued, price per share \| $ / shares	$ 1.75
Common Stock \| Public Warrants
Class of Warrant or Right [Line Items]
Number of shares sold		542,857
Warrants issued		542,857
Shares issued, price per share \| $ / shares		$ 14
Notice period to change beneficial ownership limitation		61 days
Maximum beneficial ownership limitation		9.99%
Common Stock \| Common Warrants \| November Warrant Offering
Class of Warrant or Right [Line Items]
Warrants issued	37,694
Common Stock \| Pre-funded Warrants
Class of Warrant or Right [Line Items]
Number of shares sold		142,857
Warrants issued		142,857
Shares issued, price per share \| $ / shares		$ 0.0001
Common Stock \| Pre-funded Warrants and Public Warrants
Class of Warrant or Right [Line Items]
Warrants issued		142,857
Common Stock \| Private Placement Warrants \| November Warrant Offering
Class of Warrant or Right [Line Items]
Number of shares sold			37,694
Warrants issued			37,694
Shares issued, price per share \| $ / shares			$ 1.75

Consolidated Statements of Stockholders' Equity/(Deficit) - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Treasury Stock	Accumulated Deficit	Private Placement Offerings	Private Placement Offerings Common Stock	Private Placement Offerings Additional Paid-in Capital
Balance at Dec. 31, 2021	$ 7,412	$ 0	$ 307,284	$ (11)	$ (299,861)
Balance, Shares at Dec. 31, 2021		146,676		5
Issuance of Common Shares						$ 17,051		$ 17,051
Issuance of Common Shares, Shares							90,856
Stock-based compensation	545		545
Net loss	(19,815)				(19,815)
Balance at Dec. 31, 2022	5,193	$ 0	324,880	$ (11)	(319,676)
Balance, Shares at Dec. 31, 2022		237,532		5
Issuance of common stock and pre-funded warrants	4,971		4,971
Issuance of common stock and pre-funded warrants, Shares		542,857
Issuance of Common Shares	1,278		1,278			$ 6,024		$ 6,024
Issuance of Common Shares, Shares		18,146					94,087
Stock-based compensation	474		474
Net loss	(20,251)				(20,251)
Balance at Dec. 31, 2023	$ (2,311)	$ 0	$ 337,627	$ (11)	$ (339,927)
Balance, Shares at Dec. 31, 2023		892,622		5

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

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+ Details

- Definition

Equity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering.

+ References + Details

- Definition

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

+ References

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+ Details

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Basis of Presentation

These financial statements reflect the accounts and operations of the Company.

Common Stock Reverse Split

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

Use of Estimates

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

Cash and Cash Equivalents

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

Concentration of Credit Risk, Other Risks and Uncertainties

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

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

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

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

Fair Value of Financial Instruments

Financial instruments consist of cash, accounts receivable, accounts payable, accrued liabilities, long-term debt, and warrant liabilities. 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. Warrant liabilities are measured at fair value on a recurring basis utilizing a Black-Scholes pricing model with the assumptions discussed in Note 4.

Financing Activities

During the year ended December 31, 2023 the Company completed private placements of our common stock and warrants to purchase shares of our common stock to various investors for gross proceeds of $9.7 million.

On March 27, 2020, we announced that we had (i) entered into an open market sale agreement (the “Open Market Sale Agreement” or “ATM”) with Jefferies, LLC (“Jefferies”) and filed a prospectus supplement pursuant to which we were able to issue and sell up to $11.5 million of shares of our common stock. In September 2020, we filed a replacement prospectus supplement related to the Open Market Sale Agreement pursuant to which we may sell up to $113 million of shares of our common stock through Jefferies. On May 19, 2023, we filed a prospectus supplement under which we may offer and sell, from time to time, shares of our common stock having an aggregate offering price of up to $4,391,000 through the Open Market Sale Agreement.

During the year ended December 31, 2023 the Company sold 3,409 shares of the Company’s common stock, respectively, at a weighted average price of $83.63 through the Open Market Sale Agreement, for total net proceeds of $276,394, net of commissions and discounts. During the year ended December 31, 2022 the Company sold 15,188 shares of the Company’s common stock, respectively, at a weighted average price of $235.20 through the Open Market Sale Agreement, for total net proceeds of $3.6 million, net of commissions and discounts.

Property and Equipment, Net

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

Estimated useful lives for property and equipment are as follows:


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

Impairment of Long-Lived Assets

The Company reviews the recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on the ability to recover the carrying value of the assets from the expected future cash flows (undiscounted and without interest expense) of the related operations. If these cash flows are less than the carrying value of such assets, an impairment loss for the difference between the estimated fair value and carrying value is recorded. There was no impairment loss recognized during the years ended December 31, 2023 and 2022.

Warrants

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

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

Treasury Stock

The Company records treasury stock activities under the cost method whereby the cost of the acquired stock is recorded as treasury stock. The Company’s accounting policy upon the formal retirement of treasury stock is to deduct the par value from common stock and to reflect any excess of cost over par value as a reduction to additional paid-in capital (to the extent created by previous issuances of the shares) and then retained earnings. There was no treasury stock repurchased for the years ended December 31, 2023 and 2022.

Revenue Recognition

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

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

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

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

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

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

The Company also analyzes its collaboration arrangements to assess whether they are within the scope of ASC 808, Collaborative Arrangements (“ASC 808”) to determine whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards dependent on the commercial success of such activities. This assessment is performed throughout the life of the arrangement based on changes in the responsibilities

of all parties in the arrangement. For collaboration arrangements within the scope of ASC 808 that contain multiple elements, the Company first determines which elements of the collaboration are deemed to be within the scope of ASC 808 and those that are more reflective of a vendor-customer relationship and, therefore, are within the scope of ASC 606. For elements of collaboration arrangements that are accounted for pursuant to ASC 808, an appropriate recognition method is determined and applied consistently, generally by analogy to ASC 606. For those elements of the arrangement that are accounted for pursuant to ASC 606, the Company applies the five-step model described above.

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

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 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. No grant revenue was recorded for the year ended December 31, 2023. During the year ended December 31, 2022 the Company recorded grant revenue related to funds received from the Alzheimer’s Association of $175,000.

Research and Development Costs

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

Stock-Based Compensation

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

Income Taxes

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

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

Segment and Geographic Information

The Company’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 segment. As of December 31, 2023, and 2022, all long-lived assets are located in the United States.

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

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

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

Recently Issued Accounting Pronouncements

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

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07 improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. In addition, the ASU enhances interim disclosure requirements, clarifies circumstances in which an entity can disclose multiple segment measures of profit or loss, and contains other disclosure requirements. The ASU does not change how an entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. The ASU is required to be applied retrospectively to all periods presented in the financial statements. The ASU is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The Company is currently assessing the impact of the adoption of this guidance on its financial statements and disclosures.

Stock-Based Compensation - Summary of Stock Option Activity and Related Information (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share-Based Payment Arrangement [Abstract]
Stock Options, Balance	8,285	5,300
Stock Options, Granted	6,535	3,046
Stock Options, Expired	(309)
Stock Options, Forfeited	(188)	(61)
Stock Options, Balance	14,323	8,285	5,300
Stock Options, Exercisable	6,682
Weighted-Average Exercise Price, Balance	$ 829.32	$ 1,164.96
Weighted-Average Exercise Price, Granted	84.81	242.08
Weighted-Average Exercise Price, Forfeited	302.87	667.66
Weighted-Average Exercise Price, Expired	3,129
Weighted-Average Exercise Price, Balance	446.93	$ 829.32	$ 1,164.96
Weighted-Average Exercise Price, Exercisable	$ 785.07
Weighted-Average Remaining Contractual Life (Years), Balance	7 years 8 months 12 days	7 years 1 month 6 days	6 years 9 months 18 days
Weighted-Average Remaining Contractual Life (Years), Granted	9 years 3 months 18 days	9 years 4 months 24 days
Weighted-Average Remaining Contractual Life (Years), Exercisable	6 years 2 months 12 days
Aggregate Intrinsic Value, Balance		$ 4

Warrants

12 Months Ended

Dec. 31, 2023

Warrants and Rights Note Disclosure [Abstract]

Warrants

WARRANTS

Public Warrants

On October 3, 2023, the Company sold in a public offering (i) 542,857 shares of the Company’s common stock together with public warrants to purchase up to 542,857 shares of common stock and (ii) in lieu of shares of common stock, pre-funded warrants exercisable for 142,857 shares of common stock together with public warrants to purchase up to 142,857 shares of common stock (the “Offering”). Each public warrant has an initial exercise price equal to $14.00 per share. The public warrants are immediately exercisable and expire five years from the date of issuance. The shares of common stock and accompanying public warrants were sold at a combined public offering price of $14.00 per share and the accompanying public warrants, and the pre-funded warrants and accompanying public warrants were sold at a combined public offering price of $13.99 per pre-funded warrant and accompanying public warrants for aggregate gross proceeds of $9.6 million, before deductions for placement agent and offering fees payable by the Company. The public warrants may not be exercised if the aggregate number of common stock beneficially owned by the holder thereof immediately following such exercise would exceed a specified beneficial ownership limitation; provided, however, that a holder may increase or decrease the beneficial ownership limitation by giving 61 days’ notice to the Company, but not to any percentage in excess of 9.99%.

The Company has the right to “call” any portion of a holder’s public warrants by delivering a call notice to the holder within 30 days after Company publicly announces an increase in pepinemab-treated patients relative to placebo-treated patients, with statistical significance having a p-value of less than or equal to 0.05, in the change of the FDG-PET standard uptake value ratio for brain metabolism between baseline and month 12 as assessed by [18F]fluorodeoxyglucose (FDG)-PET in the resting state following administration of 40 mg/kg pepinemab or placebo, as applicable, as described in the protocol for the Company’s SIGNAL-AD Alzheimer’s disease study and the associated Statistical Analysis Plan. After delivery of a call notice, the public warrants will continue to be exercisable. Each public warrant will be canceled and no longer exercisable to the extent the holder fails to timely exercise the public warrant for the called portion thereof within 20 trading days following the Company’s issuance of a call notice.

In the event of a fundamental transaction, the public warrants may require the Company to make a payment based on a Black-Scholes pricing model valuation, using specific inputs, which preclude the instruments from being considered indexed to the Company’s own stock in accordance with ASC 815. The public warrants also contain certain terms that provide for an adjustment in response to the occurrence or nonoccurrence of a specified event that is inconsistent with an implicit assumption in a standard valuation model, which also precludes the instruments from being considered indexed to the Company's stock in accordance with ASC 815. Therefore, the Company accounted for the public warrants as liabilities, which were initially recorded at the issuance date fair value of approximately $3.5 million. The remainder of the proceeds were allocated to the shares common stock and the pre-funded warrants based on their relative fair values and recorded as a component of stockholders’ equity. As of December 31, 2023, all of the public warrants were outstanding.

Pre-Funded Warrants

In connection with the Offering, the Company sold pre-funded warrants exercisable for 142,857 shares of common stock. Each pre-funded warrant has an initial exercise price equal to $0.0001 per share, subject to proportional adjustments in the event of stock splits, combinations (including reverse stock splits), or similar events. The pre-funded warrants may be exercised at any time and will not expire until exercised in full. The pre-funded warrants are subject to the same beneficial owner limitations as the public warrants.

The Company evaluated the pre-funded warrants and concluded that they met the criteria to be classified within stockholders’ equity within additional paid-in-capital. The pre-funded warrants are equity classified because they (1) are freestanding financial instruments that are legally detachable and separately exercisable from the common stock, (2) are immediately exercisable, (3) do not embody an obligation for the Company to repurchase its shares, (4) permit the holder to receive a fixed number of shares of common stock upon exercise, (5) are indexed to the Company's common stock and (6) meet the equity classification criteria.

Accordingly, the Company allocated approximately $1.9 million of the proceeds remaining (after the allocation of proceeds to the liability-classified public warrants in the amount equal to their issuance date fair value) to the pre-funded warrants on a relative fair value basis for recognition in additional paid-in capital on the date of issuance. As of December 31, 2023, all of the pre-funded warrants remain outstanding.

Private Placement Warrants

In November 2023, pursuant to securities purchase agreements entered into with certain investors, the Company issued and sold private placement warrants to purchase 37,694 shares of common stock. Each private placement warrant has an initial exercise price equal to $1.75 per share, subject to proportional adjustments in the event of stock splits, combinations (including reverse stock splits), or similar events. The private placement warrants are immediately exercisable and expire five years from the date of issuance and the Company has the right to “call” any portion of the private placement warrants under the same conditions and terms as the public warrants. The private placement warrants are subject to the same beneficial ownership limitations as the public warrants and the pre-funded warrants.

In the event of a fundamental transaction, the private placement warrants may require the Company to make a payment based on a Black-Scholes pricing model valuation, using specific inputs, which preclude the instruments from being considered indexed to the Company’s own stock in accordance with ASC 815. Therefore, the private placement warrants are liability-classified and initially recorded at their respective issuance date fair values. As of December 31, 2023, all of the private placement warrants were outstanding.

Leases - Additional Information (Details) - USD ($)	12 Months Ended		27 Months Ended
Leases - Additional Information (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Oct. 31, 2024
Lessee Lease Description [Line Items]
Lessee operating lease, incremental borrowing rate	7.00%
Lessee, operating lease, discount rate, description	The leases do not provide an implicit rate so in determining the present value of lease payments, the Company utilized its incremental borrowing rate for the applicable lease, which was 7.0%.
Operating lease right-of-use asset	$ 146,000	$ 310,000
Operating lease liability	145,764
Future minimum operating leases payment in total	150,482
Imputed interest	4,718
Cash paid for amount included in measurement of lease liabilities	181,000	175,000
Rent expense incurred under operating lease	181,000	$ 175,000
ASC 842
Lessee Lease Description [Line Items]
Operating lease right-of-use asset	300,000
Operating lease liability	$ 300,000
Scenario Forecast
Lessee Lease Description [Line Items]
Monthly rental payments			$ 15,048

Net Loss Per Share Attributable to Common Stockholders (Tables)

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

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

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


	Year Ended December 31,
	2023		2022

Options to purchase common stock		891		7,437
Public warrants to purchase common stock		165,839		-
Private placement warrants to purchase common stock		6,043		-

Company and Nature of Business - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Loss from operations	$ (20,251)	$ (19,815)
Cash flow from operations	(17,234)	(19,074)
Accumulated deficit	$ 339,927	$ 319,676

- Definition

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

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+ Details

- Definition

Amount of accumulated undistributed earnings (deficit).

+ References + Details

Employee Benefit Plan - Additional Information (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Retirement Benefits [Abstract]
Maximum employee contribution to plan	100.00%	100.00%

Long-term Debt - Additional Information (Details) - PPP Loan - USD ($)			12 Months Ended
	Nov. 08, 2021	May 08, 2020	Dec. 31, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Amount of loan received		$ 1,133,600
Maturity date	May 08, 2025	May 08, 2022
Debt instrument interest rate	1.00%	1.00%
Payments commencement date		Nov. 08, 2020
Interest expense			$ 1,441	$ 2,235
CARES Act of 2020 aid forgiveness amount	$ 876,171
Monthly repayment	$ 6,334

- Definition

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

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Stock-Based Compensation - Total Stock-Based Compensation Expense Recognized in Condensed Consolidated Statements of Operations and Comprehensive Loss (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total stock-based compensation expense	$ 474	$ 545
Research and Development
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total stock-based compensation expense	184	205
General and Administrative
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total stock-based compensation expense	$ 290	$ 340

- Definition

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+ Details

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

Fair Value of Financial Measurements (Tables)

12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

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

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


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


	As of December 31, 2022
	Fair Value		Level 1		Level 2		Level 3
Financial Assets:
Cash equivalents:
Money market fund	$	3,975	$	3,975	$	-	$	-
Total Financial Assets	$	3,975	$	3,975	$	-	$	-


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

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

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



	Public Warrants			Private Placement Warrants			Total
Warrant liabilities as of January 1, 2023	$	-		$	-		$	-
Issuance of warrants		4,325			132			4,457
Change in fair value		(2,050	)		(56	)		(2,106	)
Warrant liabilities as of December 31, 2023	$	2,275		$	76		$	2,351

Summary of Changes in Fair Value of Company's Warrant Liabilities that is Recognized in Change in Fair Value of Warrant Liabilities in Accompanying Statements of Operations and Comprehensive Loss

The following table summarizes the changes in fair value of the Company’s warrant liabilities that is recognized in the change in fair value of the warrant liabilities in the accompanying statements of operations and comprehensive loss during the year-ended December 31, 2023 (in thousands):



	Public Warrants						Private Placement Warrants
	Low			High			Low
Risk-free interest rate		3.81	%		5.42	%		3.81	%
Volatility		99	%		113	%		102	%
Dividend yield		0	%		0	%		0	%
Expected term (years)		0.75			5.01			0.75
Share price	$	0.665		$	0.094		$	0.665

Fair Value of Financial Measurements - Summary of Fair Value of Financial Assets by Level within Fair Value Hierarchy (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Financial Liabilities:
Warrant liabilities	$ 2,351
Public Warrants
Financial Liabilities:
Warrant liabilities	2,275
Private Placement Warrants
Financial Liabilities:
Warrant liabilities	(76)
Fair Value Measurements Recurring
Financial Assets:
Total Financial Assets	1,337	$ 3,975
Financial Liabilities:
Total Financial Liabilities	2,351
Fair Value Measurements Recurring \| Public Warrants
Financial Liabilities:
Warrant liabilities	2,275
Fair Value Measurements Recurring \| Private Placement Warrants
Financial Liabilities:
Warrant liabilities	76
Fair Value Measurements Recurring \| Money Market Funds
Financial Assets:
Cash equivalents, Fair value disclosure	1,337	3,975
Fair Value Measurements Recurring \| Level 1
Financial Assets:
Total Financial Assets	1,337	3,975
Fair Value Measurements Recurring \| Level 1 \| Money Market Funds
Financial Assets:
Cash equivalents, Fair value disclosure	1,337	$ 3,975
Fair Value Measurements Recurring \| Level 3
Financial Liabilities:
Total Financial Liabilities	2,351
Fair Value Measurements Recurring \| Level 3 \| Public Warrants
Financial Liabilities:
Warrant liabilities	2,275
Fair Value Measurements Recurring \| Level 3 \| Private Placement Warrants
Financial Liabilities:
Warrant liabilities	$ 76

Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Expected income tax benefit at the federal statutory rate	21.00%	21.00%
State taxes, net of federal benefit	5.70%	5.10%
Research and development credit, net	5.70%	5.20%
Non-deductible items and others	0.70%	(0.30%)
Change in valuation allowance	(33.10%)	(31.00%)
Total	0.00%	0.00%

Balance Sheet Components

12 Months Ended

Dec. 31, 2023

Balance Sheet Related Disclosures [Abstract]

Balance Sheet Components

BALANCE SHEET COMPONENTS

Property and Equipment

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


	As of December 31, 2023			As of December 31, 2022
Leasehold improvements	$	3,277		$	3,259
Research equipment		3,351			3,515
Furniture and fixtures		350			350
Computer equipment		250			321
Property and equipment, gross		7,228			7,445
Less: accumulated depreciation and amortization		(7,091	)		(7,256	)
Property and equipment, net	$	136		$	189

Depreciation expense related to property and equipment was $119,000 and $207,000 for the years ended December 31, 2023 and 2022, respectively.

Accrued Expenses

Accrued expenses consist of the following (in thousands):


	As of December 31, 2023		As of December 31, 2022

Accrued clinical trial cost	$	853	$	335
Accrued payroll and related benefits		295		308
Accrued consulting and legal		58		127
Accrued other		36		11
Accrued expenses	$	1,242	$	781

Net Loss Per Share Attributable to Common Stockholders

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Net Loss Per Share Attributable to Common Stockholders

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:


	Year Ended December 31,
	2023		2022

Options to purchase common stock		891		7,437
Public warrants to purchase common stock		165,839		-
Private placement warrants to purchase common stock		6,043		-

Collaboration Agreements

12 Months Ended

Dec. 31, 2023

Collaboration Agreements [Abstract]

Collaboration Agreements

COLLABORATION AGREEMENTS

Surface Oncology, Inc.

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

Under the research collaboration and license option agreement, Surface paid an upfront technology access fee of $250,000 and makes milestone payments upon completion of each of four designated milestones for the first target antigen specified in the agreement. For the second target antigen, Surface is obligated to make payments to the Company based on time incurred by the Company in the conduct of the work plan described in the agreement. Surface is required to reimburse the Company for expenses incurred (i) in the conduct of the work plan as detailed in the research funding budget and (ii) for patent filings and prosecution of the Company’s program intellectual property as described in the agreement. The exercise of each option would also entail a license fee and annual maintenance fees, and in the case of the product license, royalties and additional milestone payments. This agreement will expire upon the latest of the expiration of both research programs and all evaluation and testing periods. During the year ended December 31, 2023 the Company recorded $500,000 of revenue for a milestone fee for the first target. During year ended December 31, 2022 the Company recorded $50,000 of revenue for an annual maintenance fee for the exclusive product license. In 2023 Surface terminated this exclusive research license agreement, and therefore will not be required to pay the maintenance fee any longer. Surface Oncology has sublicensed this program for the second target to Coherus which is actively continuing phase 1/2 development. Coherus is now responsible for the maintenance fee.

Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Deferred tax assets:
Federal and state net operating loss carryforwards	$ 78,525	$ 75,795
Research and development tax credits	23,809	22,721
Depreciation and amortization	6,529	3,627
Reserves and accruals	46	84
Other	607	510
Total deferred tax assets	109,516	102,737
Less: valuation allowance	(109,516)	(102,737)
Deferred tax liability:
Net deferred tax assets and liability	$ 0	$ 0

Summary of Significant Accounting Policies - Summary of Estimated Useful Lives for Property and Equipment (Detail)	Dec. 31, 2023
Property Plant And Equipment [Line Items]
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration]	us-gaap:UsefulLifeTermOfLeaseMember
Research Equipment
Property Plant And Equipment [Line Items]
Property, Plant and Equipment, Useful Life	5 years
Furniture and Fixtures
Property Plant And Equipment [Line Items]
Property, Plant and Equipment, Useful Life	5 years
Computer Equipment
Property Plant And Equipment [Line Items]
Property, Plant and Equipment, Useful Life	3 years

Company and Nature of Business

12 Months Ended

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Company and Nature of Business

COMPANY AND NATURE OF BUSINESS

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

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

Going Concern

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

The Company has incurred significant losses and negative cash flows from operations since inception and expects to incur additional losses until such time that it can generate significant revenue from the commercialization of its product candidates. The Company had losses from operations of $20.3 million and $19.8 million and negative cash flows from operating activities of $17.2 million and $19.1 million for the years ended December 31, 2023 and 2022, respectively, and an accumulated deficit of $339.9 million and $319.7 million as of December 31, 2023 and 2022, respectively. Given the Company’s projected operating requirements and its existing cash and cash equivalents, the Company is projecting insufficient liquidity to sustain its operations and meet its obligations through one year following the date that the financial statements are issued. These conditions and events raise substantial doubt about the Company’s ability to continue as a going concern.

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

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

Balance Sheet Components - Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Property Plant And Equipment [Line Items]
Property and equipment, gross	$ 7,228	$ 7,445
Less: accumulated depreciation and amortization	(7,091)	(7,256)
Property and equipment, net	136	189
Leasehold Improvements
Property Plant And Equipment [Line Items]
Property and equipment, gross	3,277	3,259
Research Equipment
Property Plant And Equipment [Line Items]
Property and equipment, gross	3,351	3,515
Furniture and Fixtures
Property Plant And Equipment [Line Items]
Property and equipment, gross	350	350
Computer Equipment
Property Plant And Equipment [Line Items]
Property and equipment, gross	$ 250	$ 321

Fair Value Measurements - Summary of Changes in Fair Value of Company's Warrant Liabilities that is Recognized in Change in Fair Value of Warrant Liabilities in Accompanying Statements of Operations and Comprehensive Loss (Details)	Dec. 31, 2023
Public Warrants \| Maximum \| Risk-Free Interest Rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liabilities measurement input	5.42
Public Warrants \| Maximum \| Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liabilities measurement input	113
Public Warrants \| Maximum \| Dividend Yield
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liabilities measurement input	0
Public Warrants \| Maximum \| Expected Term (Years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liabilities measurement input	5.01
Public Warrants \| Maximum \| Share Price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liabilities measurement input	0.094
Public Warrants \| Minimum \| Risk-Free Interest Rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liabilities measurement input	3.81
Public Warrants \| Minimum \| Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liabilities measurement input	99
Public Warrants \| Minimum \| Dividend Yield
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liabilities measurement input	0
Public Warrants \| Minimum \| Expected Term (Years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liabilities measurement input	0.75
Public Warrants \| Minimum \| Share Price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liabilities measurement input	0.665
Private Placement Warrants \| Minimum \| Risk-Free Interest Rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liabilities measurement input	3.81
Private Placement Warrants \| Minimum \| Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liabilities measurement input	102
Private Placement Warrants \| Minimum \| Dividend Yield
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liabilities measurement input	0
Private Placement Warrants \| Minimum \| Expected Term (Years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liabilities measurement input	0.75
Private Placement Warrants \| Minimum \| Share Price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liabilities measurement input	0.665

Balance Sheet Components - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Depreciation	$ 119,000	$ 207,000

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Statement [Abstract]
Revenue	$ 570	$ 275
Costs and expenses:
Research and development	16,574	13,979
General and administrative	6,881	6,202
Total costs and expenses	23,455	20,181
Loss from operations	(22,885)	(19,906)
Interest expense	(1)	(2)
Financing costs - warrant liabilities	(383)
Change in fair value of warrant liabilities	2,106
Other income (expense), net	912	93
Loss before provision for income taxes	(20,251)	(19,815)
Provision for income taxes	0	0
Net loss attributable to Vaccinex, Inc. common stockholders	(20,251)	(19,815)
Comprehensive loss	$ (20,251)	$ (19,815)
Net loss per share attributable to Vaccinex, Inc. common stockholders, basic	$ (43.68)	$ (98.05)
Net loss per share attributable to Vaccinex, Inc. common stockholders, diluted	$ (43.68)	$ (98.05)
Weighted-average shares used in computing net loss per share attributable to Vaccinex, Inc. common stockholders, basic	463,653	202,082
Weighted-average shares used in computing net loss per share attributable toVaccinex, Inc. common stockholders, diluted	463,653	202,082

Income Tax (Tables)

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Schedule of Effective Income Tax Rate Reconciliation

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


	Year Ended December 31,
	2023			2022
Expected income tax benefit at the federal statutory rate		21.0	%		21.0	%
State taxes, net of federal benefit		5.7			5.1
Research and development credit, net		5.7			5.2
Non-deductible items and others		0.7			(0.3	)
Change in valuation allowance		(33.1	)		(31.0	)
Total		0.0	%		0.0	%

Schedule of Deferred Tax Assets and Liabilities

The principal components of the Company’s deferred tax assets consisted of the following as of December 31, 2023 and 2022 (in thousands):


	As of December 31,
	2023			2022
Deferred tax assets:
Federal and state net operating loss carryforwards	$	78,525		$	75,795
Research and development tax credits		23,809			22,721
Depreciation and amortization		6,529			3,627
Reserves and accruals		46			84
Other		607			510
Total deferred tax assets		109,516			102,737
Less: valuation allowance		(109,516	)		(102,737	)
Net deferred tax assets		-			-
Deferred tax liability:
Net deferred tax assets and liability	$	-		$	-

Subsequent Events

12 Months Ended

Dec. 31, 2023

Subsequent Events [Abstract]

Subsequent Events

16.

SUBSEQUENT EVENTS

On February 6, 2024, Vaccinex, Inc. (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) pursuant to which the Company agreed to issue and sell to the investors named therein (the “Investors”) an aggregate of (i) 274,182 shares (“Shares”) of the Company’s common stock (“Common Stock”) together with warrants (“Common Warrants”) to purchase up to 274,182 shares of Common Stock (“Warrant Shares”) at a combined price of $10.15 per Share and accompanying Common Warrant and (ii) pre-funded warrants (“Pre-Funded Warrants” and together with the Common Warrants, the “Warrants”, and such Warrants together with the Shares, the “Securities”) in lieu of Shares to purchase up to 90,363 Warrant Shares together with Common Warrants to purchase up to 90,363 Warrant Shares at a combined price of $10.1486 per Pre-Funded Warrant and accompanying Common Warrant (the “Private Placement”). The Private Placement closed on February 8, 2024 (the date of such closing, the “Closing Date”) for aggregate gross proceeds of approximately $3.7 million.

Each Pre-Funded Warrant will have an initial exercise price of $0.0014 per share, and each Common Warrant will have an initial exercise price of $14.00 per share. The Warrants will be immediately exercisable. The Pre-Funded Warrants may be exercised at any time until they are exercised in full, and the Common Warrants will expire five years from the date of issuance. The Company will have the right to “call” the exercise of any portion of a holder’s Common Warrants by delivering a call notice to the holder within 120 days after the Company publicly announces an increase in pepinemab treated patients relative to placebo-treated patients, with statistical significance having a p-value of less than or equal to 0.05, in the change of the FDG-PET standard uptake value ratio for brain metabolism between baseline and month 12 as assessed by fluorodeoxyglucose (FDG)-PET in the resting state following administration of 40 mg/kg pepinemab or placebo, as applicable, as described in the protocol for the Company’s SIGNAL-AD Alzheimer’s disease study and the associated Statistical Analysis Plan (the "Positive Data Release"). After delivery of a call notice, the Common Warrants will continue to be exercisable. Each Common Warrant will be canceled and no longer exercisable to the extent the holder fails to timely exercise the Common Warrant for the called portion thereof within 30 trading days following the Company’s issuance of a call notice, provided that to the extent the exercise of a called portion of a Common Warrant would cause the holder to hold Common Stock in excess of a specified beneficial ownership limitation, upon exercise of such portion, as set forth in the Common Warrant, instead of shares being issued, the exercise would result in the modification of the terms of such portion to be consistent with the terms of a Pre-Funded Warrant.

On March 28, 2024, the Company entered into a securities purchase agreement with Alzheimer’s Drug Discovery Foundation pursuant to which the Company sold shares of a newly designated series of convertible preferred stock, the Series A Preferred Stock, and warrants to purchase up to 229,057 shares of the Company’s common stock for an aggregate purchase price of $1.75 million. This transaction closed on March 29, 2024.

On March 27, 2024, the Company entered into a securities purchase agreement pursuant to which the Company issued and sold 193,000 shares of the Company's common stock in a public offering together with warrants to purchase up to 193,000 shares of common stock in a concurrent private placement at a combined price of $7.77 per share and accompanying warrant for an aggregate purchase price of approximately $1.5 million. Separately on March 27, 2024, the Company entered into a securities purchase agreement in a different form pursuant to which the Company sold 159,683 shares of common stock and warrants to purchase up to 159,683 shares of common stock in a private placement at a combined price of $7.77 per share and accompanying warrant for an aggregate purchase price of approximately $1.25 million. FCMI Parent Co. (“FCMI”), which is controlled by Albert D. Friedberg, the chairman of the Company’s board of directors, and 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 the Company’s board of directors purchased shares of the Company's common stock and accompanying warrants in the latter transaction. These transactions closed on March 28, 2024.

In March 2024, the Company entered into agreements with holders of the warrants issued in October and November 2023 and February 2024 pursuant to which the provisions that may require the Company to make a payment based on a Black-Scholes pricing model valuation, using specific inputs, and terms that provide for an adjustment in response to the occurrence or nonoccurrence of a specified event that is inconsistent with an implicit assumption in a standard valuation model, each of which preclude the instruments from being considered indexed to the Company's stock in accordance with ASC 815, were amended.

Fair Value of Financial Measurements - Additional Information (Details) - Fair Value Measurements Recurring - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Financial assets, level 1 to level 2 transfer, amount	$ 0	$ 0
Financial assets, level 2 to level 1 transfer, amount	0	0
Financial assets, transfer in to level 3, amount	0	0
Financial assets, transfer out of level 3, amount	$ 0	$ 0

Fair Value of Financial Measurements

12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

Fair Value of Financial Measurements

FAIR VALUE OF FINANCIAL MEASUREMENTS

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

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

Assets and Liabilities Measured at Fair Value on a Recurring Basis

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

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

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


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


	As of December 31, 2022
	Fair Value		Level 1		Level 2		Level 3
Financial Assets:
Cash equivalents:
Money market fund	$	3,975	$	3,975	$	-	$	-
Total Financial Assets	$	3,975	$	3,975	$	-	$	-


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

The Company did not transfer any assets measured at fair value on a recurring basis to or from Level 1, Level 2, and Level 3 during the years ended December 31, 2023, and 2022.

Fair Value Measurement of Warrant Liabilities

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

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



	Public Warrants			Private Placement Warrants			Total
Warrant liabilities as of January 1, 2023	$	-		$	-		$	-
Issuance of warrants		4,325			132			4,457
Change in fair value		(2,050	)		(56	)		(2,106	)
Warrant liabilities as of December 31, 2023	$	2,275		$	76		$	2,351



	Public Warrants						Private Placement Warrants
	Low			High			Low
Risk-free interest rate		3.81	%		5.42	%		3.81	%
Volatility		99	%		113	%		102	%
Dividend yield		0	%		0	%		0	%
Expected term (years)		0.75			5.01			0.75
Share price	$	0.665		$	0.094		$	0.665

- 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

Income Taxes - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Operating Loss Carryforwards [Line Items]
Provision for income taxes	$ 0	$ 0
Increase (decrease) in valuation allowance for deferred tax asset	$ 6,600,000	6,300,000
Tax credit carryforwards, expiration date	Dec. 31, 2021
Unrecognized tax benefits that would impact effective tax rate	$ 0	$ 0
Description of tax years open to examination by major jurisdictions	from January 1, 2020 to December 31, 2023
Federal
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	$ 298,600,000
Operating loss carryforwards, expiration date	Dec. 31, 2024
Federal \| Research
Operating Loss Carryforwards [Line Items]
Tax credit carryforwards	$ 23,800,000
State
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	$ 310,800,000
Operating loss carryforwards, expiration date	Dec. 31, 2034

Commitments and Contingencies

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

COMMITMENTS AND CONTINGENCIES

Nasdaq Deficiency Notice

On May 25, 2023, the Company received a letter from the Listing Qualifications staff of Nasdaq notifying the Company that it no longer complies with the requirement under Nasdaq Listing Rule 5550(b)(1) to maintain a minimum of $2.5 million in stockholders’ equity for continued listing on the Nasdaq Capital Market (the “Equity Standard”) or the alternative requirements of having a market value of listed securities of $35.0 million or net income from continuing operations of $500,000 in the most recently completed fiscal year or two of the last three most recently completed fiscal years (the “Alternative Standards”). In October 2023, Nasdaq informed us that if we fail to evidence compliance with the Equity Standard or the Alternative Standards upon the filing of this Annual Report on Form 10-K, we may be subject to delisting. If Nasdaq staff notifies us that we are subject to delisting, we will be permitted to appeal Nasdaq staff’s determination to a hearings panel. Our stockholders' deficit as of December 31, 2023 was $2.3 million and as such, we are not in compliance with the Equity Standard under Listing Rule 5550(b)(1). We do not meet the requirements of the Alternative Standards.

Upon notice from Nasdaq of noncompliance with Listing Rule 5550(b)(1), we may be granted 45 calendar days from the date of any notification letter to submit a plan to regain compliance with the Equity Standard (the “Compliance Plan”), and while there is no certainty we will be granted additional time, we may receive a compliance period, typically of no more than 180 days, to regain compliance with the Equity Standard. If the Company fails to regain compliance with the Nasdaq continued listing standards, after any compliance period, if granted, Nasdaq will provide notice that the Company’s common stock will be subject to delisting.

Other Contingencies

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

In the normal course of business, the Company may become involved in legal proceedings. The Company will accrue a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated. When only a range of possible loss can be established, the most probable amount in the range is accrued. If no amount within this range is a better estimate than any other amount within the range, the minimum amount in the range is accrued. The accrual for a litigation loss contingency might include, for example, estimates of potential damages, outside legal fees and other directly related costs expected to be incurred. As of December 31, 2023, and December 31, 2022 the Company was not involved in any material legal proceedings.

Stock-Based Compensation - Grant Date Fair Value of Employee Stock Options Estimated Using Black-Scholes Option-Pricing Model with Weighted-Average Assumptions (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected dividend yield	0.00%
Employee Stock Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected term (in years)	6 years	6 years
Expected volatility	75.00%	75.00%
Risk-free interest rate	3.90%	2.40%

- Definition

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

+ References

+ Details

Subsequent Events - Additional Information (Details) $ / shares in Units, $ in Thousands					12 Months Ended
	Mar. 28, 2024 USD ($) shares	Mar. 27, 2024 USD ($) $ / shares shares	Feb. 06, 2024 USD ($) PValue TradingDay $ / shares shares	Oct. 03, 2023 PValue TradingDay $ / shares shares	Dec. 31, 2023 USD ($) shares	Dec. 31, 2022 USD ($) shares
Subsequent Event [Line Items]
Gross proceeds from issuance of common stock \| $					$ 1,278	$ 3,560
Common stock, shares issued					892,622	237,532
Public Warrants
Subsequent Event [Line Items]
Sale of stock, transaction date				Oct. 03, 2023
Number of trading days \| TradingDay				20
Maximum \| Public Warrants
Subsequent Event [Line Items]
Statistical significance of p-value \| PValue				0.05
February 2024 Private Placement \| Subsequent Events
Subsequent Event [Line Items]
Sale of stock, transaction date			Feb. 06, 2024
Gross proceeds from issuance of common stock \| $			$ 3,700
February 2024 Private Placement \| Subsequent Events \| Common Warrants
Subsequent Event [Line Items]
Exercise price of warrants \| $ / shares			$ 14
Number of trading days \| TradingDay			30
February 2024 Private Placement \| Subsequent Events \| Pre-Funded Warrant
Subsequent Event [Line Items]
Exercise price of warrants \| $ / shares			$ 0.0014
February 2024 Private Placement \| Subsequent Events \| Common and Pre-Funded Warrants
Subsequent Event [Line Items]
Warrants issued			90,363
Shares issued, price per share \| $ / shares			$ 10.1486
February 2024 Private Placement \| Maximum \| Subsequent Events
Subsequent Event [Line Items]
Statistical significance of p-value \| PValue			0.05
Alzheimer"s Drug Discovery Foundation \| Subsequent Events \| Series of Convertible Preferred Stock, Series A Preferred Stock, and Warrants
Subsequent Event [Line Items]
Warrants issued	229,057
Aggregate purchase price \| $	$ 1,750
Public Offering and Private Placement \| Subsequent Events
Subsequent Event [Line Items]
Shares issued, price per share \| $ / shares		$ 7.77
Aggregate purchase price \| $		$ 1,250
Common Stock \| Public Warrants
Subsequent Event [Line Items]
Number of shares sold				542,857
Warrants issued				542,857
Aggregate number of shares issued and sell				542,857
Shares issued, price per share \| $ / shares				$ 14
Common Stock \| Subsequent Events
Subsequent Event [Line Items]
Number of shares sold		159,683
Aggregate number of shares issued and sell		159,683
Common Stock \| Subsequent Events \| Public Warrants
Subsequent Event [Line Items]
Number of shares sold		193,000
Aggregate number of shares issued and sell		193,000
Common Stock \| February 2024 Private Placement \| Subsequent Events
Subsequent Event [Line Items]
Number of shares sold			274,182
Aggregate number of shares issued and sell			274,182
Common Stock \| February 2024 Private Placement \| Subsequent Events \| Common Warrants
Subsequent Event [Line Items]
Warrants issued			274,182
Common Stock \| February 2024 Private Placement \| Subsequent Events \| Common and Pre-Funded Warrants
Subsequent Event [Line Items]
Shares issued, price per share \| $ / shares			$ 10.15
Common Stock \| Private Placement Offerings \| Subsequent Events
Subsequent Event [Line Items]
Warrants issued		159,683
Common Stock \| Private Placement Offerings \| Subsequent Events \| Common Warrants
Subsequent Event [Line Items]
Warrants issued		193,000
Common Stock \| Public Offering and Private Placement \| Subsequent Events
Subsequent Event [Line Items]
Shares issued, price per share \| $ / shares		$ 7.77
Aggregate purchase price \| $		$ 1,500

Document And Entity Information - USD ($)	12 Months Ended
Document And Entity Information - USD ($)	Dec. 31, 2023	Mar. 22, 2024	Jun. 30, 2023
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Trading Symbol	VCNX
Entity Registrant Name	Vaccinex, Inc.
Entity Central Index Key	0001205922
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Seasoned Well Known Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Entity Public Float			$ 10,419,739
Entity Common Stock, Shares Outstanding		1,231,602
Entity File Number	001-38624
Entity Tax Identification Number	16-1603202
Entity Address, Address Line One	1895 Mount Hope Avenue
Entity Address, City or Town	Rochester
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	14620
City Area Code	585
Local Phone Number	271-2700
Entity Interactive Data Current	Yes
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Security Exchange Name	NASDAQ
Document Annual Report	true
Document Transition Report	false
Entity Incorporation, State or Country Code	DE
Auditor Firm ID	34
Auditor Name	Deloitte & Touche LLP
Auditor Location	Rochester, New York

Common Stock Reserved For Issuance (Tables)

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Common Stock Reserved for Potential Future Issuances

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


	As of December 31, 2023		As of December 31, 2022
Shares underlying outstanding stock options		14,323		8,285
Shares available for future stock option grants		528		1,823
Shares underlying outstanding public warrants		685,714		-
Shares underlying outstanding private placement warrants		37,694		-
Shares underlying outstanding pre-funded warrants		142,857		-
Total shares of common stock reserved		881,116		10,108

Leases

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Leases

LEASES

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. Following entry into a lease extension agreement in August 2022, the lease agreement requires monthly rental payments of $15,048 through October 31, 2024. The Company is responsible for all maintenance, utilities, insurance and taxes related to the facility. The Company has elected the practical expedient on not separating lease components from non-lease components.

The Company accounts for its leases under ASC 842, Leases. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheet. The Company determines if an arrangement is a lease at inception. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease right-of-use assets and lease liabilities are recognized based on the present value of lease payments over the lease term. The leases do not provide an implicit rate so in determining the present value of lease payments, the Company utilized its incremental borrowing rate for the applicable lease, which was 7.0%. The Company recognizes lease expense on a straight-line basis over the remaining lease term.

Under the guidance prescribed in ASC 842, the Company elected the practical expedient which does not require re-evaluation of the lease classification upon adoption, therefore, the Company’s conclusion that the 1895 Mt Hope Ave Lease was an operating lease, remains. As such, the Company recorded an operating lease right-of-use asset and corresponding operating lease liability on the balance sheets of $0.3 million. As of December 31, 2023, the future minimum payments for the operating leases total $150,482, less imputed interest of $4,718, for an operating lease liability of $145,764 as of December 31, 2023. For the years ended December 31, 2023, and 2022, cash paid for amounts included in the measurement of lease liabilities was $181,000 and $175,000, respectively.

Rent expense incurred under the operating lease for each of the years ended December 31, 2023 and 2022 was $181,000 and $175,000 respectively and is a component of general and administrative expense.

Fair Value Measurements - Summary of Key Inputs in to Valuation Models Used to Estimate Fair Value of Warrant Liabilities (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Issuance of warrants	$ 4,457
Change in fair value	(2,106)
Warrant liabilities as of December 31, 2023	2,351
Public Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Issuance of warrants	4,325
Change in fair value	(2,050)
Warrant liabilities as of December 31, 2023	2,275
Private Placement Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Issuance of warrants	132
Change in fair value	(56)
Warrant liabilities as of December 31, 2023	$ (76)

Net Loss Per Share Attributable to Common Stockholders - Weighted-Average Common Stock Equivalents Excluded from Calculation of Diluted Net Loss Per Share as They Had Anti-Dilutive Effect (Details) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
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	891	7,437
Public Warrants to Purchase Common Stock
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Weighted-average common stock equivalents excluded from calculation of diluted net loss per share	165,839
Private Placement Warrants to Purchase Common Stock
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Weighted-average common stock equivalents excluded from calculation of diluted net loss per share	6,043

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Basis of Presentation

These financial statements reflect the accounts and operations of the Company.

Common Stock Reverse Split

Use of Estimates

Cash and Cash Equivalents

Concentration of Credit Risk, Other Risks and Uncertainties

Fair Value of Financial Instruments

Financing Activities

Property and Equipment, Net

Estimated useful lives for property and equipment are as follows:


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

Impairment of Long-Lived Assets

Warrants

Treasury Stock

Revenue Recognition

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

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

Grant Revenue

Research and Development Costs

Stock-Based Compensation

Income Taxes

Segment and Geographic Information

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

Recently Issued Accounting Pronouncements

Stock-Based Compensation

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

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 issuance of such shares will become available for grant under the 2018 Plan. Stock options granted under the 2011 Plan expire in five or ten years from the date of grant.

2018 Omnibus Incentive Plan

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

The Company initially reserved 2,024 shares of common stock for issuance, subject to certain adjustments, pursuant to awards under the 2018 Plan. Any shares of common stock related to awards outstanding under the 2011 Plan as of the effective date of the 2018 Plan, which thereafter terminate by expiration, forfeiture, cancellation or otherwise without the issuance of such shares, will be added to, and included in, the number of shares of common stock available for grant under the 2018 Plan. In addition, 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 of the preceding year or such lesser number as the Company’s board of directors may decide, which may be zero. Accordingly, on January 1, 2023, 4,751 additional shares of common stock became available for issuance under the 2018 Plan.

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


	Stock Options			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value (in thousands)
Balance as of January 1, 2022		5,300		$	1,164.96		6.8	$	-
Granted		3,046			242.08		9.4
Exercised		-			-		-
Forfeited		(61	)		667.66
Balance as of December 31, 2022		8,285		$	829.32		7.1	$	4
Granted		6,535			84.81		9.3
Exercised		-			-		-		-
Forfeited		(188	)		302.87
Expired		(309	)		3,129.00
Balance as of December 31, 2023		14,323		$	446.93		7.7	$	-
Exercisable as of December 31, 2023		6,682		$	785.07		6.2	$	-

The weighted-average grant date fair value of stock options granted to employees and directors for the years ended December 31, 2023 and 2022 was $58.16 and $163.80 per share, respectively. The aggregate grant date fair value of stock options that vested during the years ended December 31, 2023 and 2022 was $511,673 and $615,378, respectively.

The intrinsic value of stock options vested and expected to vest and exercisable is calculated based on the difference between the exercise price and the fair value of the Company’s common stock as of December 31, 2023 and 2022. The intrinsic value of exercised stock options is the difference between the fair value of the underlying common stock and the exercise price as of the exercise date. The intrinsic value of outstanding and exercisable awards at December 31, 2023 was nil.

As of December 31, 2023, and 2022, total unrecognized compensation cost related to stock options granted to employees was $448,511 and $561,198, respectively, which is expected to be recognized over a weighted-average period of 2.16 and 2.10 years as of December 31, 2023 and 2022, respectively.

Determination of Fair Value

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

Fair Value of Common Stock

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

Expected Term

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

Expected Volatility

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

Risk-Free Interest Rate

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

Expected Dividend Yield

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

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


	Year Ended December 31,
	2023			2022
Expected term (in years)		6.0			6.0
Expected volatility		75	%		75	%
Risk-free interest rate		3.9	%		2.4	%
Expected dividend yield		-	%		-	%

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


	Year Ended December 31,
	2023		2022
Research and development	$	184	$	205
General and administrative		290		340
Total stock-based compensation expense	$	474	$	545

Common Stock Reserved For Issuance

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Common Stock Reserved For Issuance

10.

COMMON STOCK RESERVED FOR ISSUANCE

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


	As of December 31, 2023		As of December 31, 2022
Shares underlying outstanding stock options		14,323		8,285
Shares available for future stock option grants		528		1,823
Shares underlying outstanding public warrants		685,714		-
Shares underlying outstanding private placement warrants		37,694		-
Shares underlying outstanding pre-funded warrants		142,857		-
Total shares of common stock reserved		881,116		10,108

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
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	892,622	237,532
Common stock, shares outstanding	892,617	237,527
Treasury stock, common shares	5	5

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Summary of Stock Option Activity and Related Information

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


	Stock Options			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value (in thousands)
Balance as of January 1, 2022		5,300		$	1,164.96		6.8	$	-
Granted		3,046			242.08		9.4
Exercised		-			-		-
Forfeited		(61	)		667.66
Balance as of December 31, 2022		8,285		$	829.32		7.1	$	4
Granted		6,535			84.81		9.3
Exercised		-			-		-		-
Forfeited		(188	)		302.87
Expired		(309	)		3,129.00
Balance as of December 31, 2023		14,323		$	446.93		7.7	$	-
Exercisable as of December 31, 2023		6,682		$	785.07		6.2	$	-

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

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


	Year Ended December 31,
	2023			2022
Expected term (in years)		6.0			6.0
Expected volatility		75	%		75	%
Risk-free interest rate		3.9	%		2.4	%
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 statements of operations and comprehensive loss is as follows (in thousands):


	Year Ended December 31,
	2023		2022
Research and development	$	184	$	205
General and administrative		290		340
Total stock-based compensation expense	$	474	$	545

Balance Sheet Components - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Accrued clinical trial cost	$ 853	$ 335
Accrued payroll and related benefits	295	308
Accrued consulting and legal	58	127
Accrued other	36	11
Accrued expenses	$ 1,242	$ 781

Income Taxes

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Income Taxes

12.

INCOME TAXES

No provision for income taxes was recorded in the years ended December 31, 2023 and 2022. The Company remains in a cumulative loss position with a full valuation allowance recorded against its net deferred income tax assets as of December 31, 2023.

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


	Year Ended December 31,
	2023			2022
Expected income tax benefit at the federal statutory rate		21.0	%		21.0	%
State taxes, net of federal benefit		5.7			5.1
Research and development credit, net		5.7			5.2
Non-deductible items and others		0.7			(0.3	)
Change in valuation allowance		(33.1	)		(31.0	)
Total		0.0	%		0.0	%

Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The principal components of the Company’s deferred tax assets consisted of the following as of December 31, 2023 and 2022 (in thousands):


	As of December 31,
	2023			2022
Deferred tax assets:
Federal and state net operating loss carryforwards	$	78,525		$	75,795
Research and development tax credits		23,809			22,721
Depreciation and amortization		6,529			3,627
Reserves and accruals		46			84
Other		607			510
Total deferred tax assets		109,516			102,737
Less: valuation allowance		(109,516	)		(102,737	)
Net deferred tax assets		-			-
Deferred tax liability:
Net deferred tax assets and liability	$	-		$	-

The Company’s valuation allowance increased by $6.6 million and by $6.3 million for the years ended December 31, 2023 and 2022, respectively, in order to maintain a full valuation allowance against its deferred tax assets. Based on the Company’s history of losses, the Company recorded a full valuation allowance against its deferred tax assets as of December 31, 2023 and 2022. The Company intends to maintain a valuation allowance until sufficient positive evidence exists to support a reversal of the valuation allowance and the realization of the Company’s deferred tax assets.

As of December 31, 2023, the Company had federal and state operating loss carryforwards of $298.6 million and $310.8 million, which begin to expire in the years ending December 31, 2024 and 2034, respectively. The Company had federal research and development tax credit carryforwards of $23.8 million as of December 31, 2023. This credit began expiring in the year ending December 31, 2021.

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

The Company files income tax returns in the U.S. federal jurisdiction as well as many U.S. state jurisdictions. The tax years from January 1, 2020 to December 31, 2023 remain open to examination by the major jurisdictions in which the Company is subject to tax. Fiscal years outside the normal statute of limitations remain open to audit by tax authorities due to tax attributes generated in those early years, which have been carried forward and may be audited in subsequent years when utilized.

The Company evaluates tax positions for recognition using a more-likely-than-not recognition threshold, and those tax positions eligible for recognition are measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon the effective settlement with a taxing authority that has full knowledge of all relevant information. As of December 31, 2023, and 2022, the Company had no unrecognized income tax benefits that would affect the Company’s effective tax rate if recognized.

- Definition

The entire disclosure for income 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

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+ Details

Common Stock Reserved For Issuance - Common Stock Reserved For Potential Future Issuances (Details) - shares	Dec. 31, 2023	Dec. 31, 2022
Class Of Stock [Line Items]
Total shares of common stock reserved	881,116	10,108
Shares Underlying Outstanding Stock Options
Class Of Stock [Line Items]
Total shares of common stock reserved	14,323	8,285
Shares Available For Future Stock Option Grants
Class Of Stock [Line Items]
Total shares of common stock reserved	528	1,823
Shares Underlying Outstanding Public Warrants
Class Of Stock [Line Items]
Total shares of common stock reserved	685,714
Shares Underlying Outstanding Private Placement Warrants
Class Of Stock [Line Items]
Total shares of common stock reserved	37,694
Shares Underlying Outstanding Pre-funded Warrants
Class Of Stock [Line Items]
Total shares of common stock reserved	142,857

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
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-Section 50
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-Publisher FASB
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+ Details

Long-term Debt	12 Months Ended
Long-term Debt	Dec. 31, 2023
Debt Instruments [Abstract]
Long-term Debt	8. LONG-TERM DEBT On May 8, 2020, the Company received the PPP Loan in the amount of $1,133,600. The PPP Loan originally matured on May 8, 2022, with no principal payments required prior to the maturity date, and bears interest at an annual rate of 1.0%, with interest payments commencing on November 8, 2020, less the amount of any potential forgiveness. On November 8, 2021, the Company was awarded loan forgiveness of $876,171 and the remaining balance of the loan was refinanced. The loan has a maturity date of May 8, 2025, bears interest of 1%, and will be repaid in monthly payments of $6,334. The Company has recorded interest expense of $1,441 and $2,235 for the years ended December 31, 2023 and, 2022, respectively on its statements of operations and comprehensive loss.

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Summary of Estimated Useful Lives for Property and Equipment

Estimated useful lives for property and equipment are as follows:


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

Related Party Transactions - Additional Information (Details)										1 Months Ended	12 Months Ended
	Nov. 02, 2023 USD ($) $ / shares shares	Oct. 03, 2023 USD ($) $ / shares shares	Sep. 20, 2023 USD ($) $ / shares shares	May 15, 2023 USD ($)	May 12, 2023 USD ($) $ / shares shares	Mar. 30, 2023 USD ($) $ / shares shares	Nov. 22, 2022 USD ($) $ / shares shares	Nov. 18, 2022 USD ($) $ / shares shares	Jan. 31, 2022 USD ($) $ / shares shares	Nov. 30, 2017 TargetAntigen	Dec. 31, 2023 USD ($) shares	Dec. 31, 2022 USD ($) shares
Related Party Transaction [Line Items]
Rent expense incurred under operating lease \| $											$ 181,000	$ 175,000
Number of target antigens against which antibodies are to be identified and selected \| TargetAntigen										2
Revenue \| $											570,000	275,000
Gross proceeds from issuance of common stock \| $											$ 1,278,000	$ 3,560,000
Common stock, shares issued											892,622	237,532
Vaccinex (Rochester) L.L.C.
Related Party Transaction [Line Items]
Common stock, shares issued						23,229
January 2022 Private Placement
Related Party Transaction [Line Items]
Sale of stock, transaction date									Jan. 31, 2022
January 2022 Private Placement \| FCMI Parent Co.
Related Party Transaction [Line Items]
Common stock, shares issued									8,580
January 2022 Private Placement \| Friedberg Global-Macro Hedge Fund Ltd.
Related Party Transaction [Line Items]
Common stock, shares issued									8,580
January 2022 Private Placement \| FCMI Parent Co. and Friedberg Global-Macro Hedge Fund Ltd.
Related Party Transaction [Line Items]
Gross proceeds from issuance of common stock \| $									$ 4,000,000
January 2022 Private Placement \| Dr. Maurice Zauderer
Related Party Transaction [Line Items]
Gross proceeds from issuance of common stock \| $									$ 2,000,000
Common stock, shares issued									8,580
January 2022 Private Placement \| Board of Directors
Related Party Transaction [Line Items]
Gross proceeds from issuance of common stock \| $									$ 100,000
Common stock, shares issued									429
November 2022 Private Placement
Related Party Transaction [Line Items]
Sale of stock, transaction date							Nov. 22, 2022	Nov. 18, 2022
November 2022 Private Placement \| Albert D. Friedberg
Related Party Transaction [Line Items]
Gross proceeds from issuance of common stock \| $							$ 2,900,000	$ 2,900,000
Common stock, shares issued							26,315	26,315
November 2022 Private Placement \| Gerald Van Strydonck
Related Party Transaction [Line Items]
Gross proceeds from issuance of common stock \| $							$ 2,900,000	$ 2,900,000
Common stock, shares issued							26,315	26,315
March 2023 Private Placement
Related Party Transaction [Line Items]
Sale of stock, transaction date						Mar. 30, 2023
March 2023 Private Placement \| FCMI Parent Co.
Related Party Transaction [Line Items]
Gross proceeds from issuance of common stock \| $						$ 2,000,000
Common stock, shares issued						23,229
March 2023 Private Placement \| Vaccinex (Rochester) L.L.C.
Related Party Transaction [Line Items]
Gross proceeds from issuance of common stock \| $						$ 2,000,000
May 2023 Private Placement
Related Party Transaction [Line Items]
Sale of stock, transaction date					May 12, 2023
May 2023 Private Placement \| FCMI Parent Co.
Related Party Transaction [Line Items]
Gross proceeds from issuance of common stock \| $					$ 2,510,000
Common stock, shares issued					31,690
September 2023 Private Placement
Related Party Transaction [Line Items]
Sale of stock, transaction date			Sep. 20, 2023
September 2023 Private Placement \| Vaccinex (Rochester) L.L.C.
Related Party Transaction [Line Items]
Gross proceeds from issuance of common stock \| $			$ 320,000
Common stock, shares issued			9,768
October 2023 Offering
Related Party Transaction [Line Items]
Sale of stock, transaction date		Oct. 03, 2023
Gross proceeds from issuance of common stock \| $		$ 3,500,000
October 2023 Offering \| FCMI Parent Co.
Related Party Transaction [Line Items]
Common stock, shares issued		214,286
October 2023 Offering \| Vaccinex (Rochester) L.L.C.
Related Party Transaction [Line Items]
Common stock, shares issued		35,714
November Warrant Offering
Related Party Transaction [Line Items]
Sale of stock, transaction date	Nov. 02, 2023
Gross proceeds from issuance of common stock \| $	$ 17,000
Common stock, shares issued	70,000
November Warrant Offering \| Vaccinex (Rochester) L.L.C.
Related Party Transaction [Line Items]
Common stock, shares issued	9,768
Pre-funded Warrants
Related Party Transaction [Line Items]
Gross proceeds from issuance of common stock \| $		$ 1,900,000
Pre-funded Warrants \| October 2023 Offering
Related Party Transaction [Line Items]
Aggregate number of shares issued and sold		142,857
Shares issued, price per share \| $ / shares		$ 13.99
Common Stock \| January 2022 Private Placement
Related Party Transaction [Line Items]
Aggregate number of shares issued and sold									41,656
Shares issued, price per share \| $ / shares									$ 233.1
Gross proceeds from issuance of common stock \| $									$ 9,700,000
Common Stock \| November 2022 Private Placement
Related Party Transaction [Line Items]
Aggregate number of shares issued and sold							34,012	34,012
Shares issued, price per share \| $ / shares							$ 111.15	$ 111.15
Gross proceeds from issuance of common stock \| $							$ 3,800,000	$ 3,800,000
Common Stock \| March 2023 Private Placement
Related Party Transaction [Line Items]
Aggregate number of shares issued and sold						23,693
Shares issued, price per share \| $ / shares						$ 86.1
Gross proceeds from issuance of common stock \| $						$ 2,040,000.00
Common Stock \| May 2023 Private Placement
Related Party Transaction [Line Items]
Aggregate number of shares issued and sold					37,660
Shares issued, price per share \| $ / shares					$ 78.5988
Gross proceeds from issuance of common stock \| $				$ 2,960,000	$ 2,960,000
Common Stock \| September 2023 Private Placement
Related Party Transaction [Line Items]
Aggregate number of shares issued and sold			17,781
Shares issued, price per share \| $ / shares			$ 32.76
Gross proceeds from issuance of common stock \| $			$ 580,000
Common Stock \| October 2023 Offering
Related Party Transaction [Line Items]
Aggregate number of shares issued and sold		542,857
Shares issued, price per share \| $ / shares		$ 14
Gross proceeds from issuance of common stock \| $		$ 9,600,000
Common Stock \| November Warrant Offering
Related Party Transaction [Line Items]
Aggregate number of shares issued and sold	37,694
Shares issued, price per share \| $ / shares	$ 1.75
Common Stock \| Common Warrants \| October 2023 Offering
Related Party Transaction [Line Items]
Warrants issued		542,857
Common Stock \| Common Warrants \| November Warrant Offering
Related Party Transaction [Line Items]
Warrants issued	37,694
Common Stock \| Common Warrants \| October 2023 Offering
Related Party Transaction [Line Items]
Warrants issued		142,857
Common Stock \| Pre-funded Warrants
Related Party Transaction [Line Items]
Aggregate number of shares issued and sold		142,857
Shares issued, price per share \| $ / shares		$ 0.0001
Warrants issued		142,857
Common Stock \| Pre-funded Warrants \| October 2023 Offering
Related Party Transaction [Line Items]
Warrants issued		142,857
Surface Oncology, Inc.
Related Party Transaction [Line Items]
Number of target antigens against which antibodies are to be identified and selected \| TargetAntigen										2
Annual maintenance fee \| $												$ 50,000
Revenue \| $											$ 500,000

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 1,535	$ 6,391
Accounts receivable	961	175
Prepaid expenses and other current assets	853	912
Total current assets	3,349	7,478
Property and equipment, net	136	189
Operating lease right-of-use asset	146	310
TOTAL ASSETS	3,631	7,977
Current liabilities:
Accounts payable	2,039	1,518
Accrued expenses	1,242	781
Deferred revenue	63
Current portion of long-term debt	75	74
Operating lease liability	146	164
Warrant liability	2,351
Total current liabilities	5,916	2,537
Long-term debt	26	101
Operating lease liability, net of current portion		146
TOTAL LIABILITIES	5,942	2,784
Commitments and contingencies (Note 6)
Stockholders’ equity (deficit):
Common stock, par value of $0.0001 per share; 100,000,000 shares authorized as of December 31, 2023, and December 31, 2022; 892,622 and 237,532	0	0
Additional paid-in capital	337,627	324,880
Treasury stock, at cost; 5 shares of common stock as of December 31, 2023 and December 31, 2022, respectively	(11)	(11)
Accumulated deficit	(339,927)	(319,676)
TOTAL STOCKHOLDERS' EQUITY/(DEFICIT)	(2,311)	5,193
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$ 3,631	$ 7,977

Stock-Based Compensation - Additional Information (Details) - USD ($)		12 Months Ended
	Jan. 01, 2023	Dec. 31, 2023	Dec. 31, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total shares of common stock reserved		881,116	10,108
Weighted-average grant date fair value of stock options granted to employees and directors		$ 58.16	$ 163.80
Aggregate grant date fair value of stock options vested		$ 511,673	$ 615,378
Intrinsic value of outstanding awards			4,000
Total unrecognized compensation cost related to stock options granted to employees		$ 448,511	$ 561,198
Maximum contractual life for options granted		10 years
Expected dividend yield		0.00%
2018 Omnibus Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total shares of common stock reserved		2,024
Percentage of total shares of common stock reserved		2.00%
Additional shares of common stock	4,751
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 1 month 28 days	2 years 1 month 6 days
Expected term of stock option		6 years	6 years
Employee Stock Options \| 2011 Employee Equity Plan \| Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock options granted, expiration year		10 years
Employee Stock Options \| 2018 Omnibus Incentive Plan \| Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock options granted, expiration year		10 years
Employee Stock Options \| 2018 Omnibus Incentive Plan \| Maximum \| Board of Directors
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting period of stock option grants		8 years

Employee Benefit Plan	12 Months Ended
Employee Benefit Plan	Dec. 31, 2023
Retirement Benefits [Abstract]
Employee Benefit Plan	14. EMPLOYEE BENEFIT PLAN The Company sponsors a 401(k) plan that stipulates that eligible employees can elect to contribute to the 401(k) plan, subject to certain limitations, up to the lesser of the statutory maximum or 100% of eligible compensation on a pre-tax basis. Through December 31, 2023, and 2022, the Company has not elected to match employee contributions as permitted by the plan. The Company pays the administrative costs for the plan.

Commitments and Contingencies - Additional Information (Details) - USD ($)	May 25, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Commitments And Contingencies [Line Items]
Minimum stockholders' equity required for listing	$ 2,500,000
Market value of listed securities	35,000,000
Net income from continuing operations related to listing	$ 500,000
Stockholders' deficit		$ (2,311,000)	$ 5,193,000	$ 7,412,000

- Definition

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

+ References

+ Details