0000950170-22-016105 | 10-Q | XBRL Viewer | Oncternal Therapeutics INC

Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2022	Aug. 04, 2022
Cover [Abstract]
Entity Registrant Name	Oncternal Therapeutics, Inc.
Entity Central Index Key	0001260990
Document Type	10-Q
Document Period End Date	Jun. 30, 2022
Amendment Flag	false
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Trading Symbol	ONCT
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		53,211,909
Entity File Number	000-50549
Entity Tax Identification Number	62-1715807
Entity Address, Address Line One	12230 El Camino Real
Entity Address, Address Line Two	Suite 230
Entity Address, City or Town	San Diego
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92130
City Area Code	858
Local Phone Number	434-1113
Entity Interactive Data Current	Yes
Title of 12(b) Security	Common Stock, $0.001 par value
Security Exchange Name	NASDAQ
Entity Incorporation, State or Country Code	DE
Document Quarterly Report	true
Document Transition Report	false

Condensed Consolidated Balance Sheets - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 78,900,000	$ 90,765,000
Prepaid and other	2,080,000	2,088,000
Total current assets	80,980,000	92,853,000
Right-of-use asset	157,000	75,000
Other assets	389,000	657,000
Total assets	81,526,000	93,585,000
Current liabilities:
Accounts payable	2,519,000	1,959,000
Accrued liabilities	4,638,000	3,431,000
Deferred grant revenue	211,000	0
Lease liability	144,000	75,000
Total current liabilities	7,512,000	5,465,000
Lease liability, net of current	13,000	0
Commitments and contingencies (Note 3)
Stockholders’ equity:
Preferred stock, $0.001 par value, authorized shares - 5,000 at June 30, 2022 and December 31, 2021; issued and outstanding shares - none	0	0
Common stock, $0.001 par value; authorized shares - 120,000; issued and outstanding shares - 52,150 and 49,429 at June 30, 2022 and December 31, 2021, respectively	52,000	49,000
Additional paid-in capital	209,724,000	202,201,000
Accumulated deficit	(135,775,000)	(114,130,000)
Total stockholders’ equity	74,001,000	88,120,000
Total liabilities and stockholders’ equity	$ 81,526,000	$ 93,585,000

Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Income Statement [Abstract]
Grant revenue	$ 191	$ 883	$ 937	$ 1,631
Operating expenses:
Research and development	8,761	5,192	15,740	9,105
General and administrative	3,225	3,381	6,904	6,174
Total operating expenses	11,986	8,573	22,644	15,279
Loss from operations	(11,795)	(7,690)	(21,707)	(13,648)
Interest income	54	8	62	18
Net loss	$ (11,741)	$ (7,682)	$ (21,645)	$ (13,630)
Net loss per share, basic	$ (0.23)	$ (0.16)	$ (0.44)	$ (0.28)
Net loss per share, diluted	$ (0.23)	$ (0.16)	$ (0.44)	$ (0.28)
Weighted-average shares outstanding, basic	50,064	49,364	49,748	49,230
Weighted-average shares outstanding, diluted	50,064	49,364	49,748	49,230

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Cash flows from operating activities
Net loss	$ (21,645)	$ (13,630)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation	3,655	2,674
Non-cash lease expense	109	82
Changes in operating assets and liabilities:
Prepaid and other	276	(2,562)
Accounts payable	560	(134)
Accrued liabilities	1,207	(544)
Change in lease liability	(109)	(82)
Deferred grant revenue	211	603
Net cash used in operating activities	(15,736)	(13,593)
Cash flows from financing activities
Proceeds from issuance of common stock in public offerings, net	3,871	0
Proceeds from exercise of stock options	0	414
Proceeds from exercise of common stock warrants	0	105
Net cash provided by financing activities	3,871	519
Net increase (decrease) in cash and cash equivalents	(11,865)	(13,074)
Cash and cash equivalents at beginning of period	90,765	116,737
Cash and cash equivalents at end of period	78,900	103,663
Supplemental disclosure of non-cash financing activities:
Cashless exercise of warrants	0	1,836
Right-of-use assets obtained in exchange for operating lease liabilities	$ 191	$ 0

Condensed Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Accumulated Deficit
Balance at Dec. 31, 2020	$ 112,951	$ 49	$ 195,699	$ (82,797)
Balance (in shares) at Dec. 31, 2020		48,802
Exercise of stock options for cash	414		414
Exercise of stock options for cash (in shares)		106
Exercise of warrants for cash	105		105
Exercise of warrants for cash (in shares)		18
Cashless exercise of warrants		459
Vesting related to unvested share liability	5		5
Stock-based compensation	2,674		2,674
Net loss	(13,630)			(13,630)
Balance at Jun. 30, 2021	102,519	$ 49	198,897	(96,427)
Balance (in shares) at Jun. 30, 2021		49,385
Balance at Mar. 31, 2021	108,303	$ 49	196,999	(88,745)
Balance (in shares) at Mar. 31, 2021		49,366
Exercise of stock options for cash	56		56
Exercise of stock options for cash (in shares)		18
Exercise of warrants for cash	4		4
Exercise of warrants for cash (in shares)		1
Vesting related to unvested share liability	2		2
Stock-based compensation	1,836		1,836
Net loss	(7,682)			(7,682)
Balance at Jun. 30, 2021	102,519	$ 49	198,897	(96,427)
Balance (in shares) at Jun. 30, 2021		49,385
Balance at Dec. 31, 2021	$ 88,120	$ 49	202,201	(114,130)
Balance (in shares) at Dec. 31, 2021	49,429	49,429
Issuance of common stock, net of issuance cost of $146	$ 3,871	$ 3	3,868
Issuance of common stock, net of issuance cost (in shares)		2,721
Stock-based compensation	3,655		3,655
Net loss	(21,645)			(21,645)
Balance at Jun. 30, 2022	$ 74,001	$ 52	209,724	(135,775)
Balance (in shares) at Jun. 30, 2022	52,150	52,150
Balance at Mar. 31, 2022	$ 80,194	$ 49	204,179	(124,034)
Balance (in shares) at Mar. 31, 2022		49,429
Issuance of common stock, net of issuance cost of $146	3,871	$ 3	3,868
Issuance of common stock, net of issuance cost (in shares)		2,721
Stock-based compensation	1,677		1,677
Net loss	(11,741)			(11,741)
Balance at Jun. 30, 2022	$ 74,001	$ 52	$ 209,724	$ (135,775)
Balance (in shares) at Jun. 30, 2022	52,150	52,150

Description of Business, Basis of Presentation and Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of Business, Basis of Presentation and Summary of Significant Accounting Policies

Description of Business

Oncternal Therapeutics, Inc. (the “Company” or “Oncternal”), formerly known as GTx, Inc., was incorporated in Tennessee in September 1997 and reincorporated in Delaware in 2003 and is based in San Diego, California. The Company is a clinical-stage biopharmaceutical company focused on the development of novel oncology therapies for the treatment of cancers with critical unmet medical need. The Company’s lead clinical program is zilovertamab, a humanized monoclonal antibody that binds to ROR1 (Receptor-tyrosine kinase-like Orphan Receptor 1). The Company is also developing ONCT-808, a CAR-T (chimeric antigen receptor T-cells) product candidate that targets ROR1, and ONCT-534, a dual-action androgen receptor inhibitor (“DAARI”) product candidate for the treatment of castration-resistant prostate cancer, including those with clinically important resistance to approved androgen receptor inhibitors.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Oncternal Oncology, Inc. and Oncternal, Inc. All intercompany accounts and transactions have been eliminated in the preparation of the condensed consolidated financial statements.

Liquidity

From inception, the Company has devoted substantially all of its efforts to drug discovery and development and conducting preclinical studies and clinical trials. The Company has a limited operating history and the sales and income potential of the Company’s business and market are unproven. Successful transition to attaining profitable operations is dependent upon achieving a level of revenues adequate to support the Company’s cost structure.

As of June 30, 2022, the Company had $78.9 million in cash and cash equivalents and no debt. The Company believes it has sufficient cash to fund its projected operating requirements for at least twelve months from the date of issuance of the condensed consolidated financial statements. However, the Company has experienced net losses and negative cash flows from operating activities since its inception and has an accumulated deficit of $135.8 million as of June 30, 2022. The Company expects to continue to incur net losses for the foreseeable future and believes it will need to raise substantial additional capital to accomplish its business plan over the next several years. The Company plans to continue to fund its losses from operations and capital funding needs through a combination of public or private equity or debt offerings or other sources, including potential collaborations, strategic alliances and other similar licensing arrangements. If the Company is unable to secure adequate additional funding, the Company may be forced to make reductions in spending, including potentially delaying, scaling back or eliminating certain of its pipeline development programs, extend payment terms with suppliers, or liquidate assets where possible. Any of these actions could materially affect the Company’s business, results of operations and future prospects.

As of June 30, 2022, the Company had capacity to issue up to an additional $46.0 million of shares of common stock under its at-the-market (“ATM”) equity offering program. Through June 30, 2022, the Company has sold 2,721,316 shares of common stock for net proceeds of $3.9 million under the ATM program. There can be no assurance that the Company will be able to sell any additional shares of its common stock under the ATM program and no assurance regarding the price at which it will be able to sell any such shares, and any sales of shares of its common stock under the ATM program may be at prices that result in additional dilution to existing stockholders of the Company.

The Company's ability to obtain additional financing (including through collaboration and/or licensing arrangements) will depend on a number of factors, including, among others, its ability to generate positive data from its clinical trials and preclinical studies, the condition of the capital markets and other risks, many of which are dependent on factors outside of its control. There can be no assurance as to the availability or terms upon which such financing and capital might be available in the future.

Basis of Presentation

The accompanying interim condensed financial statements are unaudited. The unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and with generally accepted accounting principles in the United States of America (“GAAP”). These unaudited condensed consolidated financial statements have been prepared on the same basis as the audited, consolidated financial statements and include all adjustments, consisting of only normal recurring accruals, which in the opinion of management are necessary to present fairly the Company’s financial position as of the interim date and results of operations for the interim periods presented. The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ materially from those estimates. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2021, filed with the SEC on its Annual Report on Form 10-K on March 10, 2022. The results presented in these unaudited condensed consolidated financial statements are not necessarily indicative of the results expected for the full fiscal year or any other interim period or any future year or period.

Use of Estimates

The Company’s condensed consolidated financial statements are prepared in accordance with GAAP. The preparation of the condensed consolidated financial statements and accompanying notes requires it to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Significant estimates consist of those used to determine grant revenue and accruals for research and development costs. Although these estimates are based on the Company’s knowledge of current events and actions it may undertake in the future, actual results may ultimately materially differ from these estimates and assumptions.

Cash and Cash Equivalents

The Company considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents. Cash and cash equivalents include cash in readily available checking accounts and money market accounts.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to significant risk on its cash balances due to the financial position of the depository institution in which those deposits are held. Additionally, the Company established guidelines regarding approved investments and maturities of investments, which are designed to maintain safety and liquidity.

Patent Costs

Costs related to filing and pursuing patent applications are recorded as general and administrative expense and expensed as incurred since recoverability of such expenditures is uncertain.

Research and Development Expenses and Accruals

Research and development expenses consist of costs incurred for the Company’s own and for sponsored and collaborative research and development activities. Research and development costs are expensed as incurred and include manufacturing process development costs, manufacturing costs, costs associated with preclinical studies and clinical trials, regulatory and medical affairs activities, quality assurance activities, salaries and benefits, including stock-based compensation, fees paid to third-party consultants, license fees and overhead.

The Company has entered into various research and development contracts with research institutions, clinical research organizations, clinical manufacturing organizations and other companies. Payments for these activities are based on the terms of the individual agreements, which may differ from the pattern of costs incurred, and payments made in advance of performance are reflected in the accompanying consolidated balance sheets as prepaid expenses and other assets or accrued liabilities. The Company records accruals

for estimated costs incurred for ongoing research and development activities and all clinical trial expenses are included in research and development expenses. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the services, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates may be made in determining the prepaid or accrued balances at the end of any reporting period. Actual results could differ from the Company’s estimates. At June 30, 2022, the Company’s clinical trial accrual balance of $1.3 million is included in accrued liabilities. The Company’s related clinical trial expenses are included in research and development expenses of $8.8 million and $5.2 million for the three months ended June 30, 2022 and 2021, respectively.

Fair Value Measurements

The accounting guidance defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or non-recurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1: Observable inputs such as quoted prices in active markets.

Level 2: Inputs, other than the quoted prices in active markets that are observable either directly or indirectly.

Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The carrying amounts of the Company’s current financial assets and liabilities are considered to be representative of their respective fair values because of the short-term nature of those instruments. The Company has no current financial assets or liabilities measured at fair value on a recurring basis and no transfers between levels have occurred during the periods presented.

Revenue Recognition

The Company generates revenue from certain grant awards or a research subaward (the “Grant Awards”) (see Note 4), which provide the Company with payments in return for certain research and development activities over a contractually defined period. Revenue from such Grant Awards is recognized in the period the related qualifying services are rendered and costs are incurred, provided that the applicable conditions under the Grant Awards have been met.

The Grant Awards are on a best-effort basis and do not require scientific achievement as a performance obligation. The Grant Awards are non-refundable. The costs associated with the Grant Awards are expensed as incurred and reflected as a component of research and development expense in the accompanying condensed consolidated statements of operations.

Funds received from the Grant Awards are recorded as revenue as the Company is the principal participant in the arrangement because the activities under the Grant Awards are part of the Company’s development programs. In those instances where the Company first receives consideration in advance of providing underlying services, the Company classifies such consideration as deferred revenue until (or as) the Company provides the underlying services. In those instances where the Company first provides the underlying services prior to its receipt of consideration, the Company records a grant receivable. At June 30, 2022, the Company had grants receivable of $38,000 in prepaid and other assets.

Stock-Based Compensation

Stock-based compensation expense represents the fair value of equity awards, on the grant date, recognized in the period using the Black-Scholes option pricing model. The Company recognizes expense for awards with graded vesting schedules over the requisite service period of the awards (usually the vesting period) on a straight-line basis. For equity awards for which vesting is subject to performance-based milestones, the expense is recorded over the remaining service period after the point when the achievement of the milestone is deemed probable. The Company recognizes forfeitures for all awards as such forfeitures occur.

Income Taxes

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

The Company recognizes net deferred tax assets to the extent that the Company believes these assets are more likely than not to be realized. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If management determines that the Company would be able to realize its deferred tax assets in the future in excess of their net recorded amount, management would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

Segment Reporting

Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business in one operating segment in the United States.

Net Loss Per Share

Basic net loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding for the period, without consideration for potentially dilutive securities and adjusted for the weighted-average number of common shares outstanding that are subject to repurchase. The Company has excluded weighted-average shares subject to repurchase of zero shares and 8,000 shares from the weighted-average number of common shares outstanding for the three months ended June 30, 2022 and 2021, respectively. The Company has excluded weighted-average shares subject to repurchase of zero shares and 11,000 shares from the weighted-average number of common shares outstanding for the six months ended June 30, 2022 and 2021, respectively. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock and dilutive common stock equivalents outstanding for the period determined using the treasury-stock and if-converted methods. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding as inclusion of the potentially dilutive securities would be antidilutive.

Potentially dilutive securities not included in the calculation of diluted net loss per share, because to do so would be anti-dilutive, are as follows (in common stock equivalent shares; in thousands):


	June 30,
	2022		2021
Warrants to purchase common stock		4,235		4,277
Common stock options		8,204		5,140
Restricted stock unit awards		450		—
Common stock subject to repurchase		—		7
Total		12,889		9,424

Recently Adopted Accounting Pronouncements

In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of

Freestanding Equity-Classified Written Call Options, which intends to clarify and reduce diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. The guidance is effective for fiscal years beginning after December 15, 2021, including interim periods therein, and early adoption is permitted. The guidance requires transition disclosures of the nature of and reasons for the accounting change, the transition method, and a qualitative description of the financial statement line items affected. The Company determined there were no modifications or exchanges of freestanding equity-classified written call options subject to ASU 2021-04 during the periods presented.

Accounting Standards Not Yet Adopted

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Statements (Topic 362), which intends to improve financial reporting by requiring earlier recognition of credit losses on certain financial assets, such as available-for-sale debt securities. Subsequent to the issuance of ASU 2016-13, the FASB issued several additional ASUs to clarify implementation guidance, provide narrow-scope improvements and provide additional disclosure guidance. In November 2019, the FASB issued an amendment making this ASU effective for fiscal years beginning after December 15, 2022 for smaller reporting companies. The Company was a smaller reporting company at the determination date, and therefore the new standard will be effective for the Company on January 1, 2023. The Company is currently evaluating the potential impact that the adoption of ASU 2016-13 may have on its consolidated financial statements and related disclosures.

License, Collaboration and Grant Award/ Subaward Agreements

6 Months Ended

Jun. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

License, Collaboration and Grant/ Subaward Agreements

License, Collaboration and Grant Award/Subaward Agreements

Georgetown University (“Georgetown”)

In March 2014, the Company entered into an Exclusive License Agreement (the “Georgetown License Agreement”) with Georgetown, pursuant to which the Company: (i) licensed the exclusive worldwide right to patents and technologies for the development and commercialization of certain product candidates targeting EWS-FLI1 as an anti-tumor therapy for therapeutic, diagnostics, or research tool purposes, (ii) is solely responsible for all development and commercialization activities and costs, and (iii) is responsible for all costs related to the filing, prosecution and maintenance of the licensed patent rights.

Under the terms of the Georgetown License Agreement, commencing in 2015, the Company: (i) shall pay and has paid an annual license maintenance fee of $10,000 until the first commercial sale occurs, (ii) is required to make up to $0.2 million in aggregate milestone payments upon the achievement of certain regulatory milestones, and (iii) will be required to pay low single digit royalties based on annual net product sales. The Company accounted for the licensed technology as an asset acquisition because it did not meet the definition of a business. All milestone payments under the Georgetown License Agreement will be recognized as research and development expense upon completion of the required events, as the triggering events are not considered to be probable until they are achieved. As of June 30, 2022, the Company had not triggered or made any milestone payments under the Georgetown License Agreement.

The Georgetown License Agreement may be terminated by either party upon material breach or may be terminated by the Company as to one or more countries with 90 days written notice of termination. The term of the Georgetown License Agreement will continue until the expiration of the last valid claim within the patent rights covering the product. Georgetown may terminate the agreement in the event: (i) the Company fails to pay any amount and fails to cure such failure within 30 days after receipt of notice, (ii) the

Company defaults in its obligation to obtain and maintain insurance and fails to remedy such breach within 60 days after receipt of notice, or (iii) the Company declares insolvency or bankruptcy. The Company may terminate the Georgetown License Agreement at any time upon at least 60 days’ written notice.

The University of Texas MD Anderson Cancer Center (“MD Anderson”)

In December 2014, the Company entered into a collaboration agreement (as amended, the “Collaboration”) with MD Anderson, which provides for the conduct of preclinical and clinical research for ONCT-216 in exchange for certain program payments. If MD Anderson successfully completes all the requirements of the Collaboration in full and the program is successfully commercialized, the Company will be required to pay aggregate milestone payments of $1.0 million based on net product sales. In July 2020 and September 2021, the Company entered into two research agreements with MD Anderson for certain services up to an aggregate cost of $0.8 million. The Company recorded research and development expense of $0.1 million and none for each of the three months ended June 30, 2022 and 2021, and $0.2 million and $0.1 million for the six months ended June 30, 2022 and 2021.

Agreements with the Regents of the University of California (the “Regents”)

In March 2016, and as amended and restated in August 2018, and as amended thereafter, the Company entered into a license agreement (as amended, the “Regents License Agreement”) for the development, manufacturing and distribution rights related to the development and commercialization of ROR1 related naked antibodies, antibody fragments or synthetic antibodies, and genetically engineered cellular therapy. The Regents License Agreement provides for the following: (i) in May 2016, an upfront license fee of $0.5 million was paid and 107,108 shares of common stock were issued, (ii) $25,000 in annual license maintenance fees commencing in 2017, (iii) reimbursement of certain annual patent costs, (iv) certain development and regulatory milestones aggregating from $10.0 million to $12.5 million, on a per product basis, (v) certain worldwide sales milestones based on achievement of tiered revenue levels aggregating $75.0 million, (vi) low single-digit royalties, including potential future minimum annual royalties, on net sales of each target, and (vii) minimum diligence to advance licensed assets consisting of at least $1.0 million in development spend annually through 2021. Under the Regents License Agreement, the Company recorded: (i) none in license maintenance fees as research and development expense for the three and six months ended June 30, 2022, respectively, and none and $25,000 for the three and six months ended June 30, 2021, and (ii) $0.1 million and a nominal amount in patent costs as general and administrative expense for the three months ended June 30, 2022 and 2021, respectively, and $0.1 million and $0.2 million for the six months ended June 30, 2022 and 2021, respectively. As of June 30, 2022, the Company believes it has met its obligations under the Regents License Agreement.

The Regents License Agreement will expire upon the later of the expiration date of the longest-lived patent rights or the 15th anniversary of the first commercial sale of a licensed product. The Regents may terminate the Regents License Agreement if: (i) a material breach by the Company is not cured within a reasonable time, (ii) the Company files a claim asserting the Regents licensed patent rights are invalid or unenforceable, and (iii) the Company files for bankruptcy. The Company may terminate the agreement at any time upon at least 60 days’ written notice.

In July 2016, and as modified by the amended and restated Regents License Agreement in August 2018, the Company entered into a research agreement with the Regents for further research on a ROR1 therapeutic development program. Under this five-year agreement that expired in June 2021, the Regents was paid an aggregate of $3.6 million. Effective January 1, 2022, the Company entered into a Research Agreement (the “Research Agreement”) with the Regents for further research on the ROR1 therapeutic development program. Under this four-year agreement that expires on December 31, 2025, the Regents will have an aggregate budget of $1.6 million, with quarterly payments of $125,000 in 2022, $131,250 in 2023, and $137,813 in 2024. The Company recorded $0.1 million in research and development expenses under these agreements for each of the three months ended June 30, 2022 and 2021, and $0.3 million for each of the six months ended June 30, 2022 and 2021, respectively. Such costs are includable as part of the Company’s annual diligence obligations under the Regents License Agreement.

The University of Tennessee Research Foundation (“UTRF”)

In March 2015, and as amended and restated in March 2022, the Company and UTRF entered into a license agreement (the “DAARI License Agreement”) pursuant to which the Company was granted exclusive worldwide rights in all existing DAARI technologies owned or controlled by UTRF, including all improvements thereto. Under the DAARI License Agreement, the Company is obligated to employ active, diligent efforts to conduct preclinical research and development activities for the DAARI program to advance one

or more lead compounds into clinical development. The Company is also obligated to pay UTRF annual license maintenance fees, low single-digit royalties on net sales of products and additional royalties on sublicense revenues, depending on the state of development of a clinical product candidate at the time it is sublicensed. The Company recorded research and development expense under this agreement of a nominal amount and $0.1 million for the three months ended June 30, 2022 and 2021, respectively, and $0.2 million and $0.1 million for each of the six months ended June 30, 2022 and 2021. As of June 30, 2022, the Company believes it has met its obligations under the DAARI License Agreement.

The California Institute for Regenerative Medicine (“CIRM”) Award

In August 2017, and as amended and restated in December 2020, CIRM awarded an $18.3 million grant to researchers at UC San Diego to advance the Company’s Phase 1/2 clinical trial evaluating zilovertamab in combination with ibrutinib for the treatment of patients with B-cell lymphoid malignancies, including mantle cell lymphoma (“MCL”), and chronic lymphocytic leukemia (“CLL”). This study is known as CIRM-0001, or Cirmtuzumab and Ibrutinib for Relapsed Lymphoma or Leukemia (the “CIRLL study”). The Company: (i) is conducting this study in collaboration with UC San Diego, (ii) estimates it will receive $14.6 million in development milestones under research subaward agreements during the award project period from October 1, 2017 through March 31, 2022, (iii) is committed to certain co-funding requirements, (iv) received $0.7 million and $2.2 million in subaward payments in the six months ended June 30, 2022 and 2021, respectively, and (v) is required to provide UC San Diego progress and financial update reports throughout the award period. The subaward does not bear a royalty payment commitment, nor is the subaward otherwise refundable. For the three months ended June 30, 2022 and 2021, the Company recorded revenue of $0.1 million and $0.9 million, respectively, and recorded revenue of $0.4 million and $1.6 million for the six months ended June 30, 2022 and 2021, respectively. Related qualifying subaward costs for the three months ended June 30, 2022 and 2021 were none and $1.8 million, respectively, and $0.5 million and $3.3 million for the six months ended June 30, 2022 and 2021, respectively. At June 30, 2022, the Company recorded an unbilled grant receivable of $38,000 in prepaid and other assets. As of June 30, 2022, the Company believes it has met its obligations under the CIRM award and UC San Diego subawards.

The National Institute of Health (“NIH”) Grant Awards

In August 2021, the NIH awarded the Company two research and development grants for up to $2.2 million to support pre-clinical activities for the Company’s ONCT-216 and ONCT-534 programs, including $0.7 million payable to subawardees. Under the terms of the grants, the Company is entitled to receive reimbursement in arrears of incurring allowable expenditures. The earned NIH funds are non-refundable and the Company is required to provide periodic progress performance reports. During the three months ended June 30, 2022, the Company received $0.8 million in award payments from the NIH and recorded $0.1 million in grant revenue and during the six months ended June 30, 2022, the Company received $0.9 million in award payments from the NIH and recorded $0.6 million in grant revenue. At June 30, 2022, and December 31, 2021, the Company had deferred grant revenue of $0.2 million and none, respectively.

Clinical Trial and Supply Agreements

In April 2018, and as amended in August 2019, the Company entered into a Clinical Trial and Supply Agreement with Pharmacyclics, LLC, an AbbVie Company, to supply ibrutinib for the CIRLL study. Effective in June 2022, the Company entered into a Clinical Trial and Supply Agreement with Pharmacyclics, LLC, to supply ibrutinib for the Company’s planned global ZILO-301 Phase 3 study. Such agreements do not bear any upfront costs, inventory purchase costs, milestone or royalty payment commitments or other financial obligations.

License and Development Agreement (“LDA”) with SPH USA, a Related Party

In November 2018, and as amended in August 2020, the Company entered into the LDA with SPH USA for: (i) the territory of the People’s Republic of China, Hong Kong, Macau, and Taiwan (“Greater China”), and (ii) rights to manufacture, develop, market, distribute and sell all of the Company’s product candidates under the Georgetown License Agreement and the Regents License Agreement (exclusive to Greater China only). Under the LDA, SPH USA is solely responsible for: (a) all preclinical and clinical development activities required in order to obtain regulatory approval in Greater China for such product candidates, (b) any third-party license milestone or royalty payments owed under the Georgetown License Agreement and the Regents License Agreement, and (c) paying the Company a low single digit royalty on net sales in the territory.

The LDA will expire upon the expiration of the last royalty term for the last licensed product. The LDA may be terminated by: (i) SPH USA on a country by country or product by product basis with 180 days written notice, (ii) either party upon material breach that is not cured within 90 days, and (iii) either party in the event the other party declares insolvency or bankruptcy. There has been no significant activity under this agreement for each of the three and six months ended June 30, 2022 and 2021(see Note 3).

Contingent Value Rights Agreement (“CVR Agreement”)

Pursuant to the GTx merger agreement entered into in June 2019 (the “Merger”), the Company, a representative of holders of the CVRs, and Computershare, Inc. as rights agent, entered into the CVR Agreement. Pursuant to the CVR Agreement, the Company’s stockholders of record as of immediately prior to the Merger received one CVR for each share of the Company’s common stock held immediately prior to the Merger.

As amended on November 1, 2021, the CVR Agreement entitles holders of CVRs to receive: (i) 50% of certain net proceeds received by the Company during the 15-year period after the closing of the Merger (the “CVR Term”) from a transaction, if any, resulting in the grant, sale, or transfer of DAARI technology to a third party that occurs during the 10-year period after the closing of the Merger (or in the 11th year if based on a term sheet approved during the initial 10-year period); and (ii) 5% of net sales of products by Parent or its affiliates during the CVR Term incorporating the DAARI technology. As of June 30, 2022, no transactions or net sales relating to the DAARI technology had occurred.

Stockholders' Equity

6 Months Ended

Jun. 30, 2022

Equity [Abstract]

Stockholders' Equity

Stockholders’ Equity

ATM Program

In December 2021, the Company entered into an Open Market Sale AgreementSM (the “Sales Agreement”) with Jefferies LLC, pursuant to which the Company is able to offer and sell, from time to time in its sole discretion, shares of its common stock having an aggregate offering price of up to $50.0 million. The Company has no obligation to sell any shares under the Sales Agreement and may at any time suspend solicitation and offers under the Sales Agreement. During the three and six months ended June 30, 2022, the Company sold 2,721,316 shares of common stock for net proceeds of $3.9 million (see Note 7).

Common Stock Warrants

A summary of warrant activity and changes in warrants outstanding is presented below:


	Number of Shares Underlying Warrants		Weighted-Average Exercise Price Per Share		Weighted-Average Remaining Contractual Term (in years)
Balance at December 31, 2021		4,234,910	$	10.50		3.31
Issued		—	$	—		—
Forfeited		—	$	—		—
Exercised		—	$	—		—
Balance at June 30, 2022		4,234,910	$	10.50		2.82

All warrants met the criteria for classification in stockholders’ equity.

Equity Incentive Plans

Stock Option Awards

Contemporaneous with the Merger closing: (i) Oncternal’s 2015 Equity Incentive Plan, as amended (“2015 Plan”) was assumed by the Company, and (ii) the Company adopted the 2019 Incentive Award Plan (“2019 Plan”) under which the sum of: (a) 1,954,150 shares of common stock, and (b) an annual increase on the first day of each calendar year beginning January 1, 2020, and ending on and including January 1, 2029, equal to the lesser of (A) 5% of the aggregate number of shares of common stock outstanding on the final day of the immediately preceding calendar year and (B) such smaller number of shares of common stock as is determined by the Board, are reserved for issuance.

In July 2015, Oncternal adopted the 2015 Plan which provided for the issuance of up to 631,120 shares of common stock for incentive stock options, non-statutory stock options, restricted stock awards, restricted stock unit awards and other stock awards to its employees, members of its board of directors and consultants. In general, the options issued under the 2015 Plan expire ten years from the date of grant and vest over a four-year period. Certain grants vest based on the achievement of development or regulatory milestones. The 2015 Plan was terminated as to new grant awards in June 2019.

The 2019 Plan provides for the issuance of shares of common stock for incentive stock options, non-statutory stock options, restricted stock awards, restricted stock unit awards and other stock awards to its employees, members of its board of directors and consultants. In general, the stock options issued under the 2019 Plan expire ten years from the date of grant and vest over a four-year period. Certain stock option grants vest based on the achievement of development or regulatory milestones. The 2019 Plan allows for the early exercise of all stock option grants if authorized by the board of directors at the time of grant.

In February 2021, the Company’s board of directors adopted the 2021 Employment Inducement Incentive Award Plan (the “Inducement Plan”). The Inducement Plan is a non-shareholder approved stock plan adopted pursuant to the “inducement exception” provided under Nasdaq listing rules. The Inducement Plan is used exclusively for the issuance of non-statutory stock options to certain new hires who satisfied the requirements to be granted inducement grants under Nasdaq rules as an inducement material to the individual’s entry into employment with the Company. The terms of the Inducement Plan are substantially similar to the terms of the 2019 Plan. As amended in May 2021 and December 2021, the Company has reserved 2,800,000 shares of common stock under the Inducement Plan.

As of June 30, 2022, 2,103,953 shares remain available for issuance under the 2019 Plan and Inducement Plan. A summary of the Company’s stock option activity under the 2015 Plan, 2019 Plan and Inducement Plan is as follows:



	Number of Options			Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value
Outstanding at December 31, 2021		6,444,744		$	5.28			$	613,190
Granted		2,139,718		$	1.80
Forfeited		(380,184	)	$	4.52
Exercised		—		$	—
Outstanding at June 30, 2022		8,204,278		$	4.40		8.5	$	148,560
Options vested and expected to vest as of June 30, 2022		8,204,278		$	4.40		8.5	$	148,560
Options vested and exercisable as of June 30, 2022		2,617,257		$	4.91		7.1	$	117,365

For the six months ended June 30, 2022 and 2021, the weighted average grant date fair value per share of option grants was $1.43 and $4.74, respectively. The intrinsic value is calculated as the difference between the fair value of the Company’s common stock at the time of the option exercise and the exercise price of that stock option. For the three months ended June 30, 2022 and 2021, the weighted-average intrinsic value of stock options exercised was none and $3.89 per share, respectively.

Restricted Stock Unit Awards

Restricted stock unit awards (“RSUs”) are rights to receive shares of the Company’s common stock upon satisfaction of specific vesting conditions. The Company began issuing RSUs in the first quarter of 2022. The RSUs generally vest over a two-year period. Restricted stock unit activity under Equity Incentive Plans is summarized as follows:



	Number of Restricted Stock Units			Weighted-Average Grant Date Fair Value
Outstanding at December 31, 2021		—		$	—
Granted		464,007		$	2.43
Forfeited		(13,610	)	$	2.43
Exercised		—		$	—
Outstanding at June 30, 2022		450,397		$	2.43
Units expected to vest as of June 30, 2022		450,397		$	2.43
Units vested as of June 30, 2022		—		$	—

Stock-Based Compensation Expense

The weighted-average assumptions used in the Black-Scholes option pricing model to determine the fair value of stock option grants, were as follows:


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2022			2021			2022			2021
Risk-free interest rate		3.2	%		1.1	%		2.0	%		0.8	%
Expected volatility		97.0	%		89.1	%		99.8	%		89.6	%
Expected term (in years)		5.9			6.0			6.1			6.2
Expected dividend yield		—	%		—	%		—	%		—	%

Expected volatility. The expected volatility assumption is based on volatilities of a peer group of similar companies whose share prices are publicly available. The peer group was developed based on companies in the life sciences industry with comparable characteristics to the Company including enterprise value, risk profiles, position within the industry, and with historical share price information sufficient to meet the expected life of the stock-based awards. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of its own stock price becomes available.

Expected term. The expected term represents the period of time that options are expected to be outstanding. Due to limited historical exercise behavior, it determined the expected life assumption using the simplified method for employees, which is an average of the contractual term of the option and its vesting period. The expected term for nonemployee options is generally the remaining contractual term.

Risk-free interest rate. The risk-free interest rate is based on the implied yield on the U.S. Treasury securities with a maturity date similar to the expected term of the associated stock option award.

Expected dividend yield. The Company bases the expected dividend yield assumption on the fact that it has never paid cash dividends and has no present intention to pay cash dividends and, therefore, used an expected dividend yield of zero.

RSU awards represent rights to receive shares of common stock contingent upon satisfaction of specific vesting conditions. The stock-based compensation expense for these awards was determined using the closing price on the grant date applied to the total number of shares that were anticipated to fully vest.

Stock-based compensation expense recognized for all equity awards has been reported in the condensed consolidated statements of operations as follows (in thousands):


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2022		2021		2022		2021
Research and development	$	820	$	703	$	1,883	$	1,177
General and administrative		857		1,133		1,772		1,497
	$	1,677	$	1,836	$	3,655	$	2,674

As of June 30, 2022, the unrecognized compensation cost related to non-vested stock options was $15.7 million, which is expected to be recognized over a weighted-average period of 3.0 years.

As of June 30, 2022, the unrecognized compensation cost related to non-vested restricted stock units was $0.8 million, which is expected to be recognized over a weighted-average period of 1.5 years.

Common Stock Reserved for Future Issuance

Common stock reserved for future issuance is as follows (in thousands):


	June 30, 2022
Common stock warrants		4,235
Common stock options issued and outstanding		8,204
Restricted stock unit awards		450
Common stock available for issuance under the Inducement Plan and 2019 Plan		2,104
		14,993

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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+ Details

Description of Business, Basis of Presentation and Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2022

Accounting Policies [Abstract]

Principles of Consolidation

Liquidity

Basis of Presentation

Use of Estimates

Cash and Cash Equivalents

Concentration of Credit Risk

Patent Costs

Costs related to filing and pursuing patent applications are recorded as general and administrative expense and expensed as incurred since recoverability of such expenditures is uncertain.

Research and Development Expenses and Accruals

Fair Value Measurements

Level 1: Observable inputs such as quoted prices in active markets.

Level 2: Inputs, other than the quoted prices in active markets that are observable either directly or indirectly.

Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

Revenue Recognition

Stock-Based Compensation

Income Taxes

Segment Reporting

Net Loss Per Share


	June 30,
	2022		2021
Warrants to purchase common stock		4,235		4,277
Common stock options		8,204		5,140
Restricted stock unit awards		450		—
Common stock subject to repurchase		—		7
Total		12,889		9,424

Recently Accounting Pronouncements

Recently Adopted Accounting Pronouncements

Accounting Standards Not Yet Adopted

Stockholders' Equity (Tables)

6 Months Ended

Jun. 30, 2022

Summary of Warrant Activity and Changes in Warrants Outstanding

A summary of warrant activity and changes in warrants outstanding is presented below:


	Number of Shares Underlying Warrants		Weighted-Average Exercise Price Per Share		Weighted-Average Remaining Contractual Term (in years)
Balance at December 31, 2021		4,234,910	$	10.50		3.31
Issued		—	$	—		—
Forfeited		—	$	—		—
Exercised		—	$	—		—
Balance at June 30, 2022		4,234,910	$	10.50		2.82

Summary of Stock Option Activity



	Number of Options			Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value
Outstanding at December 31, 2021		6,444,744		$	5.28			$	613,190
Granted		2,139,718		$	1.80
Forfeited		(380,184	)	$	4.52
Exercised		—		$	—
Outstanding at June 30, 2022		8,204,278		$	4.40		8.5	$	148,560
Options vested and expected to vest as of June 30, 2022		8,204,278		$	4.40		8.5	$	148,560
Options vested and exercisable as of June 30, 2022		2,617,257		$	4.91		7.1	$	117,365

Summary of Restricted Stock Unit Activity

Restricted stock unit activity under Equity Incentive Plans is summarized as follows:



	Number of Restricted Stock Units			Weighted-Average Grant Date Fair Value
Outstanding at December 31, 2021		—		$	—
Granted		464,007		$	2.43
Forfeited		(13,610	)	$	2.43
Exercised		—		$	—
Outstanding at June 30, 2022		450,397		$	2.43
Units expected to vest as of June 30, 2022		450,397		$	2.43
Units vested as of June 30, 2022		—		$	—

Schedule of Assumptions Used to Determine Fair Value

The weighted-average assumptions used in the Black-Scholes option pricing model to determine the fair value of stock option grants, were as follows:


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2022			2021			2022			2021
Risk-free interest rate		3.2	%		1.1	%		2.0	%		0.8	%
Expected volatility		97.0	%		89.1	%		99.8	%		89.6	%
Expected term (in years)		5.9			6.0			6.1			6.2
Expected dividend yield		—	%		—	%		—	%		—	%

Summary of Share-Based Compensation Expense

Stock-based compensation expense recognized for all equity awards has been reported in the condensed consolidated statements of operations as follows (in thousands):


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2022		2021		2022		2021
Research and development	$	820	$	703	$	1,883	$	1,177
General and administrative		857		1,133		1,772		1,497
	$	1,677	$	1,836	$	3,655	$	2,674

Common Stock Reserved for Future Issuance

Common stock reserved for future issuance is as follows (in thousands):


	June 30, 2022
Common stock warrants		4,235
Common stock options issued and outstanding		8,204
Restricted stock unit awards		450
Common stock available for issuance under the Inducement Plan and 2019 Plan		2,104
		14,993

- Definition

Tabular disclosure of an entity's stock, including par or stated value per share, number and dollar amount of share subscriptions, shares authorized, shares issued, shares outstanding, number and dollar amount of shares held in an employee trust, dividend per share, total dividends, share conversion features, par value plus additional paid in capital, the value of treasury stock and other information necessary to a fair presentation, and EPS information. Stock by class includes common, convertible, and preferred stocks which are not redeemable or redeemable solely at the option of the issuer. Includes preferred stock with redemption features that are solely within the control of the issuer and mandatorily redeemable stock if redemption is required to occur only upon liquidation or termination of the reporting entity. If more than one issue is outstanding, state the title of each issue and the corresponding dollar amount; dollar amount of any shares subscribed but unissued and the deduction of subscriptions receivable there from; number of shares authorized, issued, and outstanding.

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-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI https://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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-Section 50
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Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(27))
-URI https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
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Reference 13: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21475-112644

+ Details

Description of Business, Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details)	1 Months Ended	3 Months Ended		6 Months Ended
	Jun. 30, 2022 USD ($) shares	Jun. 30, 2022 USD ($) shares	Jun. 30, 2021 USD ($) shares	Jun. 30, 2022 USD ($) Segment shares	Jun. 30, 2021 USD ($) shares	Dec. 31, 2021 USD ($)
Description Of Business Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Accumulated deficit	$ (135,775,000)	$ (135,775,000)		$ (135,775,000)		$ (114,130,000)
Cash and cash equivalents	78,900,000	78,900,000		78,900,000		90,765,000
Clinical Trials	1,314,000	1,314,000		1,314,000		$ 518,000
Grants receivable	$ 38,000	$ 38,000		$ 38,000
Number of operating segments \| Segment				1
Weighted-average shares subject to repurchase \| shares		0	8,000	0	11,000
Research and development		$ 8,761,000	$ 5,192,000	$ 15,740,000	$ 9,105,000
Common Stock \| ATM Program
Description Of Business Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Common stock shares issued \| shares				46,000,000.0
Number of shares sold \| shares	2,721,316	2,721,316		2,721,316
Net proceeds from sale of shares	$ 3,900,000	$ 3,900,000		$ 3,900,000

License, Collaboration and Grant Award/ Subaward Agreements - Additional Information (Details) - USD ($) shares in Thousands		1 Months Ended				3 Months Ended		6 Months Ended		12 Months Ended
	Nov. 01, 2021	Jan. 31, 2022	Aug. 31, 2021	Aug. 31, 2017	May 31, 2016	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2017	Dec. 31, 2015	Dec. 31, 2021	Sep. 30, 2021	Dec. 31, 2014
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Patent costs as general and administrative expense						$ 3,225,000	$ 3,381,000	$ 6,904,000	$ 6,174,000
Grant revenue						191,000	883,000	937,000	1,631,000
Deferred grant revenue						211,000		211,000				$ 0
The National Institute of Health (“NIH”) Grant Awards
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Grants awarded to researchers			$ 2,200,000
Grant revenue						800,000		900,000
Payable to subawardees			$ 700,000
Award payments received						100,000		600,000
Georgetown University
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Annual license maintenance fee to be paid and payment made											$ 10,000
MD Anderson Cancer Center
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Research and development expense						100,000	0	$ 200,000	100,000
Aggregate cost													$ 800,000
Regents of the University of California
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Written notice of termination, period								60 years
Research and development expense						0	0		25,000,000
Upfront license fees paid					$ 500,000
Common stock shares issued					107,108
Annual license maintenance fees										$ 25,000,000
Worldwide sales milestones based on achievement of tiered revenue levels					$ 75,000,000.0
Patent costs as general and administrative expense						100,000	100,000	$ 100,000	200,000
Regents of the University of California \| The National Institute of Health (“NIH”) Grant Awards
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Research agreement term								5 years
University of California San Diego School of Medicine \| The California Institute for Regenerative Medicine ("CIRM") Award
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Unbilled grant receivable						38,000,000		$ 38,000,000
Grants awarded to researchers				$ 18,300,000
Development milestones to be received under research sub award agreements throughout award project period				$ 14,600,000
Subaward payments received								700,000	2,200,000
Grant revenue						100,000	900,000	400,000	1,600,000
Related qualifying subaward costs						0	1,800,000	$ 500,000	3,300,000
Exclusive License Agreement \| Georgetown University
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Written notice of termination, period								90 days
Days after receipt of notice, to pay failure amount								30 days
Days after receipt of notice for default in payment								60 days
Minimum period in days of written notice to terminate license agreement								60 days
Collaborative Arrangement \| MD Anderson Cancer Center
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Potential regulatory milestone payments														$ 1,000,000.0
Research Agreement 2022 \| Regents of the University of California \| The National Institute of Health (“NIH”) Grant Awards
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Research agreement term		4 years
Aggregate research agreement budget		$ 1,600,000
Research amount payable quarterly		125,000,000						$ 3,600,000
Other Research and Development Expense						100,000	100,000	300	300
Research Agreement 2023 \| Regents of the University of California \| The National Institute of Health (“NIH”) Grant Awards
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Research amount payable quarterly		131,250,000
Research Agreement 2024 \| Regents of the University of California \| The National Institute of Health (“NIH”) Grant Awards
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Research amount payable quarterly		$ 137,813,000
License Agreement \| University of Tennessee Research Foundation
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Research and development expense						$ 100,000	$ 100,000	$ 200,000	$ 100,000
CVR Agreement
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Period Which Payment Of Percentage Of Net Proceeds Would Be Payable Under C V R	15 years
Period Which Grant Sale Or Transfer Of Rights To Company Sard Or Sarm Technology Could Trigger Payment Under Cvr Agreement	10 years
Percentage Of NetSales	5.00%
Maximum \| Regents of the University of California
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Potential regulatory milestone payments					12,500,000
Maximum \| Exclusive License Agreement \| Georgetown University
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Potential milestone payments											$ 200,000
Minimum \| Regents of the University of California
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Potential regulatory milestone payments					10,000,000.0
Advance licensed assets					$ 1,000,000.0

Stockholders' Equity - Summary of Stock Option Activity (Details) - Equity incentive plan - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	6 Months Ended
	Jun. 30, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of options, beginning balance	6,444,744
Number of options, granted	2,139,718
Number of options,forfeited	(380,184)
Number of options, exercised	0
Number of options, ending balance	8,204,278
Number of options, vested and expected to vest	8,204,278
Number of options, vested and exercisable	2,617,257
Weighted average exercise price, beginning balance	$ 5.28
Weighted average exercise price, granted	1.80
Weighted average exercise price, forfeited	4.52
Weighted average exercise price, ending balance	4.40
Weighted average exercise price, options vested and expected to vest	4.40
Weighted average exercise price, options vested and exercisable	$ 4.91
Weighted average contractual term outstanding, ending balance	8 years 6 months
Weighted average remaining contractual term, options vested and expected to vest	8 years 6 months
Weighted average remaining contractual term, options vested and exercisable	7 years 1 month 6 days
Aggregate intrinsic value beginning balance	$ 613,190
Aggregate intrinsic value ending balance	148,560
Aggregate intrinsic value, options vested and expected to vest	148,560
Aggregate intrinsic value, options vested and exercisable	$ 117,365

Stockholders Equity - Summary of Restricted Stock Unit Activity (Details) - Restricted Stock Unit - $ / shares shares in Thousands	6 Months Ended
	Jun. 30, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of options, granted	464,007
Number of options,forfeited	(13,610)
Number of options, ending balance	450,397
Number of options, vested and expected to vest	450,397
Weighted average exercise price, granted	$ 2.43
Weighted average exercise price, forfeited	2.43
Weighted average exercise price, ending balance	2.43
Weighted average exercise price, options vested and expected to vest	$ 2.43

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	120,000,000	120,000,000
Common stock, shares issued	52,150,000	49,429,000
Common stock, shares outstanding	52,150,000	49,429,000

Condensed Consolidated Statements of Stockholders' Equity (Parenthetical) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2022
Statement of Stockholders' Equity [Abstract]
Common stock, issuance cost	$ 146	$ 146

Description of Business, Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Potentially Dilutive Securities Excluded from Calculation of Diluted Net Loss per Share Would Be Anti-dilutive (Detail) - shares	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Potentially dilutive securities	12,889,000	9,424,000
Warrants to purchase common stock
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Potentially dilutive securities	4,235,000	4,277,000
Common Stock Options
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Potentially dilutive securities	8,204,000	5,140,000
Common Stock Subject to Repurchase
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Potentially dilutive securities	0	7,000
Restricted Stock Unit
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Potentially dilutive securities	450,000	0

Balance Sheet Details - Accrued Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Research and development	$ 1,535	$ 779
Clinical Trials	1,314	518
Legal fees	159	154
Compensation	1,591	1,955
Other	39	25
Total accrued liabilities	$ 4,638	$ 3,431

Commitments, Contingencies and Related Party Transactions - Additional Information (Details)		3 Months Ended		6 Months Ended
	Apr. 18, 2022 USD ($) ft²	Jun. 30, 2022 USD ($)	Jun. 30, 2021 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2021 USD ($)	Apr. 30, 2022 ft²	Dec. 31, 2021 USD ($)
Commitments And Contingencies [Line Items]
Operating lease liability		$ 157,000		$ 157,000
Shanghai Pharmaceutical (USA) Inc.
Commitments And Contingencies [Line Items]
Amounts receivable		100,000		100,000			$ 400,000
San Diego, California \| Office Space
Commitments And Contingencies [Line Items]
Rent expense		$ 47,000,000	$ 46,000,000	$ 93,000,000	$ 87,000,000
Rentable area \| ft²	3,748					4,677
Lease expiration date	Jul. 31, 2023
Annual base rent	$ 157,000
Lease discount rate		10.00%		10.00%
Operating lease liability		$ 157,000		$ 157,000
Weighted average remaining lease term		1 year 1 month 6 days		1 year 1 month 6 days

Commitments, Contingencies and Related Party Transactions - Summary of Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Lessee, Operating Lease, Liability, to be Paid [Abstract]
2022	$ 79
2023 (7 months)	92
Total lease payments	171
Less imputed interest	(14)
Lease liability	157
Less current portion of lease liability	(144)	$ (75)
Lease liability	$ 13	$ 0

Stockholders' Equity - Equity Incentive Plans (Details) - $ / shares shares in Thousands	1 Months Ended	3 Months Ended		6 Months Ended
	Jul. 31, 2015	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	May 25, 2021
Class Of Stock [Line Items]
Percentage of annual increase in shares reserved for issuance				5.00%
Number of common stock shares provided for issuance of stock awards to its employees		14,993		14,993
2019 incentive award plan
Class Of Stock [Line Items]
Shares of common stock reserved for issuance		1,954,150		1,954,150
2015 plan
Class Of Stock [Line Items]
Options expiration term	10 years
Options vesting period	4 years
2015 plan \| Private Oncternal
Class Of Stock [Line Items]
Number of common stock shares provided for issuance of stock awards to its employees	631,120
2019 Plan And Inducement Plan
Class Of Stock [Line Items]
Number of common stock shares provided for issuance of stock awards to its employees		2,103,953		2,103,953
2019 plan
Class Of Stock [Line Items]
Options expiration term	10 years
Options vesting period	4 years
Inducement Plan
Class Of Stock [Line Items]
Number of common stock shares provided for issuance of stock awards to its employees						2,800,000
2019 and 2015 plan
Class Of Stock [Line Items]
Weighted average grant date fair value per share of option grants				$ 1.43	$ 4.74
Weighted average exercise price, exercised		$ 3.89	$ 3.89

Stockholders' Equity - Stock-Based Compensation Expense (Details) $ in Millions	6 Months Ended
	Jun. 30, 2022 USD ($)
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized compensation cost related to non-vested stock option	$ 15.7
Remaining weighted-average period	3 years
Restricted Stock Unit
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized compensation cost related to non-vested stock option	$ 0.8
Remaining weighted-average period	1 year 6 months

Stockholders' Equity - Common Stock Reserved for Future Issuance (Details) shares in Thousands	Jun. 30, 2022 shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock warrants	4,235
Common stock options issued and outstanding	8,204
Restricted stock unit awards	450
Common stock available for future issuance	14,993
Equity incentive plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock available for future issuance	2,104

Subsequent Event - Additional Information (Details) - USD ($) $ in Thousands	1 Months Ended		6 Months Ended
	Aug. 31, 2022	Jul. 31, 2022	Jun. 30, 2022	Jun. 30, 2021
Subsequent Event [Line Items]
Proceeds from the issuance of common stock			$ 3,871	$ 0
ATM Program \| Common Stock [Member]
Subsequent Event [Line Items]
Common stock shares issued			46,000,000.0
Subsequent Event [Member] \| ATM Program \| Common Stock [Member]
Subsequent Event [Line Items]
Common stock shares issued	2,046,576	2,046,576
Proceeds from the issuance of common stock	$ 2,200	$ 2,200