0000950170-23-061572 | 10-Q | XBRL Viewer

Reverse Merger with Gemini	9 Months Ended
Sep. 30, 2023
Merger [Abstract]
Reverse Merger with Gemini	3. Reverse Merger with Gemini As described in Note 1, Private Disc merged with Gemini on December 29, 2022. The merger was accounted for as a reverse recapitalization with Private Disc as the accounting acquirer. The primary pre-combination assets of Gemini were cash and cash equivalents. Under reverse recapitalization accounting, the assets and liabilities of Gemini were recorded at their fair value which approximated book value due to the short-term nature of the accounts. No goodwill or intangible assets were recognized. Consequently, the condensed consolidated financial statements of the Company reflect the operations of Private Disc for accounting purposes, together with a deemed issuance of shares equivalent to the shares held by the former stockholders of Gemini, the legal acquirer, and a recapitalization of the equity of Private Disc, the accounting acquirer. As part of the reverse recapitalization, the Company acquired $97.4 million of cash and cash equivalents. The Company also obtained prepaids and other assets of $1.8 million and assumed accounts payable and accrued expenses of $7.8 million. Gemini’s development programs had ceased prior to the merger and were deemed to be de minimis in value at the transaction date. In addition, the Company recognized $0.6 million in share-based compensation expense as a result of the acceleration of vesting of stock options, performance stock units and restricted stock units at the time of merger. This amount was recorded in general and administrative expense in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2022. The Company also incurred transaction costs of $7.9 million and this amount is recorded in additional paid-in capital in the consolidated statements of convertible preferred stock and stockholders’ equity (deficit) for the year ended December 31, 2022.

Reverse Merger with Gemini

9 Months Ended

Sep. 30, 2023

3. Reverse Merger with Gemini

As described in Note 1, Private Disc merged with Gemini on December 29, 2022. The merger was accounted for as a reverse recapitalization with Private Disc as the accounting acquirer. The primary pre-combination assets of Gemini were cash and cash equivalents. Under reverse recapitalization accounting, the assets and liabilities of Gemini were recorded at their fair value which approximated book value due to the short-term nature of the accounts. No goodwill or intangible assets were recognized. Consequently, the condensed consolidated financial statements of the Company reflect the operations of Private Disc for accounting purposes, together with a deemed issuance of shares equivalent to the shares held by the former stockholders of Gemini, the legal acquirer, and a recapitalization of the equity of Private Disc, the accounting acquirer.

As part of the reverse recapitalization, the Company acquired $97.4 million of cash and cash equivalents. The Company also obtained prepaids and other assets of $1.8 million and assumed accounts payable and accrued expenses of $7.8 million. Gemini’s development programs had ceased prior to the merger and were deemed to be de minimis in value at the transaction date.

In addition, the Company recognized $0.6 million in share-based compensation expense as a result of the acceleration of vesting of stock options, performance stock units and restricted stock units at the time of merger. This amount was recorded in general and administrative expense in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2022. The Company also incurred transaction costs of $7.9 million and this amount is recorded in additional paid-in capital in the consolidated statements of convertible preferred stock and stockholders’ equity (deficit) for the year ended December 31, 2022.

Subsequent Events - Additional Information (Details) - USD ($) $ in Millions	1 Months Ended	9 Months Ended
	Oct. 31, 2023	Sep. 30, 2023
Subsequent Event [Member]
Subsequent Event [Line Items]
Sale of common stock, shares	59,700,000
ATM Program [Member]
Subsequent Event [Line Items]
Sale of common stock, shares		825,350
ATM Program [Member] \| Subsequent Event [Member]
Subsequent Event [Line Items]
Sale of common stock, shares	59,700,000
Aurigene [Member] \| Subsequent Event [Member]
Subsequent Event [Line Items]
Period for terminate service agreement	90 days
Mabwell [Member] \| Subsequent Event [Member]
Subsequent Event [Line Items]
Future milestone payment	$ 5.0

Stock-Based Compensation - Summary of Fair Value of Stock Option Granted (Details) - $ / shares	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Risk-free interest rate	3.87%	2.24%
Expected term (in years)	7 years 1 month 20 days	6 years
Expected volatility	59.00%	55.00%
Expected dividend yield	0.00%	0.00%
Fair value per share of common stock	$ 41.48	$ 13.41

Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands	1 Months Ended		12 Months Ended
	May 31, 2021	Mar. 31, 2021	Dec. 31, 2022	Sep. 30, 2023
Fair Value Option Quantitative Disclosures [Line Items]
Fair value of contingent value right liability			$ 0	$ 1,500
Measurement input discount rate				13.20%
License Agreement \| Roche [Member]
Fair Value Option Quantitative Disclosures [Line Items]
Common stock issued		482,313	482,313
Percentage of outstanding shares of common stock	2.85%

Cash, Cash Equivalents and Restricted Cash

9 Months Ended

Sep. 30, 2023

Cash and Cash Equivalents [Abstract]

Cash, Cash Equivalents and Restricted Cash

5. Cash, Cash Equivalents and Restricted Cash

Cash, cash equivalents and restricted cash consisted of the following (in thousands):


	September 30,		December 31,
	2023		2022
Cash and cash equivalents	$	370,541	$	194,611
Restricted cash		116		177
Total cash, cash equivalents and restricted cash as shown on the condensed consolidated statements of cash flows	$	370,657	$	194,788

Leases - Schedule of Maturity Analysis of Operating Lease Liability (Details) $ in Thousands	Sep. 30, 2023 USD ($)
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]
Remaining 2023	$ 86
2024	664
2025	850
2026	729
Total minimum lease payments	2,329
Less imputed interest	(369)
Present value of lease liabilities	$ 1,960

Summary of Significant Accounting Policies	9 Months Ended
Summary of Significant Accounting Policies	Sep. 30, 2023
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies Summary of Significant Accounting Policies The significant accounting policies used in preparation of the condensed consolidated financial statements are described in the Company’s audited consolidated financial statements as of and for the year ended December 31, 2022, and the notes thereto, which are included in the Company’s Annual Report on Form 10-K. There have been no material changes to the significant accounting policies previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. Basis of Presentation and Principles of Consolidation The condensed consolidated financial statements include the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The Company’s condensed consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative accounting principles generally accepted in the United States as found in the Accounting Standard Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). Unaudited Interim Condensed Consolidated Financial Information The accompanying condensed consolidated financial statements as of September 30, 2023 and for the three and nine months ended September 30, 2023 and 2022 are unaudited. The financial data and other information contained in the notes hereto as of September 30, 2023 and for the three and nine months ended September 30, 2023 and 2022 are also unaudited. The condensed consolidated balance sheet data as of December 31, 2022 was derived from the Company’s audited consolidated financial statements included in the Company’s Annual Report on Form 10-K. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements, and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments necessary for the fair presentation of the Company’s financial position as of September 30, 2023 and the results of its operations and cash flows for the three and nine months ended September 30, 2023 and 2022. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2022, and the notes thereto, included in the Company’s Annual Report on Form 10-K. The results for the three and nine months ended September 30, 2023 and 2022 are not necessarily indicative of results to be expected for the full years, or any other interim periods, or any future year or period. Use of Estimates The preparation of the Company’s condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to accrued research and development expenses; stock-based compensation expense; the fair value of the common stock prior to the effective date of the merger; the fair value determinations for instruments accounted for at fair value including contingent amounts payable to third parties upon the consummation of specified transactions, including a Roche Qualified Transaction (see Note 4); the fair value of Gemini’s development programs at the Effective Time; the fair value of the CVR; the incremental borrowing rate for determining lease liabilities and right-of-use assets and income taxes. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it has concluded to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates as there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results may differ materially from those estimates or assumptions. Concentration of Credit Risk and of Significant Suppliers 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 and limits its exposure to cash risk by placing its cash with high credit quality accredited financial institutions. The Company has concluded that it is not subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. The Company relies, and expects to continue to rely, on a small number of vendors to manufacture supplies and to process its product candidates for its development programs. These programs could be adversely affected by a significant interruption in the manufacturing process or supply chain. Restricted Cash The Company maintains a letter of credit of $0.1 million for the benefit of its landlord related to its current leased office space in Watertown, Massachusetts which is classified within other assets. The Company is required to maintain a separate cash balance to secure its letter of credit. The Company maintained a letter of credit of less than $0.1 million for leased space in Cambridge, Massachusetts, which was classified within prepaids and other current assets as of December 31, 2022. This lease was terminated in 2021 and the letter of credit was subsequently returned and released from restricted cash. Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which has been subsequently amended by ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-10, ASU 2019-11, ASU 2020-03, and ASU 2022-02 (“ASU 2016-13”). This standard requires that credit losses be recorded using an expected losses model rather than the incurred losses model that was previously used and establishes additional credit risk disclosures associated with financial assets. The amendments in this standard should be applied on a modified retrospective basis to all periods presented. The Company adopted ASU 2016-13 on January 1, 2023 using the modified retrospective approach. The adoption of this standard did not have a material effect on the Company’s financial position, results of operations or disclosures. Recently Issued Accounting Pronouncements Not Yet Adopted Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s condensed consolidated financial statements upon adoption.

Cash, Cash Equivalents and Restricted Cash - Reconciliation of Cash and Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Sep. 30, 2022	Dec. 31, 2021
Cash and Cash Equivalents [Abstract]
Cash and cash equivalents	$ 370,541	$ 194,611
Restricted cash	116	177
Total cash, cash equivalents and restricted cash as shown on the consolidated statements of cash flows	$ 370,657	$ 194,788	$ 55,650	$ 88,213

Consolidated Statements of Stockholders' Equity (Deficit) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2023	Mar. 31, 2023
Common stock in registered direct offering, net of issuance costs		$ 80
Pre-funded warrants in registered direct offering, net of issuance costs		66
Common stock in follow on public offering, net of issuance costs	$ 9,272
Pre-funded warrants in follow on public offering, net of issuance costs	627
Common stock in at-the-market offerings, net of issuance costs	$ 119	$ 408

Leases - Schedule of Components of Company's Lease Expense and Other Information (Details 2) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Leases [Abstract]
Weighted average remaining lease term	3 years 2 months 1 day	4 years 1 month 28 days
Weighted average discount rate	10.00%	5.50%
Operating cash flows used in operating leases	$ 186	$ 388

Fair Value Measurements

9 Months Ended

Sep. 30, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

4. Fair Value Measurements

The following tables present information about the Company’s assets and liabilities that are regularly measured and carried at fair value on a recurring basis and indicate the level within the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value, which is described further within Note 2 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

Financial assets and liabilities measured at fair value on a recurring basis are summarized as follows (in thousands):


	September 30, 2023
	Level 1		Level 2		Level 3
Assets
Cash equivalents:
Money market funds	$	66,805	$	—	$	—
U.S. Treasury notes		—		187,281		—
Total	$	66,805	$	187,281	$	—
Liabilities
Contingent value right liability	$	—	$	—	$	1,500
Total	$	—	$	—	$	1,500


	December 31, 2022
	Level 1		Level 2		Level 3
Assets
Cash equivalents:
Money market funds	$	40,783	$	—	$	—
Total	$	40,783	$	—	$	—

The fair value of the Company’s Level 1 cash equivalents, consisting of money market funds, is based on quoted market prices in active markets with no valuation adjustment. The fair value of the Company’s Level 2 cash equivalents, consisting of U.S. Treasury notes with original maturities of three months or less, is determined through third-party pricing services. The amortized cost of the U.S. treasury notes approximates the fair value. There have been no impairments of the Company’s assets measured and carried at fair value during the three and nine months ended September 30, 2023 and 2022. In addition, there were

no changes in valuation techniques or transfers between Level 1, Level 2 and Level 3 financial assets during the three and nine months ended September 30, 2023 and 2022. The Company did not have any non-recurring fair value measurements on any assets or liabilities during the three and nine months ended September 30, 2023 and 2022.

In May 2021, the Company entered into a license agreement (the “Roche Agreement”) with F. Hoffmann-La Roche Ltd. and Hoffmann-La Roche Inc. (together, “Roche”) pursuant to which Roche granted the Company an exclusive and sublicensable worldwide license under certain patent rights and know-how to develop, manufacture and commercialize certain compounds (the “Compounds”) as further described in Note 8. The Company recognized a liability in connection with the Roche Agreement which included an obligation to issue a variable number of shares of the Company’s common stock to Roche for no additional consideration upon the Company’s completion of an initial public offering or certain merger transactions (a “Roche Qualified Transaction”). Prior to settlement in Q4 2022, the fair value measurement of the derivative liability was classified as Level 3 under the fair value hierarchy as it was valued using certain unobservable inputs. These inputs included: (1) the Company’s estimated shares outstanding and fair value per share upon completion of a Roche Qualified Transaction and (2) the probability of the Company completing a Roche Qualified Transaction. The number of shares of common stock to be issued to Roche was estimated to be approximately 2.85% of the outstanding shares of common stock of the combined company as of immediately after the completion of a Roche Qualified Transaction, including the exercise by the underwriters thereof of any overallotment option, if applicable. The Company remeasured the derivative liability based on the stock price of its publicly-traded common stock on December 29, 2022. The change in the fair value for the period was recorded in the condensed consolidated statements of operations and comprehensive loss in the change in fair value of derivative liability. Upon completion of the merger, the Company issued 482,313 shares of common stock to Roche, thereby settling the derivative liability, with the fair value of the common stock at the time of issuance recorded as additional paid-in capital.

As described in Note 1, in connection with the merger, the stockholders of Gemini at the Effective Time received a CVR to receive consideration from the Company upon its receipt of certain proceeds, resulting from a disposition of Gemini’s pre-merger assets within one year after the closing of the merger, calculated in accordance with the CVR Agreement. The fair value of the CVR liability was $1.5 million as of September 30, 2023 and de minimis as of December 31, 2022. The fair value of the CVR liability was determined based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The Company used a discounted cash flow approach to value the CVR liability. As inputs into the valuation, the Company considered the probabilities of success of certain potential payments, the amount of the payments, and a discount rate of 13.2% determined using an implied credit spread adjusted based on companies with similar credit risk.

The following table provides a summary of changes in fair value of the Level 3 liabilities for the three and nine months ended September 30, 2023 and 2022 (in thousands):


	Three and Nine Months Ended September 30, 2023		Three and Nine Months Ended September 30, 2022
	Contingent value right liability		Derivative liability
Balance at December 31	$	—	$	6,450
Change in fair value		—		(100	)
Balance at March 31		—		6,350
Change in fair value		1,500		(2,390	)
Balance at June 30		1,500		3,960
Change in fair value		—		5,940
Balance at September 30	$	1,500	$	9,900

- 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

Property and Equipment, Net

9 Months Ended

Sep. 30, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

6. Property and Equipment, Net

Property and equipment, net consisted of the following (in thousands):


	September 30,			December 31,
	2023			2022
Computer equipment	$	232		$	169
Furniture and fixtures		171			144
Less: Accumulated depreciation		(220	)		(145	)
Property and equipment, net	$	183		$	168

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	24,139,078	17,405,231
Common stock, shares outstanding	24,139,078	17,403,315

Stock-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2023

Share-Based Payment Arrangement [Abstract]

Schedule of Stock Option Activity

The following table summarizes stock option activity for the nine months ended September 30, 2023.


	Number of Options			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (In Years)		Aggregate Intrinsic Value (In Thousands)
Outstanding at December 31, 2022		2,640,590		$	16.19		8.08	$	25,513
Granted		181,246			41.48
Exercised		(175,191	)		11.38
Forfeited		(17,684	)		15.00
Expired		(70,430	)		102.56
Outstanding at September 30, 2023		2,558,531		$	15.95		7.77	$	86,191
Exercisable at September 30, 2023		1,285,226		$	16.00		6.84	$	46,219

Summary of Fair Value of Stock Option Granted

The weighted-average assumptions used to estimate the fair value of stock options granted were as follows:


	Nine Months Ended September 30,
	2023			2022
Risk-free interest rate		3.87	%		2.24	%
Expected term (in years)		7.14			6.00
Expected volatility		59	%		55	%
Expected dividend yield		0	%		0	%
Fair value per share of common stock	$	41.48		$	13.41

Schedule of Restricted Stock Unit Activity

A summary of restricted common stock activity is as follows:


	Nine Months Ended September 30,
	2023			2022
Unvested at the beginning of the year		1,916			10,170
Vested		(1,916	)		(6,854	)
Unvested at the end of the period		—			3,316

Summary of Stock-based Compensation Expense

Total stock-based compensation expense recorded as research and development and general and administrative expenses, respectively, for employees, directors and non-employees is as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Research and development	$	455	$	140	$	1,167	$	422
General and administrative		815		242		2,436		674
Total stock-based compensation expense	$	1,270	$	382	$	3,603	$	1,096

Organization and Nature of the Business - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended	12 Months Ended
	Aug. 09, 2022	Mar. 31, 2021	Dec. 31, 2022	Sep. 30, 2023	Dec. 29, 2022
Nature Of Business [Line Items]
Cash and cash equivalents for operations			$ 194,611	$ 370,541
Common stock share exchange value			$ 0.0001	$ 0.0001
Accumulated deficit			$ (112,216)	$ (165,066)
Disc Medicine Inc [Member]
Nature Of Business [Line Items]
Purchase price	$ 53,500
Common stock share exchange value	$ 0.1096				$ 0.1096
Percentage of common stock outstanding	74.00%
License Agreement \| Roche
Nature Of Business [Line Items]
Stock Issued During Period, Shares, New Issues		482,313	482,313

Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
Statements of Cash Flows - USD ($) $ in Thousands	Sep. 30, 2023	Sep. 30, 2022
Cash flows from operating activities:
Net loss	$ (52,850)	$ (35,583)
Adjustments to reconcile net loss to net cash used in operations:
Depreciation and amortization	75	64
Stock-based compensation	3,603	1,096
Change in fair value of contingent value right liability	1,500	0
Change in fair value of derivative liability	0	3,450
Noncash lease expense	180	129
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	341	(1,689)
Other assets	0	64
Accounts payable	(7,710)	600
Accrued expenses	(717)	(472)
Operating lease liabilities	(88)	(246)
Net cash used in operating activities	(55,666)	(32,587)
Cash flows from investing activities:
Purchase of property and equipment	(86)	(139)
Net cash used in investing activities	(86)	(139)
Cash flows from financing activities:
Proceeds from sale of common stock in offerings, net of issuance costs paid	192,126	0
Proceeds from sale of pre-funded warrants in offerings, net of issuance costs paid	37,579	0
Proceeds from stock option exercises	1,916	163
Net cash provided by financing activities	231,621	163
Net increase (decrease) in cash, cash equivalents and restricted cash	175,869	(32,563)
Cash, cash equivalents and restricted cash, beginning of period	194,788	88,213
Cash, cash equivalents and restricted cash, end of period	370,657	55,650
Supplemental cash flow information
Cash paid for income taxes	78	0
Supplemental disclosure of non-cash activities
Purchases of property and equipment included in accounts payable and accrued expenses	4	0
Right-of-use assets obtained in exchange for new operating lease liabilities	1,106	0
Decrease in right-of-use assets related to lease modifications	422	0
Decrease in operating lease liabilities due to lease modifications	392	0
Deferred issuance costs on sale of common stock and pre-funded warrants in offerings included in accounts payable and accrued expenses	$ 215	$ 288

Convertible Preferred Stock

9 Months Ended

Sep. 30, 2023

Stockholders' Equity Note [Abstract]

Convertible Preferred Stock

9. Convertible Preferred Stock

As of September 30, 2023, the Company was authorized to issue up to 10,000,000 shares of preferred stock at a par value of $0.0001, with no shares issued or outstanding.

Immediately prior to the Effective Time, each share of Private Disc’s preferred stock was converted into a share of Private Disc’s common stock. At the closing of the merger, the shares of Private Disc’s common stock were converted into shares of the Company’s common stock based on the Exchange Ratio.

Net Loss Per Share (Tables)

9 Months Ended

Sep. 30, 2023

Earnings Per Share [Abstract]

Schedule of Antidilutive Securities Excluded from Computation of Diluted Net Loss Per Share Attributable to Common Stock holders

The Company excluded the following from the computation of diluted net loss per share attributable to common stockholders because including them would have had an anti-dilutive effect:


	September 30,
	2023		2022
Series Seed convertible preferred stock		—		5,000,000
Series A convertible preferred stock		—		41,666,666
Series B convertible preferred stock		—		37,499,999
Unvested restricted common stock		—		3,316
Options to purchase common stock		2,558,531		1,606,917

Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Sep. 30, 2023	Dec. 31, 2022
Cash And Cash Equivalents [Line Items]
Restricted cash, non-current		$ 116	$ 177
Lease termination year	2021
Standby Letters of Credit
Cash And Cash Equivalents [Line Items]
Restricted cash, non-current		$ 100

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2023	Nov. 07, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Trading Symbol	IRON
Entity Registrant Name	Disc Medicine, Inc.
Entity Central Index Key	0001816736
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Common Stock, Shares Outstanding		24,140,428
Entity File Number	001-39438
Entity Tax Identification Number	85-1612845
Entity Address, Address Line One	321 Arsenal Street, Suite 101
Entity Address, City or Town	Watertown
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02472
City Area Code	617
Local Phone Number	674-9274
Entity Incorporation, State or Country Code	DE
Title of 12(b) Security	Common Stock, $0.0001 Par Value
Security Exchange Name	NASDAQ
Document Quarterly Report	true
Document Transition Report	false

Related Party Transactions

9 Months Ended

Sep. 30, 2023

Related Party Transactions

16. Related Party Transactions

The landlord of the Company’s leased office space in Watertown, Massachusetts is a related party of the Company due to its equity ownership.

In February 2023, certain existing investors participated in the Company’s registered direct offering (see Note 10).

In March 2023, the Company executed a promissory note for an aggregate principal amount of $0.5 million from an existing investor. The Company did not use these funds and repaid the note four days later, recording a de minimis amount of interest expense based on the then Federal funds rate for short term loans of 4.5% per annum.

In June 2023, an existing investor participated in the Company’s follow-on offering (see Note 10).

- Definition

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

+ References

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

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Fair Value Measurements - Summary of Changes in Fair Value of the Level 3 Liabilities (Details) - FairValue Measurements Recurring [Member] - Level 3 [Member] - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Begining Balance	$ 1,500	$ 0	$ 0
Begining Balance				$ 3,960	$ 6,350	$ 6,450
Change in fair value of Contingent value right liability	0	1,500	0
Change in fair value of derivative liability				5,940	(2,390)	(100)
Ending Balance	$ 1,500	$ 1,500	$ 0
Ending Balance				$ 9,900	$ 3,960	$ 6,350

Common Stock

9 Months Ended

Sep. 30, 2023

Stockholders' Equity Note [Abstract]

Common Stock

10. Common Stock

At the closing of the merger, the shares of Private Disc’s common stock were converted into shares of the Company’s common stock based on the Exchange Ratio.

As of September 30, 2023, the authorized capital stock of the Company included 100,000,000 shares of common stock, $0.0001 par value per share. Prior to the merger, the holders of Private Disc’s common stock were subject to and qualified by the rights, powers and preferences of the holders of the Preferred Stock. Each share of common stock entitles the holder to one vote on all matters submitted to the stockholders for a vote.

As of September 30, 2023, the Company has 2,558,531 shares of common stock reserved for the exercise of stock options and 204,081 shares of common stock reserved for the exercise of pre-funded warrants.

Registration Statements Resulting from the Merger

In January 2023, as a result of the merger, the Company filed a resale registration statement on Form S-3 with the Securities and Exchange Commission (“SEC”), which covered the proposed resale or other disposition by certain stockholders of up to an aggregate of 12,635,956 shares of the Company’s common stock. The Company also filed a registration statement on Form S-8 with the SEC, which registered 1,672,599 shares of common stock issuable with respect to Private Disc options assumed by the Company pursuant to the Merger Agreement as well as 2,035,103 additional shares of common stock reserved and available for

future issuance under the 2021 Plan and 180,894 additional shares of common stock reserved and available for future issuance under the 2021 Employee Stock Purchase Plan (the “2021 ESPP”).

ATM Program

In January 2023, the Company filed a shelf registration statement on Form S-3 with the SEC, which covered the offering, issuance and sale by the Company of up to an aggregate of $300.0 million of the Company’s common stock, preferred stock, debt securities, warrants or units. Subsequently in January 2023, the Company entered into a Sales Agreement (the “Sales Agreement”) with SVB Securities LLC, as sales agent, to provide for the offering, issuance and sale by the Company of up to $100.0 million of the Company’s common stock from time to time in “at-the-market” (“ATM”) offerings under the shelf. Under this program, the Company offered and sold, from time to time at its sole discretion, shares of its common stock through SVB Securities LLC as its sales agent. In an ATM offering, exchange-listed companies incrementally sell newly issued shares into the secondary trading market through a designated broker-dealer at prevailing market prices. Effective June 12, 2023, the ATM program was suspended. Following the date of the ATM suspension, the Company did not make any further sales of its common stock pursuant to the Sales Agreement. The Sales Agreement was terminated effective September 28, 2023. In connection with the ATM suspension, the Company recognized the remaining capitalized issuance costs of $0.3 million as general and administrative expense in the consolidated statements of operations and comprehensive loss for the nine months ended September 30, 2023.

As of September 30, 2023, the Company had sold an aggregate of 825,350 shares of common stock in at-the-market offerings under the shelf. Aggregate gross proceeds from the transactions were $20.0 million and the Company received $19.5 million in net proceeds, after deducting placement agent fees and offering expenses.

Registered Direct Offering

In February 2023, the Company entered into a securities purchase agreement, with certain investors. Pursuant to the securities purchase agreement, the Company sold an aggregate of 1,488,166 shares of the Company’s common stock, at a purchase price of $23.00 per share, and with respect to a certain investor, in lieu of shares of the Company’s common stock, pre-funded warrants to purchase an aggregate of 1,229,224 shares of the Company’s common stock, at a purchase price of $22.9999 per pre-funded warrant, for aggregate net proceeds of $62.4 million, after deducting offering expenses of $0.1 million.

The pre-funded warrants provide that the holder will not have the right to exercise any portion of its warrants if such holder, together with its affiliates, would beneficially own in excess of 9.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to such exercise (the “Beneficial Ownership Limitation”); provided, however, that the holder may increase or decrease the Beneficial Ownership Limitation by giving 61 days’ notice, but not to any percentage in excess of 19.99%. The investors or their affiliates are beneficial holders of more than 5% of the Company’s capital stock. The pre-funded warrants meet the condition for equity classification and were therefore recorded as a component of stockholders’ equity within additional paid-in capital at the time of their issuance.

During the three months ended September 30, 2023, all of the pre-funded warrants were exercised in a cashless transaction which resulted in 1,229,221 shares of common stock being issued to the investor.

Follow-On Public Offering

In June 2023, the Company issued 3,015,919 shares of its common stock upon the completion of its public follow-on offering, which included the exercise in full by the underwriters of their option to purchase up to 420,000 additional shares of common stock, at a public offering price of $49.00 per share. The Company also sold, in lieu of shares of the Company’s common stock, pre-funded warrants to purchase an aggregate of 204,081 shares of common stock at a price of $48.9999 per pre-funded warrant. The Company received aggregate net proceeds of $147.9 million, after deducting offering expenses of $9.9 million.

The pre-funded warrants provide that the holder will not have the right to exercise any portion of its warrants if such holder, together with its affiliates, would beneficially own in excess of 24.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise (the “Ownership Limit”). Purchasers of the pre-funded warrants may also elect to set the initial Ownership Limit at 4.99%, 9.99% or 19.99%. Upon at least 61 days’ prior notice from the holder to the Company, the holder may increase or decrease the Ownership Limit up to 24.99%, provided however that purchasers that select an Ownership Limit of 19.99% or less will only be allowed to increase the Ownership Limit above 19.99% if such increase would not result in a change of control under the rules and regulations of the Nasdaq Stock Market LLC. The pre-funded warrants meet the condition for equity classification and were therefore recorded as a component of stockholders’ equity within additional paid-in capital.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Section 50
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

+ Details

Income Taxes

9 Months Ended

Sep. 30, 2023

Income Tax Disclosure [Abstract]

Income Taxes

12. Income Taxes

The Company did not record a provision or benefit for federal income taxes during the three and nine months ended September 30, 2023 and 2022. The Company recorded state income tax expense of less than $0.1 million for the three and nine months ended September 30, 2023, due to interest income. There was no state income tax expense for the three and nine months ended September 30, 2022. The Company continues to maintain a full valuation allowance against all of its deferred tax assets.

The Company has evaluated the positive and negative evidence involving its ability to realize its deferred tax assets and has considered its history of cumulative net losses incurred since inception and its lack of any commercially ready products. The Company has concluded that it is more likely than not that it will not realize the benefits of its deferred tax assets. The Company reevaluates the positive and negative evidence at each reporting period.

The Company has never been examined by the Internal Revenue Service or any other jurisdiction for any tax years and, as such, all years within the applicable statutes of limitations are potentially subject to audit.

- 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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
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-Section 50
-Paragraph 13
-Publisher FASB
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+ Details

Leases (Tables)

9 Months Ended

Sep. 30, 2023

Leases [Abstract]

Schedule of Components of Company's Lease Expense and Other Information

The components of lease expense were as follows (in thousands):


	Nine Months Ended September 30,
	2023		2022
Operating lease costs	$	278	$	321
Variable lease costs		109		133
Total lease expense	$	387	$	454

Other information related to the Company’s leases is as follows (in thousands, except term and discount rate amounts):


	Nine Months Ended September 30,
	2023			2022
Weighted average remaining lease term	3.17 years			4.16 years
Weighted average discount rate		10.0	%		5.5	%
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used in operating leases	$	186		$	388

Schedule of Operating Lease Liability, Maturity

A maturity analysis of the annual undiscounted cash flows reconciled to the carrying value of the operating lease liabilities as of September 30, 2023, reflective of the Company’s election to account for lease and non-lease components together, is as follows (in thousands):


Year Ending December 31,	Operating Leases
Remaining 2023	$	86
2024		664
2025		850
2026		729
Total minimum lease payments		2,329
Less imputed interest		(369	)
Present value of lease liabilities	$	1,960

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2023
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies The significant accounting policies used in preparation of the condensed consolidated financial statements are described in the Company’s audited consolidated financial statements as of and for the year ended December 31, 2022, and the notes thereto, which are included in the Company’s Annual Report on Form 10-K. There have been no material changes to the significant accounting policies previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.
Basis of Presentation and Principles of Consolidation	Basis of Presentation and Principles of Consolidation The condensed consolidated financial statements include the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The Company’s condensed consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative accounting principles generally accepted in the United States as found in the Accounting Standard Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”).
Unaudited Interim Condensed Consolidated Financial Information	Unaudited Interim Condensed Consolidated Financial Information The accompanying condensed consolidated financial statements as of September 30, 2023 and for the three and nine months ended September 30, 2023 and 2022 are unaudited. The financial data and other information contained in the notes hereto as of September 30, 2023 and for the three and nine months ended September 30, 2023 and 2022 are also unaudited. The condensed consolidated balance sheet data as of December 31, 2022 was derived from the Company’s audited consolidated financial statements included in the Company’s Annual Report on Form 10-K. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements, and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments necessary for the fair presentation of the Company’s financial position as of September 30, 2023 and the results of its operations and cash flows for the three and nine months ended September 30, 2023 and 2022. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2022, and the notes thereto, included in the Company’s Annual Report on Form 10-K. The results for the three and nine months ended September 30, 2023 and 2022 are not necessarily indicative of results to be expected for the full years, or any other interim periods, or any future year or period.
Use of Estimates	Use of Estimates The preparation of the Company’s condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to accrued research and development expenses; stock-based compensation expense; the fair value of the common stock prior to the effective date of the merger; the fair value determinations for instruments accounted for at fair value including contingent amounts payable to third parties upon the consummation of specified transactions, including a Roche Qualified Transaction (see Note 4); the fair value of Gemini’s development programs at the Effective Time; the fair value of the CVR; the incremental borrowing rate for determining lease liabilities and right-of-use assets and income taxes. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it has concluded to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates as there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results may differ materially from those estimates or assumptions.
Concentration of Credit Risk and of Significant Suppliers	Concentration of Credit Risk and of Significant Suppliers 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 and limits its exposure to cash risk by placing its cash with high credit quality accredited financial institutions. The Company has concluded that it is not subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. The Company relies, and expects to continue to rely, on a small number of vendors to manufacture supplies and to process its product candidates for its development programs. These programs could be adversely affected by a significant interruption in the manufacturing process or supply chain.
Restricted Cash	Restricted Cash The Company maintains a letter of credit of $0.1 million for the benefit of its landlord related to its current leased office space in Watertown, Massachusetts which is classified within other assets. The Company is required to maintain a separate cash balance to secure its letter of credit. The Company maintained a letter of credit of less than $0.1 million for leased space in Cambridge, Massachusetts, which was classified within prepaids and other current assets as of December 31, 2022. This lease was terminated in 2021 and the letter of credit was subsequently returned and released from restricted cash.
Recently Adopted and Issued Accounting Pronouncements	Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which has been subsequently amended by ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-10, ASU 2019-11, ASU 2020-03, and ASU 2022-02 (“ASU 2016-13”). This standard requires that credit losses be recorded using an expected losses model rather than the incurred losses model that was previously used and establishes additional credit risk disclosures associated with financial assets. The amendments in this standard should be applied on a modified retrospective basis to all periods presented. The Company adopted ASU 2016-13 on January 1, 2023 using the modified retrospective approach. The adoption of this standard did not have a material effect on the Company’s financial position, results of operations or disclosures. Recently Issued Accounting Pronouncements Not Yet Adopted Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s condensed consolidated financial statements upon adoption.

Fair Value Measurements (Table)

9 Months Ended

Sep. 30, 2023

Fair Value Disclosures [Abstract]

Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis

Financial assets and liabilities measured at fair value on a recurring basis are summarized as follows (in thousands):


	September 30, 2023
	Level 1		Level 2		Level 3
Assets
Cash equivalents:
Money market funds	$	66,805	$	—	$	—
U.S. Treasury notes		—		187,281		—
Total	$	66,805	$	187,281	$	—
Liabilities
Contingent value right liability	$	—	$	—	$	1,500
Total	$	—	$	—	$	1,500


	December 31, 2022
	Level 1		Level 2		Level 3
Assets
Cash equivalents:
Money market funds	$	40,783	$	—	$	—
Total	$	40,783	$	—	$	—

Summary of Changes in Fair Value of the Level 3 Liabilities

The following table provides a summary of changes in fair value of the Level 3 liabilities for the three and nine months ended September 30, 2023 and 2022 (in thousands):


	Three and Nine Months Ended September 30, 2023		Three and Nine Months Ended September 30, 2022
	Contingent value right liability		Derivative liability
Balance at December 31	$	—	$	6,450
Change in fair value		—		(100	)
Balance at March 31		—		6,350
Change in fair value		1,500		(2,390	)
Balance at June 30		1,500		3,960
Change in fair value		—		5,940
Balance at September 30	$	1,500	$	9,900

Development and License Agreements

9 Months Ended

Sep. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Development and License Agreements

8. Development and License Agreements

License Agreement and Master Service Agreement with Aurigene Discoveries Technology Limited (“Aurigene”)

In February 2018, the Company entered into a license agreement with Aurigene, pursuant to which Aurigene granted the Company an exclusive worldwide license, with the right to grant sublicenses, to certain Aurigene intellectual property. Concurrent with the execution of the Aurigene license agreement, the parties entered into a master services agreement, which provided for Aurigene to provide future development services to the Company on a full-time equivalent cost basis and consumable costs incurred basis. The Company terminated the master service agreement effective in March 2023.

Pursuant to the license agreement, the Company agreed to pay an upfront fee of $0.1 million and annual maintenance fees up to $0.2 million for the licensed intellectual property. The Company may also be obligated to make future milestone payments of up to $7.1 million for the first licensed product based on the achievement of certain development and regulatory milestones. The term of the license agreement expires on a licensed product-by-licensed product and country-by-country basis on the expiration of the last-to-expire valid claim under the licensed intellectual property rights in such country. The Company can terminate the agreement, for convenience, with 90 days’ notice to Aurigene. The agreement can also be terminated by either party due to insolvency or by Aurigene due to a material breach after a specified cure period.

During the three and nine months ended September 30, 2023, the Company recorded research and development expense related to its arrangements with Aurigene of zero and $0.3 million, respectively, compared to expense for the three and nine months ended September 30, 2022 of $0.2 million and $0.6 million, respectively.

License and Stock Purchase Agreement with AbbVie Deutschland GmbH & Co. KG (“AbbVie”)

In September 2019, the Company entered into an agreement with AbbVie, pursuant to which AbbVie granted the Company an exclusive license, with the right to grant sublicenses, to certain AbbVie intellectual property.

Under this agreement, the Company paid a non-refundable, non-creditable upfront fee of $0.6 million. The Company is also obligated to make future payments upon the achievement of certain development, commercialization and sales-based milestones up to $18.0 million, $45.0 million and $87.5 million, respectively on a licensed product-by-licensed product basis. In addition, the Company is also obligated to pay royalties based on net sales of the licensed products on a licensed product-by-licensed product and country-by-country basis. As of September 30, 2023, none of the milestones had been achieved.

The Company’s royalty obligation expires on a licensed product-by-licensed product and country-by-country basis upon the expiration of the last-to-expire valid claim under the licensed intellectual property rights in such country. Unless terminated earlier, the agreement expires upon the expiration of the Company’s royalty obligation for all licensed products. AbbVie can terminate the

agreement if the Company fails to make any payments within a specified period after receiving written notice of such failure, or in the event of a material breach by the Company and failure to cure such breach within a certain period of time.

License Agreement with Roche

In connection with the Roche Agreement, the Company paid Roche an upfront, non-refundable exclusivity payment of $0.5 million in March 2021. Upon execution of the Roche Agreement in May 2021, the Company paid Roche an additional upfront, non-refundable payment of $4.0 million.

The Company is obligated to make contingent payments to Roche up to an aggregate of $50.0 million in development and regulatory milestone payments for development and approval in a first indication and up to an aggregate of $35.0 million in development and regulatory milestone payments for development and approval in a second indication. The Company is also obligated to make contingent payments to Roche up to an aggregate of $120.0 million based on achievement of certain thresholds for annual net sales of licensed products. Roche is also eligible to receive tiered royalties on net sales of commercialized products, at rates ranging from high single-digits to high teens.

A description of the derivative liability related to the Roche agreement settled in 2022 is included in Note 4.

License Agreement with Mabwell

In January 2023, the Company entered into an exclusive license agreement with Mabwell Therapeutics, Inc. (“Mabwell”), pursuant to which Mabwell granted the Company an exclusive and sublicensable license to certain Mabwell intellectual property.

In connection with the agreement, the Company paid Mabwell an upfront payment of $10.0 million in March 2023. In addition, the Company is obligated to pay certain development and regulatory milestone payments for the licensed products, for up to three indications, up to a maximum aggregate amount of $127.5 million, as well as certain commercial milestone payments for certain licensed product net sales achievements, up to a maximum aggregate amount of $275.0 million. The Company is further obligated to pay a tiered percentage of revenue that the Company receives from its sublicensees ranging from a low third decile percentage to a low first decile percentage. In addition, the Company is obligated to pay Mabwell a royalty on annual net sales of all licensed products at a tiered rate ranging from low single-digits to high single-digits.

Organization and Nature of the Business

9 Months Ended

Sep. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Nature of the Business

1. Organization and Nature of the Business

Disc Medicine, Inc. (together with its subsidiaries, the “Company”) is a clinical-stage biopharmaceutical company focused on the discovery, development, and commercialization of novel treatments for patients suffering from serious hematologic diseases. The Company has assembled a portfolio of clinical and preclinical product candidates that aim to modify fundamental biological pathways associated with the formation and function of red blood cells, specifically heme biosynthesis and iron homeostasis. The Company’s current pipeline includes, bitopertin for the treatment of erythropoietic porphyrias (“EPs”) including erythropoietic protoporphyria (“EPP”), and X-linked protoporphyria (“XLP”), and Diamond-Blackfan Anemia (“DBA”); DISC-0974 for the treatment of anemia of myelofibrosis (“MF”), and anemia of chronic kidney disease (“CKD”); and MWTX-003 for the treatment of polycythemia vera (“PV”), and other hematologic disorders. In addition, the Company’s preclinical programs also include DISC-0998, for the treatment of anemia associated with inflammatory diseases. The Company’s approach to product candidate development leverages well-understood molecular mechanisms that have been validated in humans. The Company believes that each of its product candidates, if approved, has the potential to improve the lives of patients suffering from hematologic diseases. The Company was founded in October 2017. The Company’s principal offices are in Watertown, Massachusetts.

The Company is subject to a number of risks and uncertainties common to development stage companies in the biotechnology industry, including, but not limited to, risks associated with completing preclinical studies and clinical trials, receiving regulatory approvals for product candidates, development by competitors of new biopharmaceutical products, dependence on key personnel, reliance on third-party organizations, protection of proprietary technology, compliance with government regulations, the impact of public health crises such as pandemics and the ability to secure additional capital to fund operations. The Company’s research and development programs will require significant additional research and development efforts, including preclinical and clinical testing and regulatory approval, prior to commercialization. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will realize revenue from product sales.

Reverse Merger with Gemini

On August 9, 2022, Gemini Therapeutics, Inc., a Delaware corporation (“Gemini”), Gemstone Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Gemini (“Merger Sub”), and Disc Medicine, Inc., a Delaware corporation (“Private Disc”), entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”). The merger was completed on December 29, 2022. In accordance with the Merger Agreement, the Merger Sub merged with and into Private Disc, with Private Disc surviving as a wholly-owned subsidiary of the Company (the “merger”). Gemini changed its name to Disc Medicine Inc., and Private Disc, which remains as a wholly-owned subsidiary of the Company, changed its name to Disc Medicine Opco, Inc. On December 30, 2022, the combined company’s common stock began trading on The Nasdaq Capital Market under the ticker symbol “IRON.”

Except as otherwise indicated, references herein to “Disc,” the “Company,” or the “combined company”, refer to Disc Medicine, Inc. on a post-merger basis, and the term “Private Disc” refers to the business of privately-held Disc Medicine, Inc., prior to completion of the merger. References to Gemini refer to Gemini Therapeutics, Inc. prior to completion of the merger.

Pursuant to the terms of the Merger Agreement, at the effective time of the merger (the “Effective Time”), each then outstanding share of Private Disc common stock (including shares of common stock issued upon conversion of the Company’s preferred stock (see Note 9) and shares of the Company’s common stock issued in the Private Disc pre-closing financing defined below) was exchanged for 0.1096 shares of Gemini’s common stock (the “Exchange Ratio”), after taking into account the Reverse Stock Split, as defined below. In addition, each option to purchase Private Disc shares that was outstanding and unexercised immediately prior to the Effective Time was converted into an option to purchase shares of Gemini based on the Exchange Ratio. Immediately following the merger, stockholders of Private Disc owned approximately 74% of the outstanding common stock of the combined company. The merger was intended to qualify for federal income tax purposes as a tax-free reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended.

At the Effective Time, each person who as of immediately prior to the Effective Time was a stockholder of record of Gemini or had the right to receive Gemini’s common stock received a contractual contingent value right (“CVR”) issued by Gemini subject to and in accordance with the terms and conditions of a Contingent Value Rights Agreement between Gemini, the holder’s representative and the rights agent (the “CVR Agreement”), representing the contractual right to receive consideration from the post-closing combined company upon the receipt of certain proceeds from a disposition of Gemini’s pre-merger assets during the period that is one year after the closing of the merger, calculated in accordance with the CVR Agreement. As of September 30, 2023, no such proceeds were received (See Note 4).

In connection with the Merger Agreement, certain third parties entered into a subscription agreement with Private Disc to purchase shares of Private Disc’s common stock for an aggregate purchase price of $53.5 million (the “pre-closing financing”).

Shares of Private Disc’s common stock issued pursuant to the pre-closing financing were converted into shares of the Company’s common stock based on the Exchange Ratio.

The merger was accounted for as a reverse recapitalization in accordance with U.S. GAAP. For accounting purposes, Private Disc was considered to be acquiring the assets and liabilities of Gemini in the merger based on the terms of the Merger Agreement and other factors, including: (i) Private Disc’s stockholders own a majority of the voting rights in the combined company; (ii) Private Disc designated a majority (eight of nine) of the initial members of the board of directors of the combined company; (iii) Private Disc’s executive management team became the management of the combined company; (iv) the pre-combination assets of Gemini were primarily cash and cash equivalents and other non-operating assets (the in-process research and development assets potentially remaining as of the combination were considered to be of de minimis value); and (v) the combined company was named Disc Medicine, Inc. and is headquartered in Private Disc’s office in Watertown, Massachusetts. Accordingly, the merger was treated as the equivalent of Private Disc issuing stock to acquire the net assets of Gemini. As a result of the merger, the net assets of Gemini were recorded at their acquisition-date fair value in the financial statements of the Company and the reported operating results prior to the merger are those of Private Disc.

Pursuant to the terms of the Roche Agreement (see Note 4), immediately following the Effective Time, the Company issued 482,313 shares of the combined company to Roche for no consideration.

Reverse Stock Split and Exchange Ratio

On December 29, 2022, in connection with, and prior to the completion of, the merger, Gemini effected a one-for-ten reverse stock split of its then outstanding common stock (the “Reverse Stock Split”). The par value and the authorized shares of the common stock were not adjusted as a result of the Reverse Stock Split. All of Gemini’s issued and outstanding common stock have been retroactively adjusted to reflect this Reverse Stock Split for all periods presented.

All issued and outstanding Private Disc common stock, convertible preferred stock and options prior to the effective date of the merger have been retroactively adjusted to reflect the 0.1096 Exchange Ratio, which reflects the impact of the reverse stock split, for all periods presented.

Liquidity and Capital Resources

The Company’s condensed consolidated financial statements have been prepared on the basis of the Company continuing as a going concern. The Company expects that its existing cash and cash equivalents as of September 30, 2023 of $370.5 million will enable the Company to fund its planned operating expense and capital expenditure requirements for at least twelve months from the date of issuance of these condensed consolidated financial statements. The Company has incurred recurring losses and negative cash flows from operations since inception. As of September 30, 2023, the Company had an accumulated deficit of $165.1 million. The Company expects its operating losses and negative operating cash flows to continue into the foreseeable future. The future viability of the Company is dependent on its ability to generate cash from operating activities or to raise additional capital to finance its operations. There can be no assurance that the Company will ever earn revenues or achieve profitability, or if achieved, that the revenues or profitability will be sustained on a continuing basis. In addition, the Company’s preclinical and clinical development activities, manufacturing and commercialization of the Company’s product candidates, if approved, will require significant additional financing.

Net Loss Per Share - Additional Information (Details)	9 Months Ended
Net Loss Per Share - Additional Information (Details)	Sep. 30, 2023 shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Exercise of pre-funded warrants shares	1,229,224
Shares issued upon exercise of warrants	1,229,221
Pre-funded warrants outstanding	204,081

Convertible Preferred Stock - Additional Information (Details)	Sep. 30, 2023 $ / shares shares
Class of Stock [Line Items]
Preferred stock, shares authorized	10,000,000
Preferred stock par value (in Dollars per share) \| $ / shares	$ 0.0001
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0

- Definition

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

+ References

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+ Details

Property and Equipment, Net - Schedule of Property Plant and Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Property Plant And Equipment [Line Items]
Less: Accumulated depreciation	$ (220)	$ (145)
Property and equipment, net	183	168
Computer Equipment
Property Plant And Equipment [Line Items]
Property and equipment	232	169
Furniture and Fixtures
Property Plant And Equipment [Line Items]
Property and equipment	$ 171	$ 144

Stock-Based Compensation - Schedule of Restricted Stock Unit Activity (Details) - shares	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unvested at the beginning of the year	1,916	10,170
Vested	(1,916)	(6,854)
Unvested at the end of the year	0	3,316

- Definition

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-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(ii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(iii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(iv)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(v)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

+ Details

Stock-Based Compensation - Summary of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 1,270	$ 382	$ 3,603	$ 1,096
Research and Development
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	455	140	1,167	422
General and Administrative
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 815	$ 242	$ 2,436	$ 674

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 370,541	$ 194,611
Prepaid expenses and other current assets	3,722	3,880
Total current assets	374,263	198,491
Property and equipment, net	183	168
Right-of-use assets, operating leases	1,935	1,430
Other assets	116	116
Total assets	376,497	200,205
Current liabilities:
Accounts payable	8,496	16,162
Accrued expenses	5,567	6,109
Operating lease liabilities, current	353	307
Total current liabilities	14,416	22,578
Operating lease liabilities, non-current	1,607	1,027
Contingent value right liability	1,500	0
Total liabilities	17,523	23,605
Commitments and contingencies (Note 14)
Stockholders' equity:
Common stock, $0.0001 par value; 100,000,000 shares authorized as of September 30, 2023 and December 31, 2022; 24,139,078 and 17,405,231 shares issued September 30, 2023 and December 31, 2022, respectively; and 24,139,078 and 17,403,315 shares outstanding as of September 30, 2023 and December 31, 2022, respectively	2	2
Additional paid-in capital	524,038	288,814
Accumulated deficit	(165,066)	(112,216)
Total stockholders' equity	358,974	176,600
Total liabilities and stockholders equity	$ 376,497	$ 200,205

Development and License Agreements - Additional Information (Details) - USD ($)	1 Months Ended				3 Months Ended			9 Months Ended
	May 31, 2021	Mar. 31, 2021	Sep. 30, 2019	Feb. 28, 2018	Sep. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Research and development expense					$ 14,419,000		$ 7,886,000	$ 46,699,000	$ 23,421,000
License Agreement and Master Service Agreement \| Aurigene
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Research and development expense					0		$ 200,000	300,000	$ 600,000
License Agreement and Master Service Agreement \| Aurigene \| Maximum
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Future milestone payment				$ 7,100,000
License Agreement and Master Service Agreement \| Aurigene \| Intellectual Property
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Upfront fee				100,000
Annual maintenance fees				$ 200,000
License and Stock Purchase Agreement \| AbbVie
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Future milestone payment								0
Non refundable upfront fee			$ 600,000
License and Stock Purchase Agreement \| AbbVie \| Maximum
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Future payments upon the achievement of certain development			18,000,000
Future payments upon commercialization			45,000,000
Future payments upon sales based milestones			$ 87,500,000
License Agreement \| Roche
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Non-refundable upfront payment	$ 4,000,000	$ 500,000
Additional consideration upon achievement of certain development and commercial milestones		120,000,000
License Agreement \| Mabwell
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Upfront payment						$ 10,000,000
License Agreement \| Mabwell \| Maximum
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Certain development and regulatory milestone payments					127,500,000			127,500,000
Certain commercial milestone payments for certain licensed antibody product net sales achievements					$ 275,000,000			$ 275,000,000
Development and Regulatory Milestone First Indication \| License Agreement \| Roche
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Contingent payments		50,000,000
Development and Regulatory Milestone Second Indication \| License Agreement \| Roche
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Contingent payments		$ 35,000,000

Commitments and Contingencies

9 Months Ended

Sep. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

14. Commitments and Contingencies

Indemnification Agreements

In the ordinary course of business, the Company may provide indemnification of varying scope and terms to its vendors, lessors, contract research organizations, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its Board that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. The Company has not incurred any material costs as a result of such indemnifications and is not currently aware of any indemnification claims.

Legal Proceedings

The Company, from time to time, may be party to litigation arising in the ordinary course of business. The Company was not subject to any material legal proceedings during the nine months ended September 30, 2023 and 2022 and, to the best of its knowledge, no material legal proceedings are currently pending or threatened.

Payments Upon Termination

The Company enters into contracts in the normal course of business with CROs, CDMOs and other third parties for preclinical studies, clinical trials and manufacturing services. These contracts typically do not contain minimum purchase commitments and are generally cancelable by the Company upon written notice. Payments due upon cancellation consist of payments for services provided or expenses incurred, including noncancelable obligations of the Company’s service providers, up to the date of cancellation and, in the case of certain arrangements with CROs and CDMOs, may include noncancelable fees. Under such agreements, the exact amounts owed by the Company in the event of termination will be based on the timing of the termination and the exact terms of the agreement.

Condensed Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands	Total	Series Seed Convertible Preferred Stock [Member]	Series A Convertible Preferred Stock [Member]	Series B Convertible Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]
Balance at Dec. 31, 2021	$ (64,203)				$ 1	$ 1,185	$ (65,389)
Balance (in Shares) at Dec. 31, 2021		5,000,000	41,666,666	37,499,999
Balance at Dec. 31, 2021		$ 2,350	$ 49,762	$ 89,744
Balance (in Shares) at Dec. 31, 2021					909,418
Issuance of common stock upon exercise of stock options	55					55
Issuance of common stock upon exercise of stock options (in Shares)					31,725
Vesting of restricted common stock (in Shares)					2,285
Stock-based compensation expense	332					332
Net loss	(9,853)						(9,853)
Balance at Mar. 31, 2022	(73,669)				$ 1	1,572	(75,242)
Balance (in Shares) at Mar. 31, 2022		5,000,000	41,666,666	37,499,999
Balance at Mar. 31, 2022		$ 2,350	$ 49,762	$ 89,744
Balance (in Shares) at Mar. 31, 2022					943,428
Balance at Dec. 31, 2021	(64,203)				$ 1	1,185	(65,389)
Balance (in Shares) at Dec. 31, 2021		5,000,000	41,666,666	37,499,999
Balance at Dec. 31, 2021		$ 2,350	$ 49,762	$ 89,744
Balance (in Shares) at Dec. 31, 2021					909,418
Net loss	(35,583)
Balance at Sep. 30, 2022	(98,527)				$ 1	2,444	(100,972)
Balance (in Shares) at Sep. 30, 2022		5,000,000	41,666,666	37,499,999
Balance at Sep. 30, 2022		$ 2,350	$ 49,762	$ 89,744
Balance (in Shares) at Sep. 30, 2022					965,034
Balance at Mar. 31, 2022	(73,669)				$ 1	1,572	(75,242)
Balance (in Shares) at Mar. 31, 2022		5,000,000	41,666,666	37,499,999
Balance at Mar. 31, 2022		$ 2,350	$ 49,762	$ 89,744
Balance (in Shares) at Mar. 31, 2022					943,428
Issuance of common stock upon exercise of stock options	86					86
Issuance of common stock upon exercise of stock options (in Shares)					8,768
Vesting of restricted common stock (in Shares)					2,285
Stock-based compensation expense	382					382
Net loss	(9,580)						(9,580)
Balance at Jun. 30, 2022	(82,781)				$ 1	2,040	(84,822)
Balance (in Shares) at Jun. 30, 2022		5,000,000	41,666,666	37,499,999
Balance at Jun. 30, 2022		$ 2,350	$ 49,762	$ 89,744
Balance (in Shares) at Jun. 30, 2022					954,481
Issuance of common stock upon exercise of stock options	22					22
Issuance of common stock upon exercise of stock options (in Shares)					8,269
Vesting of restricted common stock (in Shares)					2,284
Stock-based compensation expense	382					382
Net loss	(16,150)						(16,150)
Balance at Sep. 30, 2022	(98,527)				$ 1	2,444	(100,972)
Balance (in Shares) at Sep. 30, 2022		5,000,000	41,666,666	37,499,999
Balance at Sep. 30, 2022		$ 2,350	$ 49,762	$ 89,744
Balance (in Shares) at Sep. 30, 2022					965,034
Balance at Dec. 31, 2022	176,600				$ 2	288,814	(112,216)
Balance (in Shares) at Dec. 31, 2022					17,403,315
Issuance of common stock upon exercise of stock options	1,067					1,067
Issuance of common stock upon exercise of stock options (in Shares)					74,753
Vesting of restricted common stock (in Shares)					958
Stock-based compensation expense	1,024					1,024
Sale of common stock in registered direct offering	34,148					34,148
Sale of common stock in registered direct offering, Shares					1,488,166
Sale of pre-funded warrants in registered direct offering	28,206					28,206
Sale of common stock in at-the-market offerings	14,591					14,591
Sale of common stock in at-the-market offerings, Shares					608,050
Net loss	(22,781)						(22,781)
Balance at Mar. 31, 2023	232,855				$ 2	367,850	(134,997)
Balance (in Shares) at Mar. 31, 2023					19,575,242
Balance at Dec. 31, 2022	$ 176,600				$ 2	288,814	(112,216)
Balance (in Shares) at Dec. 31, 2022					17,403,315
Issuance of common stock upon exercise of stock options (in Shares)	175,191
Issuance of common stock upon exercise of warrants (in Shares)	1,229,221
Net loss	$ (52,850)
Balance at Sep. 30, 2023	358,974				$ 2	524,038	(165,066)
Balance (in Shares) at Sep. 30, 2023					24,139,078
Balance at Mar. 31, 2023	232,855				$ 2	367,850	(134,997)
Balance (in Shares) at Mar. 31, 2023					19,575,242
Issuance of common stock upon exercise of stock options	242					242
Issuance of common stock upon exercise of stock options (in Shares)					41,475
Vesting of restricted common stock (in Shares)					958
Stock-based compensation expense	1,309					1,309
Sale of common stock in follow on public offering, Shares					3,015,919
Sale of common stock in In follow on public offering	138,508					138,508
Sale of pre-funded warrants in follow-on public offering	9,373					9,373
Sale of common stock in at-the-market offerings	4,879					4,879
Sale of common stock in at-the-market offerings, Shares					217,300
Net loss	(15,947)						(15,947)
Balance at Jun. 30, 2023	371,219				$ 2	522,161	(150,944)
Balance (in Shares) at Jun. 30, 2023					22,850,894
Issuance of common stock upon exercise of stock options	607					607
Issuance of common stock upon exercise of stock options (in Shares)					58,963
Stock-based compensation expense	1,270					1,270
Issuance of common stock upon exercise of warrants (in Shares)					1,229,221
Net loss	(14,122)						(14,122)
Balance at Sep. 30, 2023	$ 358,974				$ 2	$ 524,038	$ (165,066)
Balance (in Shares) at Sep. 30, 2023					24,139,078

Net Loss Per Share

9 Months Ended

Sep. 30, 2023

Earnings Per Share [Abstract]

Net Loss Per Share

13. Net Loss Per Share

Basic and diluted net loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average common shares outstanding. The weighted-average common shares outstanding used in the basic and diluted net loss per share calculation includes the pre-funded warrants issued in connection with the Company’s follow-on public offering in June 2023 and registered direct offering in February 2023 as the pre-funded warrants are exercisable for nominal cash consideration. As of September 30, 2023, 1,229,224 of the pre-funded warrants were exercised in a cashless transaction which resulted in 1,229,221 shares of common stock being issued to the investor. As of September 30, 2023, 204,081 pre-funded warrants were outstanding.

The Company has generated a net loss in all periods presented, so the basic and diluted net loss per share are the same, as the inclusion of the potentially dilutive securities would be anti-dilutive. The Company excluded the following from the computation of diluted net loss per share attributable to common stockholders because including them would have had an anti-dilutive effect:


	September 30,
	2023		2022
Series Seed convertible preferred stock		—		5,000,000
Series A convertible preferred stock		—		41,666,666
Series B convertible preferred stock		—		37,499,999
Unvested restricted common stock		—		3,316
Options to purchase common stock		2,558,531		1,606,917

Income Taxes - Additional Information (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Operating Loss Carryforwards [Line Items]
State income tax expense	$ 100,000	$ 0	$ 100,000	$ 0
Federal income taxes	$ 0	$ 0	$ 0	$ 0

Leases

9 Months Ended

Sep. 30, 2023

Leases [Abstract]

Leases

15. Leases

In October 2021, Private Disc entered into a five-year lease through November 2026 of 7,566 square feet of office space located at 321 Arsenal Street, Watertown, Massachusetts to be used as its corporate headquarters. In June 2023, the lease was amended to allow the landlord to perform certain maintenance activities expected to be completed by the end of 2023 and to provide rent abatement of $0.2 million. The amendment was accounted for as a modification resulting in a new incremental borrowing rate and a reduction to the right-of-use asset and lease liability of $0.2 million. In September 2023, the Company recognized a reassessment event which was accounted for as a modification resulting in a new incremental borrowing rate and a reduction to the right-of-use asset and lease liability of an additional $0.2 million.

In June 2023, the Company entered into a sublease for a term of approximately three and a half years through November 2026, consisting of 9,280 square feet of office space on the second floor of the corporate headquarters in Watertown, Massachusetts. Fixed lease payments include base rent, subject to annual rent increases, and a management fee. Variable lease payments include the Company’s allocated share of costs incurred for real estate taxes, utilities, and other operating expenses applicable to the leased premises. Pursuant to the lease, the Company is also obligated to pay for certain administrative costs, taxes and operating expenses.

The components of lease expense were as follows (in thousands):


	Nine Months Ended September 30,
	2023		2022
Operating lease costs	$	278	$	321
Variable lease costs		109		133
Total lease expense	$	387	$	454

Other information related to the Company’s leases is as follows (in thousands, except term and discount rate amounts):


	Nine Months Ended September 30,
	2023			2022
Weighted average remaining lease term	3.17 years			4.16 years
Weighted average discount rate		10.0	%		5.5	%
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used in operating leases	$	186		$	388


Year Ending December 31,	Operating Leases
Remaining 2023	$	86
2024		664
2025		850
2026		729
Total minimum lease payments		2,329
Less imputed interest		(369	)
Present value of lease liabilities	$	1,960

Accrued Expenses (Tables)

9 Months Ended

Sep. 30, 2023

Accrued Liabilities [Abstract]

Summary of Accrued Expenses

Accrued expenses consisted of the following (in thousands):


	September 30,		December 31,
	2023		2022
Accrued research and development	$	1,949	$	1,817
Accrued employee-related expenses		3,173		3,623
Accrued professional fees		391		463
Accrued other		54		206
Total accrued expenses	$	5,567	$	6,109

Related Party Transactions - Additional Information (Details) $ in Millions	Sep. 30, 2023 USD ($)
Related Party Transaction [Line Items]
Debt Instrument, Face Amount	$ 0.5
Short Term Bank Loans And NotesPayable Percentage	4.50%

Stock-Based Compensation

9 Months Ended

Sep. 30, 2023

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

11. Stock-Based Compensation

The Company grants stock-based awards under its 2021 Stock Option and Incentive Plan (the “2021 Plan”), which was approved by its stockholders in February 2021 and amended and restated in January 2023. The Company also has outstanding stock

option awards under its 2017 Stock Option and Grant Plan (the “Private Disc Plan”), the 2017 Stock Option and Grant Plan (the “Gemini 2017 Plan”), and the 2021 Inducement Plan, but is no longer granting awards under these plans. The Company also has the option to grant awards under the 2021 ESPP, which was approved by shareholders in July 2021 and amended and restated in January 2023.

The following table summarizes stock option activity for the nine months ended September 30, 2023.


	Number of Options			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (In Years)		Aggregate Intrinsic Value (In Thousands)
Outstanding at December 31, 2022		2,640,590		$	16.19		8.08	$	25,513
Granted		181,246			41.48
Exercised		(175,191	)		11.38
Forfeited		(17,684	)		15.00
Expired		(70,430	)		102.56
Outstanding at September 30, 2023		2,558,531		$	15.95		7.77	$	86,191
Exercisable at September 30, 2023		1,285,226		$	16.00		6.84	$	46,219

The aggregate intrinsic value of options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those stock options that had exercise prices lower than the fair value of the common stock as of the end of the period. The aggregate intrinsic value of stock options exercised during the nine months ended September 30, 2023 was $4.5 million.

The weighted-average assumptions used to estimate the fair value of stock options granted were as follows:


	Nine Months Ended September 30,
	2023			2022
Risk-free interest rate		3.87	%		2.24	%
Expected term (in years)		7.14			6.00
Expected volatility		59	%		55	%
Expected dividend yield		0	%		0	%
Fair value per share of common stock	$	41.48		$	13.41

The weighted-average grant date fair value of options granted during the nine months ended September 30, 2023 and 2022 was $25.68 and $7.21 per share, respectively.

The total fair value of options vested during the nine months ended September 30, 2023 was $2.9 million.

As of September 30, 2023, the Company had issued a total of 63,061 shares of restricted common stock to the founders of Private Disc pursuant to subscription agreements and to certain key employees pursuant to the Private Disc Plan at $0.0001 per share. The stock restrictions relate to the sale and transferability of the stock and lapse over the defined vesting period in the restricted stock agreement. The vesting period is generally contingent upon continued employment or consulting services being provided to the Company. In the event of termination, the Company has the right, but not the obligation to repurchase the unvested shares at the original purchase price. As of September 30, 2023, all awards of restricted common stock were fully vested.

A summary of restricted common stock activity is as follows:


	Nine Months Ended September 30,
	2023			2022
Unvested at the beginning of the year		1,916			10,170
Vested		(1,916	)		(6,854	)
Unvested at the end of the period		—			3,316

Stock-Based Compensation Expense


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Research and development	$	455	$	140	$	1,167	$	422
General and administrative		815		242		2,436		674
Total stock-based compensation expense	$	1,270	$	382	$	3,603	$	1,096

As of September 30, 2023, the total unrecognized stock-based compensation expense related to outstanding awards was $11.1 million and is expected to be recognized over a weighted-average period of 2.76 years.

Cash, Cash Equivalents and Restricted Cash (Tables)

9 Months Ended

Sep. 30, 2023

Cash and Cash Equivalents [Abstract]

Summary of Reconciliation of Cash and Cash Equivalents and Restricted Cash

Cash, cash equivalents and restricted cash consisted of the following (in thousands):


	September 30,		December 31,
	2023		2022
Cash and cash equivalents	$	370,541	$	194,611
Restricted cash		116		177
Total cash, cash equivalents and restricted cash as shown on the condensed consolidated statements of cash flows	$	370,657	$	194,788

Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 29, 2022	Aug. 09, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value	$ 4.5
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value	$ 25.68	$ 7.21
Common Stock, Par or Stated Value Per Share	$ 0.0001		$ 0.0001
Aggregate fair value of restricted stock	$ 2.9
Common stock shares issued	24,139,078		17,405,231
Share-Based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount	$ 11.1
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition	2 years 9 months 3 days
Disc Medicine Inc [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common Stock, Par or Stated Value Per Share				$ 0.1096	$ 0.1096
Restricted Common Stock [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock shares issued	63,061
Restricted Common Stock [Member] \| Founders And Certain Employees [Member] \| Disc Medicine Inc [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common Stock, Par or Stated Value Per Share	$ 0.0001

Property and Equipment, Net (Tables)

9 Months Ended

Sep. 30, 2023

Property, Plant and Equipment [Abstract]

Schedule of Property Plant and Equipment

Property and equipment, net consisted of the following (in thousands):


	September 30,			December 31,
	2023			2022
Computer equipment	$	232		$	169
Furniture and fixtures		171			144
Less: Accumulated depreciation		(220	)		(145	)
Property and equipment, net	$	183		$	168

Leases - Additional Information (Detail) $ in Thousands	1 Months Ended	6 Months Ended	7 Months Ended
Leases - Additional Information (Detail) $ in Thousands	Sep. 30, 2023 USD ($)	Jun. 30, 2023 USD ($) ft²	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Oct. 31, 2021 ft²
Operating Leased Assets [Line Items]
Term of operating lease		3 years 6 months			5 years
Area of office space \| ft²		9,280			7,566
Rent abatement of lease			$ 200
Operating right-of-use assets	$ 1,935	$ 200		$ 1,430
Reduction in right-of-use asset and lease liability	200
Operating lease liabilities	$ 1,960
Variable lease payment, terms and conditions		Variable lease payments include the Company’s allocated share of costs incurred for real estate taxes, utilities, and other operating expenses applicable to the leased premises.

Fair Value Measurements - Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Level 1 [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets	$ 66,805	$ 40,783
Liabilities	0
Level 1 [Member] \| Money Market Funds [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets	66,805	40,783
Level 1 [Member] \| U.S. Treasury notes [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets	0
Level 2 [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets	187,281	0
Liabilities	0
Level 2 [Member] \| Money Market Funds [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets	0	0
Level 2 [Member] \| U.S. Treasury notes [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets	187,281
Level 3 [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets	0	0
Liabilities	1,500
Level 3 [Member] \| Money Market Funds [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets	0	$ 0
Level 3 [Member] \| U.S. Treasury notes [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets	$ 0

Leases - Schedule of Components of Company's Lease Expense and Other Information (Details 1) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Leases [Abstract]
Operating lease costs	$ 278	$ 321
Variable lease costs	109	133
Total lease expense	$ 387	$ 454

Common Stock - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended			9 Months Ended
	Jun. 30, 2023	Feb. 28, 2023	Jan. 31, 2023	Sep. 30, 2023	Dec. 31, 2022
Class of Stock [Line Items]
Common stock, shares authorized				100,000,000	100,000,000
Common stock, par value (in Dollars per share)				$ 0.0001	$ 0.0001
Common stock reserved for the exercise of stock options				2,558,531
Common stock reserved for the exercise of pre-funded warrants				204,081
Common stock, shares issued				24,139,078	17,405,231
ATM Program [Member]
Class of Stock [Line Items]
Sale of common stock, shares				825,350
Sale of common stock, gross proceeds			$ 300.0
Offering expenses			$ 0.3
Proceeds from sale of common stock				$ 20.0
Net proceeds, after deducting placement agent fees and offering expenses				$ 19.5
Registered Direct Offering [Member]
Class of Stock [Line Items]
Common stock, shares issued				1,229,221
Sale of common stock, shares		1,488,166
Sale of common stock, price per share		$ 23
Purchase of common stock for pre-funded warrants, shares		1,229,224
Sale of pre-funded warrant, price per warrant		$ 22.9999
Sale of pre funded warrant net proceeds		$ 62.4
Net proceeds after deducting offering expenses		$ 0.1
Follow-On Public Offering [Member]
Class of Stock [Line Items]
Common stock, shares issued	3,015,919
Shares issued, price per share	$ 49
Purchase of common stock for pre-funded warrants, shares	204,081
Sale of pre-funded warrant, price per warrant	$ 48.9999
Net of commissions	$ 9.9
Sale of pre funded warrant net proceeds	$ 147.9
Pre-funded warrant, beneficiary ownership limitation percentage	19.99%
Description of initial ownership limit	Purchasers of the pre-funded warrants may also elect to set the initial Ownership Limit at 4.99%, 9.99% or 19.99%.
Gemini Merger [Member]
Class of Stock [Line Items]
Common stock, shares issued			1,672,599
Sale of common stock, shares			12,635,956
2021 Plan [Member] \| Gemini Merger [Member]
Class of Stock [Line Items]
Common stock reserved and available for future issuance			2,035,103
2021 Employee Stock Purchase Plan [Member] \| Gemini Merger [Member]
Class of Stock [Line Items]
Common stock reserved and available for future issuance			180,894
Minimum [Member] \| Registered Direct Offering [Member]
Class of Stock [Line Items]
Pre-funded warrant, beneficiary ownership limitation percentage		9.99%
Minimum [Member] \| Follow-On Public Offering [Member]
Class of Stock [Line Items]
Pre-funded warrant, beneficiary ownership limitation percentage	24.99%
Maximum [Member] \| ATM Program [Member]
Class of Stock [Line Items]
Sale of common stock, gross proceeds			$ 100.0
Maximum [Member] \| Registered Direct Offering [Member]
Class of Stock [Line Items]
Pre-funded warrant, beneficiary ownership limitation percentage		19.99%
Maximum [Member] \| Follow-On Public Offering [Member]
Class of Stock [Line Items]
Option Shares Available To Purchase For Underwriter	420,000
Pre-funded warrant, beneficiary ownership limitation percentage	24.99%
Investors Or Affiliates [Member] \| Registered Direct Offering [Member]
Class of Stock [Line Items]
Ownership of investors in company's capital stock		5.00%

Subsequent Events

9 Months Ended

Sep. 30, 2023

Subsequent Events [Abstract]

Subsequent Events

17. Subsequent Events

The Company has completed an evaluation of all subsequent events after the unaudited condensed consolidated balance sheet date of September 30, 2023 through the date these condensed consolidated financial statements were issued to ensure that these condensed consolidated financial statements include appropriate disclosure of events both recognized in the condensed consolidated financial statements as of September 30, 2023, and events which occurred subsequently but were not recognized in the condensed consolidated financial statements. The Company had no non-recognizable subsequent events.

In October 2023, the Company provided a 90-day notice to terminate the Aurigene license agreement effective in January 2024.

In October 2023, the Company filed a prospectus supplement with the SEC, which covered the offering, issuance and sale by the Company of up to an aggregate of $59.7 million of the Company’s common stock from time to time in at-the-market offerings pursuant to an Open Market Sale Agreement between the Company and Jefferies LLC, as sales agent. As of the issuance date of these condensed consolidated financial statements, no additional shares of common stock had been sold in ATM offerings since September 30, 2023.

In October 2023, the Company dosed the first patient in the Phase 1 clinical trial of polycythemia vera (“PV”) for DISC-3405. Per the license agreement, upon achievement of initiation of a Phase 1 clinical trial, a milestone payment of $5.0 million is due to Mabwell.

Stock-Based Compensation - Schedule of Stock Option Activity (Details) $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares
Share-Based Payment Arrangement [Abstract]
Outstanding at December 31, 2022 \| shares	2,640,590
Granted \| shares	181,246
Exercised \| shares	(175,191)
Forfeited \| shares	(17,684)
Expired \| shares	(70,430)
Outstanding at September 30, 2023 \| shares	2,558,531	2,640,590
Exercisable at September 30, 2023 \| shares	1,285,226
Outstanding at December 31, 2022 \| $ / shares	$ 15.95	$ 16.19
Granted \| $ / shares	41.48
Exercised \| $ / shares	11.38
Forfeited \| $ / shares	15
Expired \| $ / shares	102.56
Outstanding at September 30, 2023 \| $ / shares	15.95	$ 16.19
Exercisable at September 30, 2023 \| $ / shares	$ 16
Weighted-Average Remaining Contractual Term, Outstanding	7 years 9 months 7 days	8 years 29 days
Exercisable at September 30, 2023	6 years 10 months 2 days
Aggregate intrinsic value, Outstanding \| $	$ 86,191	$ 25,513
Exercisable at September 30, 2023 \| $	$ 46,219

Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Operating expenses:
Research and development	$ 14,419	$ 7,886	$ 46,699	$ 23,421
General and administrative	4,539	2,593	14,712	9,033
Total operating expenses	18,958	10,479	61,411	32,454
Loss from operations	(18,958)	(10,479)	(61,411)	(32,454)
Other income (expense), net:
Interest income	4,843	269	10,120	321
Change in fair value of contingent value right liability	0	0	(1,500)	0
Change in fair value of derivative liability	0	(5,940)	0	(3,450)
Other expense	13	0	8	0
Total other income (expense), net	4,856	(5,671)	8,628	(3,129)
Loss before income taxes	(14,102)	(16,150)	(52,783)	(35,583)
Income tax expense	(20)	0	(67)	0
Net loss and comprehensive loss	(14,122)	(16,150)	(52,850)	(35,583)
Net loss attributable to common stockholders-basic	(14,122)	(16,150)	(52,850)	(35,583)
Net loss attributable to common stockholders-diluted	$ (14,122)	$ (16,150)	$ (52,850)	$ (35,583)
Weighted-average common shares outstanding-basic	24,316,817	960,317	21,605,202	943,058
Weighted-average common shares outstanding-diluted	24,316,817	960,317	21,605,202	943,058
Net loss per share attributable to common stockholders-basic	$ (0.58)	$ (16.82)	$ (2.45)	$ (37.73)
Net loss per share attributable to common stockholders-diluted	$ (0.58)	$ (16.82)	$ (2.45)	$ (37.73)

Accrued Expenses - Summary of Accrued Expenses (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Accrued Liabilities [Abstract]
Accrued research and development	$ 1,949	$ 1,817
Accrued employee-related expenses	3,173	3,623
Accrued professional fees	391	463
Accrued other	54	206
Accrued Liabilities, Current, Total	$ 5,567	$ 6,109

Accrued Expenses

9 Months Ended

Sep. 30, 2023

Accrued Liabilities [Abstract]

Accrued Expenses

7. Accrued Expenses

Accrued expenses consisted of the following (in thousands):


	September 30,		December 31,
	2023		2022
Accrued research and development	$	1,949	$	1,817
Accrued employee-related expenses		3,173		3,623
Accrued professional fees		391		463
Accrued other		54		206
Total accrued expenses	$	5,567	$	6,109

Reverse Merger with Gemini - Additional Information (Details) - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Cash and cash equivalents	$ 370,541,000		$ 194,611,000
Stock-based compensation	3,603,000	$ 1,096,000
Gemini Merger [Member]
Goodwill or intangible assets recognized	0
Cash and cash equivalents	97,400,000
Prepaid expenses and other assets	1,800,000
Accounts payable and accrued expenses	7,800,000
Stock-based compensation	$ 600,000
Transaction cost			$ 7,900,000

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Net Loss Per Share - Schedule of Antidilutive Securities Excluded from Computation of Diluted Net Loss Per Share Attributable to Common Stock holders (Details) - shares	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Series Seed Convertible Preferred Stock [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities	0	5,000,000
Series A Convertible Preferred Stock [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities	0	41,666,666
Series B Convertible Preferred Stock [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities	0	37,499,999
Unvested Restricted Common Stock [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities	0	3,316
Options to Purchase Common Stock [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities	2,558,531	1,606,917