Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Jul. 26, 2019 | |
Document And Entity Information [Abstract] | ||
Entity Current Reporting Status | Yes | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | CONCERT PHARMACEUTICALS, INC. | |
Entity Central Index Key | 0001367920 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 23,799,826 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 43,714,000 | $ 17,770,000 |
Investments, available for sale | 92,923,000 | 135,544,000 |
Marketable equity securities | 5,100,000 | 7,525,000 |
Interest receivable | 436,000 | 556,000 |
Accounts receivable | 38,000 | 15,000 |
Contract asset (Note 8) | 0 | 16,000,000 |
Prepaid expenses and other current assets | 3,104,000 | 2,739,000 |
Total current assets | 145,315,000 | 180,149,000 |
Property and equipment, net | 8,375,000 | 8,919,000 |
Restricted cash | 1,157,000 | 1,157,000 |
Other assets | 20,000 | 0 |
Income taxes receivable | 2,358,000 | 2,322,000 |
Operating lease right-of-use assets, long-term (Note 11) | 9,376,000 | 0 |
Total assets | 166,601,000 | 192,547,000 |
Current liabilities: | ||
Accounts payable | 610,000 | 1,277,000 |
Accrued expenses and other liabilities | 5,178,000 | 5,669,000 |
Income taxes payable | 0 | 390,000 |
Deferred revenue, current portion | 1,413,000 | 1,413,000 |
Lease liability, current portion (Note 11) | 202,000 | 0 |
Total current liabilities | 7,403,000 | 8,749,000 |
Deferred revenue, net of current portion | 9,120,000 | 9,120,000 |
Deferred lease incentive, net of current portion | 4,088,000 | |
Deferred rent, net of current portion | 2,850,000 | |
Lease liability, net of current portion (Note 11) | 16,377,000 | 0 |
Total liabilities | 32,900,000 | 24,807,000 |
Commitments (Note 11) | ||
Stockholders’ equity: | ||
Preferred stock, $0.001 par value per share; 5,000,000 shares authorized; no shares issued and outstanding in 2019 and 2018, respectively | 0 | 0 |
Common stock, $0.001 par value per share; 100,000,000 shares authorized; 23,985,844 and 23,518,690 shares issued and 23,796,288 and 23,437,587 outstanding in 2019 and 2018, respectively | 23,000 | 23,000 |
Additional paid-in capital | 290,683,000 | 284,369,000 |
Accumulated other comprehensive gain (loss) | 4,000 | (137,000) |
Accumulated deficit | (157,009,000) | (116,515,000) |
Total stockholders’ equity | 133,701,000 | 167,740,000 |
Total liabilities and stockholders’ equity | $ 166,601,000 | $ 192,547,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Operating expenses: | ||||
Research and development | $ 14,496 | $ 8,862 | $ 30,286 | $ 17,518 |
General and administrative | 4,978 | 5,514 | 10,587 | 11,144 |
Total operating expenses | 19,474 | 14,376 | 40,873 | 28,662 |
Loss from operations | (19,425) | (14,374) | (39,819) | (18,181) |
Investment income | 883 | 660 | 1,750 | 1,300 |
Unrealized (loss) gain on marketable equity securities | (126) | 669 | (2,425) | (627) |
Loss before tax provision | (18,668) | (13,045) | (40,494) | (17,508) |
Provision for income taxes | 0 | 280 | 0 | 280 |
Net Loss | (18,668) | (13,325) | (40,494) | (17,788) |
Other comprehensive income: | ||||
Unrealized gain on investments, available for sale | 44 | 154 | 141 | 79 |
Comprehensive loss | $ (18,624) | $ (13,171) | $ (40,353) | $ (17,709) |
Net loss per share applicable to common stockholders - basic and diluted (in dollars per share) | $ (0.78) | $ (0.57) | $ (1.71) | $ (0.76) |
Weighted-average number of common shares used in net loss per share applicable to common stockholders - basic and diluted (in shares) | 23,790 | 23,402 | 23,650 | 23,313 |
License and Research and Development Revenue | ||||
Revenue: | ||||
License and research and development revenue | $ 49 | $ 2 | $ 1,054 | $ 10,481 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares | Jun. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 23,985,844 | 23,518,690 |
Common stock, shares outstanding (in shares) | 23,796,288 | 23,437,587 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED) - USD ($) $ in Thousands | Total | Common Stock | In Treasury | Additional paid-in capital | Accumulated other comprehensive income | Accumulated deficit |
Beginning balance (in shares) at Dec. 31, 2017 | 23,148,000 | 8,000 | ||||
Beginning balance at Dec. 31, 2017 | $ 196,432 | $ 23 | $ 273,059 | $ (407) | $ (76,243) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of stock options (in shares) | 145,000 | 17,000 | ||||
Exercise of stock options | 658 | 658 | ||||
Release of restricted stock units (in shares) | 174,000 | 53,000 | ||||
Release of restricted stock units | (1,206) | (1,206) | ||||
Unrealized gain on short-term investments | (75) | (75) | ||||
Stock-based compensation expense | 3,299 | 3,299 | ||||
Net loss | (4,463) | (4,463) | ||||
Ending balance (in shares) at Mar. 31, 2018 | 23,467,000 | 78,000 | ||||
Ending balance at Mar. 31, 2018 | 210,397 | $ 23 | 275,810 | (482) | (64,954) | |
Beginning balance (in shares) at Dec. 31, 2017 | 23,148,000 | 8,000 | ||||
Beginning balance at Dec. 31, 2017 | 196,432 | $ 23 | 273,059 | (407) | (76,243) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Unrealized gain on short-term investments | 79 | |||||
Net loss | (17,788) | |||||
Ending balance (in shares) at Jun. 30, 2018 | 23,492,000 | 78,000 | ||||
Ending balance at Jun. 30, 2018 | 200,283 | $ 23 | 278,867 | (328) | (78,279) | |
Beginning balance (in shares) at Mar. 31, 2018 | 23,467,000 | 78,000 | ||||
Beginning balance at Mar. 31, 2018 | 210,397 | $ 23 | 275,810 | (482) | (64,954) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of stock options (in shares) | 25,000 | |||||
Exercise of stock options | 253 | 253 | ||||
Unrealized gain on short-term investments | 154 | 154 | ||||
Stock-based compensation expense | 2,804 | 2,804 | ||||
Net loss | (13,325) | (13,325) | ||||
Ending balance (in shares) at Jun. 30, 2018 | 23,492,000 | 78,000 | ||||
Ending balance at Jun. 30, 2018 | 200,283 | $ 23 | 278,867 | (328) | (78,279) | |
Beginning balance (in shares) at Dec. 31, 2018 | 23,519,000 | 81,000 | ||||
Beginning balance at Dec. 31, 2018 | 167,740 | $ 23 | 284,369 | (137) | (116,515) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of stock options (in shares) | 154,000 | 47,000 | ||||
Exercise of stock options | 805 | 805 | ||||
Release of restricted stock units (in shares) | 202,000 | 61,000 | ||||
Release of restricted stock units | (741) | (741) | ||||
Unrealized gain on short-term investments | 97 | 97 | ||||
Stock-based compensation expense | 2,929 | 2,929 | ||||
Exercise of stock warrants (in shares) | 71,000 | |||||
Exercise of stock warrants | 1,000 | 1,000 | ||||
Offering expenses incurred | (206) | (206) | ||||
Net loss | (21,826) | (21,826) | ||||
Ending balance (in shares) at Mar. 31, 2019 | 23,946,000 | 189,000 | ||||
Ending balance at Mar. 31, 2019 | 149,798 | $ 23 | 288,156 | (40) | (138,341) | |
Beginning balance (in shares) at Dec. 31, 2018 | 23,519,000 | 81,000 | ||||
Beginning balance at Dec. 31, 2018 | $ 167,740 | $ 23 | 284,369 | (137) | (116,515) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of stock options (in shares) | 193,808 | |||||
Unrealized gain on short-term investments | $ 141 | |||||
Net loss | (40,494) | |||||
Ending balance (in shares) at Jun. 30, 2019 | 23,986,000 | 189,000 | ||||
Ending balance at Jun. 30, 2019 | 133,701 | $ 23 | 290,683 | 4 | (157,009) | |
Beginning balance (in shares) at Mar. 31, 2019 | 23,946,000 | 189,000 | ||||
Beginning balance at Mar. 31, 2019 | 149,798 | $ 23 | 288,156 | (40) | (138,341) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of stock options (in shares) | 40,000 | |||||
Exercise of stock options | 165 | 165 | ||||
Unrealized gain on short-term investments | 44 | 44 | ||||
Stock-based compensation expense | 2,362 | 2,362 | ||||
Net loss | (18,668) | (18,668) | ||||
Ending balance (in shares) at Jun. 30, 2019 | 23,986,000 | 189,000 | ||||
Ending balance at Jun. 30, 2019 | $ 133,701 | $ 23 | $ 290,683 | $ 4 | $ (157,009) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Operating activities | ||
Net loss | $ (40,494) | $ (17,788) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 849 | 509 |
Stock-based compensation expense | 5,291 | 6,103 |
Accretion of premiums and discounts on investments | (606) | (123) |
Amortization of deferred lease incentive | 0 | (393) |
Non-cash license consideration (Note 8) | 0 | (10,452) |
Unrealized loss on marketable equity securities | 2,425 | 627 |
Loss on disposal of asset | 4 | 0 |
Non-cash lease expense (Note 11) | 102 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (23) | 130 |
Interest receivable | 120 | 117 |
Prepaid expenses and other current assets | (365) | (500) |
Contract asset | 16,000 | 0 |
Other assets | (20) | 17 |
Accounts payable | (508) | 183 |
Accrued expenses and other liabilities | (83) | (1,205) |
Income taxes receivable | (36) | 0 |
Income taxes payable | (390) | 230 |
Deferred rent | 0 | 1,356 |
Deferred revenue | 0 | (16) |
Operating lease liability (Note 11) | (291) | |
Net cash used in operating activities | (18,025) | (21,205) |
Investing activities | ||
Purchases of property and equipment | (472) | (1,521) |
Purchases of investments | (49,208) | (9,429) |
Maturities of investments | 92,576 | 63,144 |
Net cash provided by investing activities | 42,896 | 52,194 |
Financing activities | ||
Proceeds from exercises of stock options | 970 | 911 |
Proceeds from exercise of warrants | 1,000 | 0 |
Repurchase of common stock pursuant to share surrender | (741) | (1,206) |
Payment of public offering costs | (156) | 0 |
Net cash provided by (used in) financing activities | 1,073 | (295) |
Net increase in cash and cash equivalents and restricted cash | 25,944 | 30,694 |
Cash, cash equivalents and restricted cash at beginning of period | 18,927 | 29,222 |
Cash, cash equivalents and restricted cash at end of period | 44,871 | 59,916 |
Supplemental cash flow information: | ||
Cash paid for income taxes | 444 | 50 |
Purchases of property and equipment unpaid at period end | 24 | 320 |
Public offering costs unpaid at period end | 50 | 0 |
Cash paid included in measurement of lease liabilities | 1,388 | 0 |
Tenant improvements paid by landlord | $ 0 | $ 4,202 |
Nature of Business
Nature of Business | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | Nature of Business Concert Pharmaceuticals, Inc., or Concert or the Company, was incorporated on April 12, 2006 as a Delaware corporation with operations based in Lexington, Massachusetts. The Company is a clinical stage biopharmaceutical company that applies its extensive knowledge of deuterium chemistry to discover and develop novel small molecule drugs. The Company’s approach starts with previously studied compounds, including approved drugs, that the Company believes can be improved with deuterium substitution to provide better pharmacokinetic or metabolic properties, enhancing clinical safety, tolerability or efficacy. The Company believes this approach may enable drug discovery and clinical development that is more efficient and less expensive than conventional small molecule drug research and development. The Company’s pipeline includes multiple clinical-stage candidates and a number of preclinical compounds that it is currently assessing. The Company had cash and cash equivalents and investments of $136.6 million at June 30, 2019. The Company believes that its cash and cash equivalents and investments at June 30, 2019 will be sufficient to allow the Company to fund its current operating plan for at least the next twelve months . The Company may pursue additional cash resources through public or private financings and by establishing collaborations with or licensing its technology to other companies and through other arrangements. Since its inception, the Company has generated an accumulated deficit of $157.0 million through June 30, 2019. The Company's operating results may fluctuate significantly from year to year, depending on the timing and magnitude of clinical trial and other development activities under its current development programs. Substantially all the Company's net losses have resulted from costs incurred in connection with its research and development programs and from general and administrative costs associated with its operations. The Company expects to continue to incur significant expenses and increasing operating losses for at least the next several years. The Company is subject to risks common to companies in the biotechnology industry, including, but not limited to, risks of failure or unsatisfactory results of nonclinical studies and clinical trials, the need to obtain additional financing to fund the future development of its pipeline, the need to obtain marketing approval for its product candidates, the need to successfully commercialize and gain market acceptance of its product candidates, dependence on key personnel, protection of proprietary technology, compliance with government regulations, development by competitors of technological innovations and ability to transition from pilot-scale manufacturing to large-scale production of products. Unless otherwise indicated, all amounts are in thousands except share and per share amounts |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | Basis of Presentation and Significant Accounting Policies Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring accruals and revisions of estimates, considered necessary for a fair presentation of the condensed consolidated financial statements have been included. Interim results for the three and six months ended June 30, 2019 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2019 or any other future period. The accompanying condensed consolidated financial statements reflect the accounts of Concert and its subsidiaries. All intercompany transactions between the Company and its subsidiaries have been eliminated. Management has determined that the Company operates in one segment: the development of pharmaceutical products on its own behalf or in collaboration with others. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Company’s consolidated financial statements and the accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 filed with the Securities and Exchange Commission on February 28, 2019. Use of Estimates and Summary of Significant Accounting Policies The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles, or GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, equity, revenue, expenses and the disclosure of contingent assets and liabilities and the Company's ability to continue as a going concern. In preparing the consolidated financial statements, management used estimates in the following areas, among others: revenue recognition; lease accounting; income tax expense; stock-based compensation expense; accrued expenses; and the evaluation of the existence of conditions and events that raise substantial doubt regarding the Company’s ability to continue as a going concern. Actual results could differ from those estimates. With the exception of the adoption of Accounting Standards Update, or ASU, 2016-02 during the six months ended June 30, 2019 discussed in Note 11, 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 fiscal year ended December 31, 2018. Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board, or FASB, issued ASU 2016-02, Leases , or Topic 842. ASU 2016-02 requires lessees to recognize assets and liabilities on the balance sheet for the rights and obligations created by leases. On January 1, 2019, the Company adopted ASU 2016-02 and all related amendments. For discussion regarding the impact of this accounting pronouncement, refer to Note 11 appearing elsewhere in this Quarterly Report on Form 10-Q. In June 2018, the FASB issued ASU 2018-07, or Topic 718, Improvements to Nonemployee Share-Based Payment Accounting , that expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. ASU 2018-07 provides that an entity should apply the requirements of Topic 718 to nonemployee awards except for certain exemptions specified in the amendment. The Company adopted this new standard effective January 1, 2019, and it did not have a material effect on the consolidated financial statements and related disclosures. In August 2018, the Securities and Exchange Commission issued Release No. 33-10532 that amends and clarifies certain financial reporting requirements. The principal change to the Company’s financial reporting is the inclusion of the annual disclosure requirement of changes in stockholders’ equity in Rule 3-04 of Regulation S-X to interim periods. The Company adopted this new rule beginning with its first Quarterly Report on Form 10-Q for the quarter ended March 31, 2019. Pending Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses , or Topic 326, Measurement of Credit Losses on Financial Instruments . The new standard requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. ASU 2016-13 will become effective for the Company for fiscal years beginning after December 15, 2019, with early adoption permitted. The Company is currently evaluating the impact ASU 2016-13 will have on its financial statements and related disclosures. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company has certain financial assets and liabilities that are recorded at fair value which have been classified as Level 1, 2 or 3 within the fair value hierarchy as described in the accounting standards for fair value measurements: • Level 1—quoted prices for identical instruments in active markets; • Level 2—quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and • Level 3—valuations derived from valuation techniques in which one or more significant value drivers are unobservable. The tables below present information about the Company’s financial assets and liabilities that are measured and carried at fair value as of June 30, 2019 and December 31, 2018 (in thousands) and indicate the level within the fair value hierarchy where each measurement is classified. Level 1 Level 2 Level 3 Total June 30, 2019 Cash equivalents: Money market funds $ 20,539 $ — $ — $ 20,539 U.S. Treasury obligations 2,998 — — 2,998 Government agency securities 4,418 5,488 — 9,906 Investments, available for sale: U.S. Treasury obligations 18,722 — — 18,722 Government agency securities 44,431 29,770 — 74,201 Marketable equity securities: Corporate equity securities (Note 8) 5,100 — — 5,100 Total $ 96,208 $ 35,258 $ — $ 131,466 Level 1 Level 2 Level 3 Total December 31, 2018 Cash equivalents: Money market funds $ 7,643 $ — $ — $ 7,643 U.S. Treasury obligations 1,748 — — 1,748 Investments, available for sale: U.S. Treasury obligations 34,103 746 — 34,849 Government agency securities 64,733 35,962 — 100,695 Marketable equity securities: Corporate equity securities (Note 8) 7,525 — — 7,525 Total $ 115,752 $ 36,708 $ — $ 152,460 |
Cash, Cash Equivalents, Investm
Cash, Cash Equivalents, Investments and Marketable Equity Securities | 6 Months Ended |
Jun. 30, 2019 | |
Cash and Cash Equivalents [Abstract] | |
Cash, Cash Equivalents, Investments and Marketable Equity Securities | Cash, Cash Equivalents, Investments and Marketable Equity Securities Cash equivalents include all highly liquid investments maturing within 90 days from the date of purchase. Investments consist of securities with original maturities greater than 90 days when purchased. The Company classifies these investments as available-for-sale and records them at fair value in the accompanying consolidated balance sheets. In accordance with ASU 2016-01, unrealized gains or losses from equity securities are included in net income. Unrealized gains or losses from other investments, including debt securities, are included in accumulated other comprehensive income (loss). Premiums or discounts from par value are amortized to investment income over the life of the underlying investment. Cash, cash equivalents, available for sale investments, and marketable equity securities included the following at June 30, 2019 and December 31, 2018: Average maturity Amortized cost Unrealized gains Unrealized losses Fair value June 30, 2019 Cash $ 10,271 $ — $ — $ 10,271 Money market funds 20,539 — — 20,539 U.S. Treasury obligations 31 days 2,998 — — 2,998 Government agency securities 36 days 9,906 — — 9,906 Cash and cash equivalents $ 43,714 $ — $ — $ 43,714 U.S. Treasury obligations 101 days 18,711 11 — 18,722 Government agency securities 103 days 74,131 70 — 74,201 Investments, available for sale $ 92,842 $ 81 $ — $ 92,923 June 30, 2019 Acquisition value Unrealized gains Unrealized losses Fair value Marketable equity securities (Note 8) $ 10,451 $ — $ (5,351 ) $ 5,100 Average maturity Amortized cost Unrealized gains Unrealized losses Fair value December 31, 2018 Cash $ 8,379 $ — $ — $ 8,379 Money market funds 7,643 — — 7,643 U.S. Treasury obligations 31 days 1,748 — — 1,748 Cash and cash equivalents $ 17,770 $ — $ — $ 17,770 U.S. Treasury obligations 151 days $ 34,856 $ 2 $ (9 ) $ 34,849 Government agency securities 153 days 100,748 7 (60 ) 100,695 Investments, available for sale $ 135,604 $ 9 $ (69 ) $ 135,544 December 31, 2018 Acquisition value Unrealized gains Unrealized losses Fair value Marketable equity securities (Note 8) $ 10,451 $ — $ (2,926 ) $ 7,525 Although available to be sold to meet operating needs or otherwise (and therefore classified as current assets), securities are generally held through maturity. The cost of securities sold is determined based on the specific identification method for purposes of recording realized gains and losses. During 2019 and 2018, there were no realized gains or losses on sales of investments, and no investments were adjusted other than for temporary declines in fair value. |
Restricted Cash
Restricted Cash | 6 Months Ended |
Jun. 30, 2019 | |
Cash and Cash Equivalents [Abstract] | |
Restricted Cash | Restricted Cash Restricted cash as of June 30, 2019 and 2018 is held as collateral for stand-by letters of credit issued by the Company to its landlords in connection with the current and previous leases of the Company's Lexington, Massachusetts facilities. Cash, cash equivalents and restricted cash consisted of the following: June 30, June 30, Cash and cash equivalents $ 43,714 $ 58,359 Restricted cash 1,157 1,557 Total cash, cash equivalents and restricted cash shown in the statements of cash flows $ 44,871 $ 59,916 |
Accrued Expenses and Other Liab
Accrued Expenses and Other Liabilities | 6 Months Ended |
Jun. 30, 2019 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Liabilities | Accrued Expenses and Other Liabilities Accrued expenses and other liabilities consisted of the following: June 30, December 31, Accrued professional fees and other $ 699 $ 672 Employee compensation and benefits 1,501 3,067 Research and development expenses 2,978 1,476 Deferred lease incentive, current portion — 454 $ 5,178 $ 5,669 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Deferred tax assets and deferred tax liabilities are recognized based on temporary differences between the financial reporting and tax basis of assets and liabilities using statutory rates. A valuation allowance is recorded against deferred tax assets if it is more likely than not that some or all of the deferred tax assets will not be realized. The Company’s ability to use its operating loss carryforwards and tax credits to offset future taxable income is subject to restrictions under Sections 382 and 383 of the United States Internal Revenue Code (the “Internal Revenue Code”). Net operating loss and tax credit carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant shareholders over a three-year period in excess of 50 percent, as defined under Sections 382 and 383 of the Internal Revenue Code. Such changes would limit the Company’s use of its operating loss carryforwards and tax credits. In such a situation, the Company may be required to pay income taxes, even though significant operating loss carryforwards and tax credits exist. The Company records a provision or benefit for income taxes on ordinary pre-tax income or loss based on its estimated effective tax rate for the year. As of June 30, 2019, the Company forecasts an ordinary pre-tax loss for the year ended December 31, 2019 and, since it maintains a full valuation allowance on its deferred tax assets, the Company did not record an income tax benefit for the three or six months ended June 30, 2019. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Revenue | Revenue The Company's revenue is generated through collaborative licensing agreements, patent assignments, and sales of intellectual property. The Company generates its revenue through one segment and the revenue recognized under each of the Company's arrangements during the current and prior period is described below. On January 1, 2018, the Company adopted Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) 2014-19, Revenue from Contracts with Customers ("ASC 606" or "the new revenue standard"). The Company adopted ASC 606 using the modified retrospective approach. For detailed information regarding the adoption of ASC 606, the impact on its consolidated financial statements and its collaboration arrangements, see Note 2 and Note 12 to the accompanying consolidated financial statements appearing in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2019. Contract Assets The Company did no t have a contract asset as of June 30, 2019 as compared to $16.0 million as of December 31, 2018. The decrease in the contract asset balance is the result of the receipt of the Vertex indemnification payment in February 2019 previously held in escrow in the amount of $16.0 million . Contract Liabilities As of June 30, 2019 and December 31, 2018, the Company had $10.5 million in contract liabilities related to unsatisfied performance obligations as well as variable consideration paid in advance but currently constrained from recognition. The contract liabilities consist of the following deferred revenue: • $7.8 million related to our collaboration with Celgene, $1.4 million of which is attributable to the CTP-730 program and is currently expected to be recognized as revenue in the next twelve months as we satisfy our remaining research and development activities pursuant to mutually agreed upon development plans, and $6.4 million of which is attributable to two additional license programs that we will not recognize as revenue until Celgene exercises its rights with respect to those programs, or at such time that Celgene's rights lapse, as detailed in Note 12 to the accompanying consolidated financial statements appearing in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2019; and • $2.8 million related to a payment received from GlaxoSmithKline, or GSK, that we will not recognize as revenue until all repayment obligations lapse. Revenue Arrangements Vertex On March 3, 2017, the Company and Vertex Pharmaceuticals, Inc. ("Vertex") entered into an Asset Purchase Agreement pursuant to which, subject to the satisfaction or waiver of the conditions therein, the Company sold and assigned to Vertex, CTP-656, a deuterated analog of ivacaftor, now known as VX-561, and other cystic fibrosis assets of the Company. On July 25, 2017, the Closing Date, the transaction contemplated by the Asset Purchase Agreement closed and Vertex paid the Company $160 million in cash consideration. In addition, Vertex has agreed to pay the Company an aggregate of up to $90 million upon the achievement of certain milestone events. In February 2019, the $16.0 million initially held in escrow was released to the Company. As of December 31, 2018, the Vertex indemnification variable consideration represented a contract asset to be released from escrow 18 months following the Closing Date and was classified as a current asset in the accompanying consolidated balance sheet. In February 2019, the $16.0 million initially held in escrow was released to the Company. Additionally, the variable consideration related to the regulatory milestone payments are fully constrained due to the uncertainty associated with the achievement of the respective milestones. Accordingly, no contract asset was recorded as of June 30, 2019. Processa On October 4, 2017, the Company entered into a License and Option Agreement, or the Option, with Promet Therapeutics, LLC, or Promet, pursuant to which the Company granted Promet an option to obtain an exclusive license to CTP-499, a deuterated analog of 1-(S)-5-hydroxyhexyl-3,7-dimethylxanthine, or HDX, an active metabolite of pentoxifylline, provided certain conditions were met. On October 5, 2017, Promet closed an asset purchase agreement with Heatwurx, Inc., a public company, creating Processa Pharmaceuticals, Inc., or Processa. On March 21, 2018, the Company entered into an Amendment to the Option, or the Amendment, and a Securities Purchase Agreement, both with Promet and Processa. Pursuant to the Amendment, the Company granted Promet, who then assigned to Processa, an exclusive, worldwide, royalty-bearing license to develop, manufacture and commercialize CTP-499, now known as PCS-499. Upon transfer of the license and as consideration for the license, the Company received 2,090,301 shares of common stock of Processa. The Company is also eligible to receive royalties on worldwide net sales. The Amendment contained one performance obligation: an exclusive, worldwide, royalty-bearing license to develop, commercialize and sublicense CTP-499. The Company determined that the transaction price was $10.5 million , which was based on the fair value of the non-cash consideration received on March 19, 2018, which consisted of 2,090,301 shares of publicly traded common stock of Processa. The transaction price of $10.5 million was allocated to the single performance obligation. The performance obligation was considered satisfied at contract inception as the exclusive license transferred control to the customer at this point in time. Accordingly, revenue of $10.5 million was recognized during the first quarter of 2018. Subsequent changes to the fair value of the underlying securities are recognized as unrealized gains or losses on marketable equity securities within the condensed consolidated statement of operations and comprehensive loss. The Amendment contains consideration that is variable based on royalties upon the customer's commercial success with the licensed product. The consideration related to royalty payments is considered variable consideration that is fully constrained in accordance with the royalty recognition constraint. The variable consideration related to royalties will be recognized in the period the products are sold by Processa and the Company has a present right to payment. For the three and six months ended June 30, 2019, the Company recognized $20 thousand and $22 thousand in revenue, respectively, related to intellectual property cost reimbursements. For the three months and six months ended June 30, 2018, the Company recognized $10.5 million in revenue related to the transfer of the license. Cipla The Company entered into a License Agreement, or the Agreement, on January 16, 2019, or the Closing Date, with Cipla Technologies LLC, or Cipla, pursuant to which the Company granted Cipla an exclusive, worldwide, royalty-bearing license to develop, manufacture and commercialize CTP-354, a novel GABA A receptor subtype-selective modulator. Upon transfer of the license and as consideration for the license, the Company received an upfront payment of $1.0 million . The Agreement also provides Cipla the option to purchase the Company’s existing inventory held as of the Effective Date valued in aggregate at $0.3 million . Additionally, upon the achievement of certain milestone events, Cipla has agreed to pay the Company an aggregate of up to $57.0 million . The first milestone payment the Company may be entitled to receive is $3.0 million when the first IND for the first CTP-354 product goes into effect. Furthermore, the Company is eligible to receive royalties on worldwide net sales of future product sales at defined percentages ranging from the mid-single to high-single digits. The Agreement contained one performance obligation: an exclusive, worldwide, royalty-bearing license to develop, manufacture, commercialize and sublicense CTP-354, referred to as the Transfer of License Performance Obligation. The Company concluded the option to purchase existing inventory did not provide Cipla a material right, and as such, was treated as a separate contract. The transaction price was determined to be $1.0 million , based on the upfront consideration received as of the Closing Date. As of the Closing Date, the Transfer of License Performance Obligation was satisfied as the control of CTP-354 transferred to Cipla, the customer. As a result, the full transaction price was recognized as revenue on the Closing Date. The sale of existing inventory is recognized as goods are transferred to the customer. The arrangement with Cipla contains consideration that is variable based on the customer’s achievement of certain development and regulatory milestones in addition to royalties upon the customer’s commercial success with the licensed product. The next milestone payment the Company may be entitled to receive of $3.0 million related to the first IND for the first CTP-354 product going into effect is considered variable consideration that is fully constrained due to the uncertainty associated to the achievement of the development milestone. The consideration related to royalties is also variable consideration that is fully constrained in accordance with the royalty recognition constraint. The variable consideration related to royalties will be recognized in the period the products are sold by Cipla and the Company has a present right to payment. For the three and six months ended June 30, 2019, the Company recognized $22 thousand and $1.0 million in revenue associated to the sale of existing inventory and the Transfer of License Performance Obligation, respectively. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The Company’s equity incentive plans provide for the issuance of a variety of stock-based awards, including incentive stock options, nonstatutory stock options and awards of stock, to directors, officers and employees of the Company, as well as consultants and advisors to the Company. As of June 30, 2019, the Company has granted awards in the form of stock options and restricted stock units, or RSUs. The stock options generally have been granted with an exercise price equal to the fair value of the underlying common stock on the date of grant, a vesting period of three or four years , and all options expire no later than ten years from the date of grant. Effective January 1, 2019, an additional 937,503 shares were added to the Company’s 2014 Stock Incentive Plan, or the 2014 Plan, for future issuance pursuant to the terms of the 2014 Plan. As of June 30, 2019, there were 1,639,915 shares of common stock available for future award grants under the 2014 Plan. Total stock-based compensation expense related to all stock-based options and awards recognized in the condensed consolidated statements of operations and comprehensive loss consisted of: Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Research and development $ 1,063 $ 1,274 $ 2,538 $ 2,801 General and administrative 1,299 1,530 2,753 3,302 Total stock-based compensation expense $ 2,362 $ 2,804 $ 5,291 $ 6,103 Stock Options Stock options are valued using the Black-Scholes-Merton option valuation model and compensation cost is recognized based on such fair value over the period of vesting. The weighted average fair value of options granted in the three and six months ended June 30, 2019 and 2018 reflect the following weighted-average assumptions: Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Expected volatility 76.89 % 77.10 % 77.13 % 77.17 % Expected term 6.0 years 6.0 years 6.0 years 6.0 years Risk-free interest rate 1.82 % 2.77 % 2.22 % 2.64 % Expected dividend yield — % — % — % — % For the three and six months ended June 30, 2019 and 2018, expected volatility was estimated using a weighted-average of the Company's historical volatility of its common stock and the historical volatility of the common stock of a group of similar companies that were publicly traded. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of its own stock price becomes available. The following table provides certain information related to the Company's outstanding stock options: Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 (in thousands, except per share data) Weighted average fair value of options granted, per option $ 7.41 $ 13.38 $ 9.23 $ 18.14 Aggregate grant date fair value of options vested during the period $ 2,394 $ 2,268 $ 4,836 $ 3,729 Total cash received from exercises of stock options $ 165 $ 242 $ 970 $ 911 Total intrinsic value of stock options exercised $ 228 $ 243 $ 1,108 $ 2,352 The following is a summary of stock option activity for the six months ended June 30, 2019: Number of Option Shares Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (In years) (In thousands) Outstanding at December 31, 2018 3,557,406 $ 15.26 Granted 930,450 $ 13.62 Exercised (193,808 ) $ 8.52 Forfeited or expired (118,286 ) $ 20.38 Outstanding at June 30, 2019 4,175,762 $ 15.06 7.07 $ 4,243 Exercisable at June 30, 2019 2,296,989 $ 13.46 5.96 $ 3,757 Vested and expected to vest at June 30, 2019 (1) 4,008,832 $ 14.98 7.00 $ 4,216 (1) This represents the number of vested stock option shares as of June 30, 2019, plus the number of unvested stock option shares that the Company estimated as of June 30, 2019 would vest, based on the unvested stock option shares at June 30, 2019 and an estimated forfeiture rate of 7% . As of June 30, 2019, there was $19.6 million of unrecognized compensation cost related to stock options that are expected to vest. The stock option costs are expected to be recognized over a weighted average remaining vesting period of 2.6 years . Restricted Stock Units On July 6, 2017, the Company granted 0.5 million restricted stock units, or RSUs, to executives and employees. The awards granted to employees are service-based, whereas the awards granted to executives are a blend of service-based and performance-based. Assuming all service and performance conditions were achieved, fifty percent of the RSUs would vest on March 31, 2018, and the remaining fifty percent of the RSUs would vest on March 31, 2019. Certain executive awards were subject to the achievement of defined performance criteria prior to March 31, 2018, including the closing of the Asset Purchase Agreement with Vertex Pharmaceuticals, Inc. and the institution by the Patent Trial and Appeal Board ("PTAB") of the Post Grant Review ("PGR") petition filed by the Company against Incyte Corporation. In January 2018, the PTAB decided not to institute the PGR petition and, as a result, the corresponding performance-based awards did not vest on March 31, 2018. The Company used the accelerated attribution method to recognize expense over the required service period based on its estimate of the number of performance-based awards that vested. For any change in the estimate of the number of performance-based awards that were probable of vesting, the Company cumulatively adjusted compensation expense in the period that the change in estimate was made. RSUs are not included in issued and outstanding common stock until the shares are vested and settled. As of June 30, 2019, all achieved RSUs had vested. The fair value of an RSU is measured based on the market price of the underlying common stock as of the date of grant. The following is a summary of RSU activity, including both service-based and performance-based RSUs for the six months ended June 30, 2019: Number of RSU Shares Weighted Average Grant Date Fair Value Outstanding at December 31, 2018 228,150 $ 13.87 Granted — $ — Released (202,550 ) $ 13.87 Forfeited (25,600 ) $ 13.87 Outstanding at June 30, 2019 — $ — As of June 30, 2019, there was no unrecognized compensation cost related to RSUs. |
Loss Per Share
Loss Per Share | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Loss Per Share | Loss Per Share Basic net loss per common share is calculated by dividing net loss allocable to common stockholders by the weighted-average common shares outstanding during the period, without consideration of common stock equivalents. For purposes of the diluted net loss per share calculation, common stock equivalents are excluded from the calculation if their effect would be anti-dilutive. As such, basic and diluted net loss per share applicable to common stockholders are the same for periods with a net loss. The following table illustrates the determination of loss per share for each period presented. Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 (in thousands, expect per share amounts) Numerator: Net loss applicable to common stockholders - basic and diluted $ (18,668 ) $ (13,325 ) $ (40,494 ) $ (17,788 ) Denominator: Weighted average shares outstanding - basic and diluted 23,790 23,402 23,650 23,313 Net loss per share applicable to common stockholders - basic and diluted $ (0.78 ) $ (0.57 ) $ (1.71 ) $ (0.76 ) Anti-dilutive potential common stock equivalents excluded from the calculation of net loss per share: Stock options 227 786 326 880 Restricted stock units — 140 91 254 Warrants 61 132 78 132 |
Lease
Lease | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Lease | Lease The FASB issued ASU 2016-02, or the leasing standard or ASC 842, in February 2016. ASU 2016-02 requires lessees to recognize assets and liabilities on the balance sheet for the rights and obligations created by all leases with terms of more than 12 months. ASU 2016-02 also requires certain qualitative and quantitative disclosures designed to give financial statement users information on the amount, timing, and uncertainty of cash flows arising from leases. The Company has adopted ASU 2016-02, effective January 1, 2019. The Company has elected to employ the transitionary relief recently offered by the FASB under ASU 2018-11, and implement the new standard without the restatement of comparative periods’ financial information. ASU 2018-11 also provides for recognizing the effects of applying ASU 2016-02 as a cumulative-effect adjustment to retained earnings as of January 1, 2019; however, no such adjustment was required as of January 1, 2019. The Company has elected to employ the package of practical expedients offered under ASC 842, which allow the Company to not reassess the following: • the presence of a lease in any expired or existing contracts; • the lease classification for any expired or existing leases; and • the initial direct costs for any existing leases. The Company currently leases 55,522 square feet of office and laboratory space, or the Lease, located at 65 Hayden Avenue, Lexington, Massachusetts, or the Premises, which was classified as an operating lease under ASC 840. The Lease is also classified as an operating lease under ASC 842 in accordance with the Company’s election of the practical expedient under ASC 842. Pursuant to the package of practical expedients, the Company will also not reassess initial direct costs for 65 Hayden Avenue. Additionally, the Company has made the policy election to adopt the practical expedient to not separate lease components from nonlease components for the right-to-use asset class of office and laboratory space. This policy election results in the Company accounting for the lease component, the use of the Premises, and the non-lease components, which include the use of the parking garage, building elevators, and HVAC, as a single lease component. The Company occupied the Premises in the third quarter of 2018; however the Company gained access to the space on January 1, 2018 in order to start making certain tenant improvements. Accordingly, for accounting purposes the lease commencement date was determined to be January 1, 2018 under the prior guidance of ASC 840, and therefore the Company had begun recognizing lease expense as of that date. The Lease term extends ten years following January 1, 2019. The Company is entitled to two five -year options to extend the Lease; however, these options were not included in the calculation of the Lease asset or liability. The Company has elected to employ the provision under ASC 842 to use hindsight with respect to determining the lease term (i.e., consideration of the actual outcome of lease renewals, termination options, and purchase options) and in assessing any impairment of right-of-use assets for existing leases. The Company notes no events such as renewals or termination options have occurred with the Lease of 65 Hayden Avenue. Therefore, the hindsight practical expedient under ASC 842 has no impact on the accounting term as previously determined under ASC 840. As of June 30, 2019, the remaining lease term for the Premises is 9 years and 6 months . The Lease provides for annual base rent of approximately $2.8 million in the first year following the Base Rent Commencement Date of January 1, 2019, which increases on a yearly basis by 3.0% (subject to an abatement of base rent of approximately $0.5 million at the beginning of the second year of the Lease term if the Company is not in default under the Lease). There are no variable payments, exercise purchase options, penalties, fees, or residual value guarantees under the Lease. The Company is also obligated to pay the Landlord for certain costs, taxes and operating expenses related to the Premises, subject to certain exclusions; however the Company has concluded that these payments are not in-substance fixed payments and therefore are not included in the calculation of the related lease liability and asset under ASC 842. The Company recorded the liability associated with the Lease of 65 Hayden Avenue at the present value of the lease payments not yet paid, discounted using the discount rate for the Lease established at the commencement date. As our Lease does not provide an implicit rate, the Company had to estimate the incremental borrowing rate, or IBR, as of the commencement date. The IBR is defined under ASC 842 as the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term for an amount equal to the lease payments in a similar economic environment. The IBR for the Lease was determined by establishing a credit rating of the Company using the Rank Order Model. Based on the established credit rating, the Company determined a borrowing rate using the Recovery Rate method, adjusted for the risk-free rate, which resulted in an IBR of approximately 13% . The Company used this IBR of 13% to discount the remaining lease payments over the remaining lease term and recorded a lease liability of $16.9 million on January 1, 2019. This lease liability will be amortized over the remaining lease term in an amount equal to the difference between the cash rent paid and the monthly interest calculated on the remaining lease liability. As of June 30, 2019, the Company had a current lease liability of $0.2 million and a non-current lease liability of $16.4 million recorded in its condensed consolidated balance sheets. The Company received an improvement allowance from the Landlord of approximately $5.0 million for certain permitted costs related to the design of Company improvements to the Premises, consisting of normal tenant improvements. The Company is deemed to be the owner of these tenant improvements during the lease term. These $5.0 million of improvements are included in the Company’s property, plant and equipment balances in its condensed consolidated balance sheets as of June 30, 2019 and are depreciated over the shorter of their useful life or the related lease term. On January 1, 2019, the Company recorded a right-of-use asset in the amount $9.5 million , which represents the lease liability of $16.9 million , adjusted for previously accrued rent of $2.9 million and previously recorded unamortized lease incentives (the improvement allowance) in the amount of $4.5 million . The right-of-use asset will be amortized over the remaining lease term in an amount equal to the difference between the calculated straight-line expense of the total lease payments less the monthly interest calculated on the remaining lease liability. As of June 30, 2019, the Company had a long-term lease asset of $9.4 million recorded in its condensed consolidated balance sheets. The Company will recognize lease expense, calculated as the remaining cost of the lease allocated over the remaining lease term on a straight-line basis. Lease expense will be presented as part of continuing operations in the condensed consolidated statement of operations and comprehensive loss. For the six months ended June 30, 2019, the Company recognized $1.2 million in lease expense. For the six months ended June 30, 2019, the Company paid $1.4 million in rent relating to the Lease. As a payment arising from an operating lease, the $1.4 million will be classified within operating activities in the Condensed Consolidated Statements of Cash Flows. Supplemental cash flow information: For the six months ended June 30, (in thousands) 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 1,388 Supplemental balance sheet information: For the six months ended June 30, (in thousands) 2019 2018 Operating lease right-of-use assets $ 9,376 $ — Operating lease liability 16,579 — Weighted average remaining lease term 9.50 10.26 Weighted average discount rate 13.08 % — % Maturities of lease liabilities: For the twelve months ended December 31, (in thousands) 2019 $ 1,390 * 2020 2,406 2021 2,969 2022 3,058 2023 3,150 Thereafter 17,223 Total lease payments 30,196 Less imputed interest (13,617 ) * Total $ 16,579 * Excludes the six months ended June 30, 2019 |
Open Market Sale Agreement
Open Market Sale Agreement | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Open Market Sale Agreement | Open Market Sale Agreement On March 1, 2019, the Company entered into an Open Market Sale Agreement, or the Agreement, with Jefferies LLC, or Jefferies, with respect to an at-the-market offering program under which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock, par value $0.001 per share, having an aggregate offering price of up to $50,000,000 , referred to as Placement Shares, through Jefferies as its sales agent. The Company will pay Jefferies a commission equal to 3.0 percent ( 3.0% ) of the gross sales proceeds of any Placement Shares sold through Jefferies under the Agreement, and also has provided Jefferies with customary indemnification and contribution rights. In addition, the Company has agreed to reimburse certain legal expenses and fees by Jefferies in connection with the offering up to a maximum of $50,000 , in addition to certain ongoing disbursements of Jefferies' counsel. As of June 30, 2019 the Company incurred approximately $0.2 million related to legal, accounting and other fees in connection with the Agreement. The Company has not issued or sold any securities under the Agreement. |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring accruals and revisions of estimates, considered necessary for a fair presentation of the condensed consolidated financial statements have been included. Interim results for the three and six months ended June 30, 2019 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2019 or any other future period. The accompanying condensed consolidated financial statements reflect the accounts of Concert and its subsidiaries. All intercompany transactions between the Company and its subsidiaries have been eliminated. Management has determined that the Company operates in one segment: the development of pharmaceutical products on its own behalf or in collaboration with others. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Company’s consolidated financial statements and the accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 filed with the Securities and Exchange Commission on February 28, 2019. |
Use of Estimates and Summary of Significant Accounting Policies | Use of Estimates and Summary of Significant Accounting Policies The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles, or GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, equity, revenue, expenses and the disclosure of contingent assets and liabilities and the Company's ability to continue as a going concern. In preparing the consolidated financial statements, management used estimates in the following areas, among others: revenue recognition; lease accounting; income tax expense; stock-based compensation expense; accrued expenses; and the evaluation of the existence of conditions and events that raise substantial doubt regarding the Company’s ability to continue as a going concern. Actual results could differ from those estimates. With the exception of the adoption of Accounting Standards Update, or ASU, 2016-02 during the six months ended June 30, 2019 discussed in Note 11, 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 fiscal year ended December 31, 2018. |
Recently Adopted Accounting Pronouncements and Pending Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board, or FASB, issued ASU 2016-02, Leases , or Topic 842. ASU 2016-02 requires lessees to recognize assets and liabilities on the balance sheet for the rights and obligations created by leases. On January 1, 2019, the Company adopted ASU 2016-02 and all related amendments. For discussion regarding the impact of this accounting pronouncement, refer to Note 11 appearing elsewhere in this Quarterly Report on Form 10-Q. In June 2018, the FASB issued ASU 2018-07, or Topic 718, Improvements to Nonemployee Share-Based Payment Accounting , that expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. ASU 2018-07 provides that an entity should apply the requirements of Topic 718 to nonemployee awards except for certain exemptions specified in the amendment. The Company adopted this new standard effective January 1, 2019, and it did not have a material effect on the consolidated financial statements and related disclosures. In August 2018, the Securities and Exchange Commission issued Release No. 33-10532 that amends and clarifies certain financial reporting requirements. The principal change to the Company’s financial reporting is the inclusion of the annual disclosure requirement of changes in stockholders’ equity in Rule 3-04 of Regulation S-X to interim periods. The Company adopted this new rule beginning with its first Quarterly Report on Form 10-Q for the quarter ended March 31, 2019. Pending Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses , or Topic 326, Measurement of Credit Losses on Financial Instruments . The new standard requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. ASU 2016-13 will become effective for the Company for fiscal years beginning after December 15, 2019, with early adoption permitted. The Company is currently evaluating the impact ASU 2016-13 will have on its financial statements and related disclosures. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Financial Assets and Liabilities Recognized at Fair Value | The tables below present information about the Company’s financial assets and liabilities that are measured and carried at fair value as of June 30, 2019 and December 31, 2018 (in thousands) and indicate the level within the fair value hierarchy where each measurement is classified. Level 1 Level 2 Level 3 Total June 30, 2019 Cash equivalents: Money market funds $ 20,539 $ — $ — $ 20,539 U.S. Treasury obligations 2,998 — — 2,998 Government agency securities 4,418 5,488 — 9,906 Investments, available for sale: U.S. Treasury obligations 18,722 — — 18,722 Government agency securities 44,431 29,770 — 74,201 Marketable equity securities: Corporate equity securities (Note 8) 5,100 — — 5,100 Total $ 96,208 $ 35,258 $ — $ 131,466 Level 1 Level 2 Level 3 Total December 31, 2018 Cash equivalents: Money market funds $ 7,643 $ — $ — $ 7,643 U.S. Treasury obligations 1,748 — — 1,748 Investments, available for sale: U.S. Treasury obligations 34,103 746 — 34,849 Government agency securities 64,733 35,962 — 100,695 Marketable equity securities: Corporate equity securities (Note 8) 7,525 — — 7,525 Total $ 115,752 $ 36,708 $ — $ 152,460 |
Cash, Cash Equivalents, Inves_2
Cash, Cash Equivalents, Investments and Marketable Equity Securities (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Cash and Cash Equivalents [Abstract] | |
Cash Equivalents and Short-term and Long-term Investments | Cash, cash equivalents, available for sale investments, and marketable equity securities included the following at June 30, 2019 and December 31, 2018: Average maturity Amortized cost Unrealized gains Unrealized losses Fair value June 30, 2019 Cash $ 10,271 $ — $ — $ 10,271 Money market funds 20,539 — — 20,539 U.S. Treasury obligations 31 days 2,998 — — 2,998 Government agency securities 36 days 9,906 — — 9,906 Cash and cash equivalents $ 43,714 $ — $ — $ 43,714 U.S. Treasury obligations 101 days 18,711 11 — 18,722 Government agency securities 103 days 74,131 70 — 74,201 Investments, available for sale $ 92,842 $ 81 $ — $ 92,923 June 30, 2019 Acquisition value Unrealized gains Unrealized losses Fair value Marketable equity securities (Note 8) $ 10,451 $ — $ (5,351 ) $ 5,100 Average maturity Amortized cost Unrealized gains Unrealized losses Fair value December 31, 2018 Cash $ 8,379 $ — $ — $ 8,379 Money market funds 7,643 — — 7,643 U.S. Treasury obligations 31 days 1,748 — — 1,748 Cash and cash equivalents $ 17,770 $ — $ — $ 17,770 U.S. Treasury obligations 151 days $ 34,856 $ 2 $ (9 ) $ 34,849 Government agency securities 153 days 100,748 7 (60 ) 100,695 Investments, available for sale $ 135,604 $ 9 $ (69 ) $ 135,544 December 31, 2018 Acquisition value Unrealized gains Unrealized losses Fair value Marketable equity securities (Note 8) $ 10,451 $ — $ (2,926 ) $ 7,525 |
Restricted Cash (Tables)
Restricted Cash (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Cash and Cash Equivalents [Abstract] | |
Restrictions on Cash and Cash Equivalents | Cash, cash equivalents and restricted cash consisted of the following: June 30, June 30, Cash and cash equivalents $ 43,714 $ 58,359 Restricted cash 1,157 1,557 Total cash, cash equivalents and restricted cash shown in the statements of cash flows $ 44,871 $ 59,916 |
Accrued Expenses and Other Li_2
Accrued Expenses and Other Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Liabilities | Accrued expenses and other liabilities consisted of the following: June 30, December 31, Accrued professional fees and other $ 699 $ 672 Employee compensation and benefits 1,501 3,067 Research and development expenses 2,978 1,476 Deferred lease incentive, current portion — 454 $ 5,178 $ 5,669 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation Expense Related to All Stock Based Awards Recognized in Statements of Operations and Comprehensive Income (Loss) | Total stock-based compensation expense related to all stock-based options and awards recognized in the condensed consolidated statements of operations and comprehensive loss consisted of: Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Research and development $ 1,063 $ 1,274 $ 2,538 $ 2,801 General and administrative 1,299 1,530 2,753 3,302 Total stock-based compensation expense $ 2,362 $ 2,804 $ 5,291 $ 6,103 |
Estimated Weighted-Average Assumptions of Options Granted | The weighted average fair value of options granted in the three and six months ended June 30, 2019 and 2018 reflect the following weighted-average assumptions: Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Expected volatility 76.89 % 77.10 % 77.13 % 77.17 % Expected term 6.0 years 6.0 years 6.0 years 6.0 years Risk-free interest rate 1.82 % 2.77 % 2.22 % 2.64 % Expected dividend yield — % — % — % — % |
Certain Information Related to Outstanding Stock Options | The following table provides certain information related to the Company's outstanding stock options: Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 (in thousands, except per share data) Weighted average fair value of options granted, per option $ 7.41 $ 13.38 $ 9.23 $ 18.14 Aggregate grant date fair value of options vested during the period $ 2,394 $ 2,268 $ 4,836 $ 3,729 Total cash received from exercises of stock options $ 165 $ 242 $ 970 $ 911 Total intrinsic value of stock options exercised $ 228 $ 243 $ 1,108 $ 2,352 |
Summary of Stock Option Activity | The following is a summary of stock option activity for the six months ended June 30, 2019: Number of Option Shares Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (In years) (In thousands) Outstanding at December 31, 2018 3,557,406 $ 15.26 Granted 930,450 $ 13.62 Exercised (193,808 ) $ 8.52 Forfeited or expired (118,286 ) $ 20.38 Outstanding at June 30, 2019 4,175,762 $ 15.06 7.07 $ 4,243 Exercisable at June 30, 2019 2,296,989 $ 13.46 5.96 $ 3,757 Vested and expected to vest at June 30, 2019 (1) 4,008,832 $ 14.98 7.00 $ 4,216 (1) This represents the number of vested stock option shares as of June 30, 2019, plus the number of unvested stock option shares that the Company estimated as of June 30, 2019 would vest, based on the unvested stock option shares at June 30, 2019 and an estimated forfeiture rate of 7% . |
Summary of RSU Activity | The following is a summary of RSU activity, including both service-based and performance-based RSUs for the six months ended June 30, 2019: Number of RSU Shares Weighted Average Grant Date Fair Value Outstanding at December 31, 2018 228,150 $ 13.87 Granted — $ — Released (202,550 ) $ 13.87 Forfeited (25,600 ) $ 13.87 Outstanding at June 30, 2019 — $ — |
Loss Per Share (Tables)
Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Earnings (Loss) Per Share | The following table illustrates the determination of loss per share for each period presented. Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 (in thousands, expect per share amounts) Numerator: Net loss applicable to common stockholders - basic and diluted $ (18,668 ) $ (13,325 ) $ (40,494 ) $ (17,788 ) Denominator: Weighted average shares outstanding - basic and diluted 23,790 23,402 23,650 23,313 Net loss per share applicable to common stockholders - basic and diluted $ (0.78 ) $ (0.57 ) $ (1.71 ) $ (0.76 ) Anti-dilutive potential common stock equivalents excluded from the calculation of net loss per share: Stock options 227 786 326 880 Restricted stock units — 140 91 254 Warrants 61 132 78 132 |
Lease (Tables)
Lease (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Lease, Cost | Supplemental cash flow information: For the six months ended June 30, (in thousands) 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 1,388 |
Assets and Liabilities, Lessee | Supplemental balance sheet information: For the six months ended June 30, (in thousands) 2019 2018 Operating lease right-of-use assets $ 9,376 $ — Operating lease liability 16,579 — Weighted average remaining lease term 9.50 10.26 Weighted average discount rate 13.08 % — % |
Lessee, Operating Lease, Liability, Maturity | Maturities of lease liabilities: For the twelve months ended December 31, (in thousands) 2019 $ 1,390 * 2020 2,406 2021 2,969 2022 3,058 2023 3,150 Thereafter 17,223 Total lease payments 30,196 Less imputed interest (13,617 ) * Total $ 16,579 * Excludes the six months ended June 30, 2019 |
Nature of Business - Additional
Nature of Business - Additional Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash and cash equivalents and investments | $ 136,600 | |
Period of sufficiency of cash resources to fund operating plan | 12 months | |
Accumulated deficit | $ 157,009 | $ 116,515 |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Accounting Policies - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2019segment | |
Accounting Policies [Abstract] | |
Number of segments | 1 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and Liabilities Recognized at Fair Value (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, cash equivalents | $ 43,714 | $ 17,770 |
Fair value measurements | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets at fair value | 131,466 | 152,460 |
Fair value measurements | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets at fair value | 96,208 | 115,752 |
Fair value measurements | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets at fair value | 35,258 | 36,708 |
Fair value measurements | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets at fair value | 0 | 0 |
Shorter maturity | Fair value measurements | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, cash equivalents | 20,539 | 7,643 |
Shorter maturity | Fair value measurements | Money market funds | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, cash equivalents | 20,539 | 7,643 |
Shorter maturity | Fair value measurements | Money market funds | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, cash equivalents | 0 | 0 |
Shorter maturity | Fair value measurements | Money market funds | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, cash equivalents | 0 | 0 |
Shorter maturity | Fair value measurements | U.S. Treasury obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, cash equivalents | 9,906 | 1,748 |
Shorter maturity | Fair value measurements | U.S. Treasury obligations | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, cash equivalents | 4,418 | 1,748 |
Shorter maturity | Fair value measurements | U.S. Treasury obligations | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, cash equivalents | 5,488 | 0 |
Shorter maturity | Fair value measurements | U.S. Treasury obligations | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, cash equivalents | 0 | 0 |
Shorter maturity | Fair value measurements | Government agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, cash equivalents | 2,998 | |
Shorter maturity | Fair value measurements | Government agency securities | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, cash equivalents | 2,998 | |
Shorter maturity | Fair value measurements | Government agency securities | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, cash equivalents | 0 | |
Shorter maturity | Fair value measurements | Government agency securities | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, cash equivalents | 0 | |
Longer maturity | Fair value measurements | U.S. Treasury obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, investments available-for-sale securities | 18,722 | 34,849 |
Longer maturity | Fair value measurements | U.S. Treasury obligations | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, investments available-for-sale securities | 18,722 | 34,103 |
Longer maturity | Fair value measurements | U.S. Treasury obligations | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, investments available-for-sale securities | 0 | 746 |
Longer maturity | Fair value measurements | U.S. Treasury obligations | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, investments available-for-sale securities | 0 | 0 |
Longer maturity | Fair value measurements | Government agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, investments available-for-sale securities | 74,201 | 100,695 |
Longer maturity | Fair value measurements | Government agency securities | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, investments available-for-sale securities | 44,431 | 64,733 |
Longer maturity | Fair value measurements | Government agency securities | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, investments available-for-sale securities | 29,770 | 35,962 |
Longer maturity | Fair value measurements | Government agency securities | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, investments available-for-sale securities | 0 | 0 |
Corporate equity securities | Fair value measurements | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, marketable equity securities | 5,100 | 7,525 |
Corporate equity securities | Fair value measurements | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, marketable equity securities | 5,100 | 7,525 |
Corporate equity securities | Fair value measurements | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, marketable equity securities | 0 | 0 |
Corporate equity securities | Fair value measurements | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, marketable equity securities | $ 0 | $ 0 |
Cash, Cash Equivalents, Inves_3
Cash, Cash Equivalents, Investments and Marketable Equity Securities - Cash Equivalents and Short-term and Long-term Investments (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | |
Cash and Cash Equivalents | |||
Amortized cost, cash and cash equivalents | $ 43,714 | $ 17,770 | $ 58,359 |
Fair value, cash and cash equivalent | 43,714 | 17,770 | |
U.S. Treasury obligations | |||
Debt Securities | |||
Amortized cost, investments available for sale | 18,711 | 34,856 | |
Unrealized gains | 11 | 2 | |
Unrealized losses | 0 | (9) | |
Fair value, available-for-sale securities | 18,722 | 34,849 | |
Government agency securities | |||
Debt Securities | |||
Amortized cost, investments available for sale | 74,131 | 100,748 | |
Unrealized gains | 70 | 7 | |
Unrealized losses | 0 | (60) | |
Fair value, available-for-sale securities | 74,201 | 100,695 | |
Investments, available for sale | |||
Debt Securities | |||
Amortized cost, investments available for sale | 92,842 | 135,604 | |
Unrealized gains | 81 | 9 | |
Unrealized losses | 0 | (69) | |
Fair value, available-for-sale securities | 92,923 | 135,544 | |
Marketable equity securities | |||
Marketable Securities | |||
Amortized cost | 10,451 | 10,451 | |
Unrealized gains | 0 | 0 | |
Unrealized losses | (5,351) | (2,926) | |
Fair value | 5,100 | 7,525 | |
Cash | |||
Cash and Cash Equivalents | |||
Amortized cost, cash and cash equivalents | 10,271 | 8,379 | |
Fair value, cash and cash equivalent | 10,271 | 8,379 | |
Money market funds | |||
Cash and Cash Equivalents | |||
Amortized cost, cash and cash equivalents | 20,539 | 7,643 | |
Fair value, cash and cash equivalent | 20,539 | 7,643 | |
U.S. Treasury obligations | |||
Cash and Cash Equivalents | |||
Amortized cost, cash and cash equivalents | 2,998 | 1,748 | |
Fair value, cash and cash equivalent | 2,998 | $ 1,748 | |
Government agency securities | |||
Cash and Cash Equivalents | |||
Amortized cost, cash and cash equivalents | 9,906 | ||
Fair value, cash and cash equivalent | $ 9,906 | ||
Measurement Input, Expected Term | U.S. Treasury obligations | |||
Debt Securities | |||
Average maturity | 101 days | 151 days | |
Measurement Input, Expected Term | Government agency securities | |||
Debt Securities | |||
Average maturity | 103 days | 153 days | |
Measurement Input, Expected Term | U.S. Treasury obligations | |||
Cash and Cash Equivalents | |||
Cash and Cash Equivalents, Term | 31 days | 31 days | |
Measurement Input, Expected Term | Government agency securities | |||
Cash and Cash Equivalents | |||
Cash and Cash Equivalents, Term | 36 days |
Restricted Cash (Details)
Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2017 |
Cash and Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 43,714 | $ 17,770 | $ 58,359 | |
Restricted cash | 1,157 | 1,157 | 1,557 | |
Total cash, cash equivalents and restricted cash shown in the statements of cash flows | $ 44,871 | $ 18,927 | $ 59,916 | $ 29,222 |
Cash, Cash Equivalents, Inves_4
Cash, Cash Equivalents, Investments and Marketable Equity Securities - Additional Information (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Cash and Cash Equivalents [Abstract] | ||
Debt securities, realized gain | $ 0 | $ 0 |
Debt securities, realized loss | 0 | 0 |
Equity securities, realized gain | 0 | 0 |
Equity securities, realized loss | 0 | 0 |
Other than temporary impairment losses, investments | $ 0 | $ 0 |
Accrued Expenses and Other Li_3
Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Accrued professional fees and other | $ 699 | $ 672 |
Employee compensation and benefits | 1,501 | 3,067 |
Research and development expenses | 2,978 | 1,476 |
Deferred lease incentive, current portion | 0 | 454 |
Accrued expenses and other liabilities | $ 5,178 | $ 5,669 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) | 1 Months Ended | 6 Months Ended | |
Feb. 28, 2019USD ($) | Jun. 30, 2019USD ($)segment | Dec. 31, 2018USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Number of segments | segment | 1 | ||
Contract asset | $ 0 | $ 16,000,000 | |
Contract liability | 10,500,000 | $ 10,500,000 | |
Celgene | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Contract liability | 7,800,000 | ||
Celgene | CTP-730 | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Contract liability | 1,400,000 | ||
Celgene | One of the other additional license programs | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Contract liability | 6,400,000 | ||
GSK | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Contract liability | 2,800,000 | ||
Indemnification agreement | Disposed of by sale, not discontinued operations | Assets for synthesis and research and development for treating Cystic Fibrosis | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Amount released | $ 16,000,000 | $ 16,000,000 |
Revenue - Vertex (Details)
Revenue - Vertex (Details) - Disposed of by sale, not discontinued operations - Assets for synthesis and research and development for treating Cystic Fibrosis - USD ($) | 1 Months Ended | 6 Months Ended | |
Feb. 28, 2019 | Jun. 30, 2019 | Mar. 03, 2017 | |
Revenue Recognition, Milestone Method [Line Items] | |||
Cash consideration | $ 160,000,000 | ||
Indemnification agreement | |||
Revenue Recognition, Milestone Method [Line Items] | |||
Amount released | $ 16,000,000 | $ 16,000,000 | |
Contingent consideration asset, After achievement of milestone events | |||
Revenue Recognition, Milestone Method [Line Items] | |||
Contingent consideration receivable | $ 90,000,000 |
Revenue - Processa (Details)
Revenue - Processa (Details) - Processa - USD ($) $ in Thousands | Mar. 21, 2018 | Mar. 19, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 |
Revenue Recognition, Milestone Method [Line Items] | |||||||
Equity received from sale (in shares) | 2,090,301 | 2,090,301 | |||||
Allocable arrangement consideration | $ 10,500 | $ 20 | $ 10,500 | $ 10,500 | $ 22 | $ 10,500 |
Revenue - Cipla (Details)
Revenue - Cipla (Details) - USD ($) | Jan. 16, 2019 | Jun. 30, 2019 | Jun. 30, 2019 | Jun. 30, 2018 |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Deferred revenue | $ 0 | $ (16,000) | ||
Cipla | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Deferred revenue | $ 1,000,000 | |||
Option to purchase inventory, valuation | 300,000 | |||
License and research and development revenue | 1,000,000 | $ 22,000 | $ 1,000,000 | |
Cipla | Achievement of Certain Milestones | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Eligible payments receivable | 57,000,000 | |||
Cipla | First Milestone | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Eligible payments receivable | $ 3,000,000 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | Jan. 01, 2019 | Jul. 06, 2017 | Jun. 30, 2019 |
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total unrecognized compensation cost related to unvested options | $ 19,600,000 | ||
Total unrecognized compensation cost, weighted-average recognition period | 2 years 7 months 18 days | ||
Restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of RSU shares, granted (in shares) | 500,000 | 0 | |
Total unrecognized compensation cost related to restricted stock units | $ 0 | ||
Restricted stock units | Tranche one | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting percentage | 50.00% | ||
Restricted stock units | Tranche two | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting percentage | 50.00% | ||
2014 Stock Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Additional shares issued under the plan (in shares) | 937,503 | ||
Common stock available for future award grant (in shares) | 1,639,915 | ||
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 4 years | ||
Awards expiration period | 10 years |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-Based Compensation Expense Related to All Stock Based Awards Recognized in Statements of Operations and Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 2,362 | $ 2,804 | $ 5,291 | $ 6,103 |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 1,063 | 1,274 | 2,538 | 2,801 |
General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 1,299 | $ 1,530 | $ 2,753 | $ 3,302 |
Stock-Based Compensation - Esti
Stock-Based Compensation - Estimated Weighted-Average Assumptions of Options Granted (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Share-based Payment Arrangement [Abstract] | ||||
Expected volatility | 76.89% | 77.13% | 77.10% | 77.17% |
Expected term | 6 years | 6 years | 6 years | 6 years |
Risk-free interest rate | 1.82% | 2.22% | 2.77% | 2.64% |
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Stock-Based Compensation - Fair
Stock-Based Compensation - Fair Value of Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Share-based Payment Arrangement [Abstract] | ||||
Weighted average grant date fair value of options granted, per option (in dollars per share) | $ 7.41 | $ 13.38 | $ 9.23 | $ 18.14 |
Aggregate grant date fair value of options vested during the period | $ 2,394 | $ 2,268 | $ 4,836 | $ 3,729 |
Total cash received from exercises of stock options | 165 | 242 | 970 | 911 |
Total intrinsic value of stock options exercised | $ 228 | $ 243 | $ 1,108 | $ 2,352 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended |
Jun. 30, 2019 | |
Number of Option Shares | |
Number of options, Outstanding beginning balance (in shares) | 3,557,406 |
Number of options, Granted (in shares) | 930,450 |
Number of options, Exercised (in shares) | (193,808) |
Number of options, Forfeited or expired (in shares) | (118,286) |
Number of options, Outstanding ending balance (in shares) | 4,175,762 |
Number of options, Exercisable (in shares) | 2,296,989 |
Number of options, Vested and expected to vest (in shares) | 4,008,832 |
Weighted Average Exercise Price per Share | |
Weighted average exercise price per share, Outstanding at beginning of year (in dollars per share) | $ 15.26 |
Weighted average exercise price per share, Granted (in dollars per share) | 13.62 |
Weighted average exercise price per share, Exercised (in dollars per share) | 8.52 |
Weighted average exercise price per share, Forfeited or expired (in dollars per share) | 20.38 |
Weighted average exercise price per share, Outstanding ending balance (in dollars per share) | 15.06 |
Weighted average exercise price per share, Exercisable (in dollars per share) | 13.46 |
Weighted average exercise price per share, Vested and expected to vest (in dollars per share) | $ 14.98 |
Weighted Average Remaining Contractual Term (In years) | |
Weighted average remaining contractual term, Outstanding | 7 years 26 days |
Weighted average remaining contractual term, Exercisable | 5 years 11 months 16 days |
Weighted average remaining contractual term, Vested and expected to vest | 7 years |
Aggregate Intrinsic Value | |
Aggregate intrinsic value, Outstanding | $ 4,243 |
Aggregate intrinsic value, Exercisable | 3,757 |
Aggregate intrinsic value, Vested and expected to vest | $ 4,216 |
Stock options | |
Aggregate Intrinsic Value | |
Estimated forfeiture rate | 7.00% |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of RSU Activity (Details) - Restricted stock units - $ / shares | Jul. 06, 2017 | Jun. 30, 2019 |
Number of RSU Shares | ||
Number of RSU shares, Outstanding beginning balance (in shares) | 228,150 | |
Number of RSU shares, Granted (in shares) | 500,000 | 0 |
Number of RSU shares, Released (in shares) | (202,550) | |
Number of RSU shares, Forfeited (in shares) | (25,600) | |
Number of RSU shares, Outstanding ending balance (in shares) | 0 | |
Weighted Average Grant Date Fair Value | ||
Weighted average grant date fair value, Outstanding at beginning of year (in dollars per share) | $ 13.87 | |
Weighted average grant date fair value, Granted (in dollars per share) | 0 | |
Weighted average grant date fair value, Released (in dollars per share) | 13.87 | |
Weighted average grant date fair value, Forfeited (in dollars per share) | 13.87 | |
Weighted average grant date fair value, Outstanding at ending of year (in dollars per share) | $ 0 |
Loss Per Share - Computation of
Loss Per Share - Computation of Basic and Diluted Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Numerator: | ||||||
Net loss applicable to common stockholders - basic and diluted | $ (18,668) | $ (21,826) | $ (13,325) | $ (4,463) | $ (40,494) | $ (17,788) |
Denominator: | ||||||
Weighted-average number of common shares used in net loss per share applicable to common stockholders - basic and diluted (in shares) | 23,790 | 23,402 | 23,650 | 23,313 | ||
Net loss per share applicable to common stockholders - basic and diluted (in dollars per share) | $ (0.78) | $ (0.57) | $ (1.71) | $ (0.76) | ||
Stock options | ||||||
Anti-dilutive potential common stock equivalents excluded from the calculation of net income (loss) per share: | ||||||
Anti-dilutive stock options, restricted stock units, and warrants (in shares) | 227 | 786 | 326 | 880 | ||
Restricted stock units | ||||||
Anti-dilutive potential common stock equivalents excluded from the calculation of net income (loss) per share: | ||||||
Anti-dilutive stock options, restricted stock units, and warrants (in shares) | 0 | 140 | 91 | 254 | ||
Warrants | ||||||
Anti-dilutive potential common stock equivalents excluded from the calculation of net income (loss) per share: | ||||||
Anti-dilutive stock options, restricted stock units, and warrants (in shares) | 61 | 132 | 78 | 132 |
Lease - Additional Information
Lease - Additional Information (Details) $ in Thousands | 6 Months Ended | |||
Jun. 30, 2019USD ($)ft²extension | Jan. 01, 2019USD ($) | Dec. 31, 2018USD ($) | Jun. 30, 2018USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Area of leased office and laboratory space | ft² | 55,522 | |||
Term of contract | 10 years | |||
Number of extensions | extension | 2 | |||
Length of extension | 5 years | |||
Weighted average remaining lease term | 9 years 6 months | 10 years 3 months 4 days | ||
Annual base rent amount | $ 2,800 | |||
Annual rent increase, percent | 3.00% | |||
Abatement of base rent amount | $ 500 | |||
Discount rate | 13.00% | |||
Operating lease liability | $ 16,579 | $ 16,900 | $ 0 | |
Lease liability, current portion | 202 | $ 0 | ||
Lease liability, net of current portion | 16,377 | 0 | ||
Tenant improvement allowance | 5,000 | |||
Operating lease right-of-use assets | 9,376 | 9,500 | $ 0 | $ 0 |
Operating lease, expense | 1,200 | |||
Operating lease, payments | $ 1,388 | |||
Accounting Standards Update 2016-02 | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Reduction to accrued rent | 2,900 | |||
Reduction to incentive to lessee | $ 4,500 |
Lease - Supplemental Cash Flow
Lease - Supplemental Cash Flow Information (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Leases [Abstract] | |
Operating cash flows from operating leases | $ 1,388 |
Lease - Supplemental Balance Sh
Lease - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 | Jun. 30, 2018 |
Leases [Abstract] | ||||
Operating lease right-of-use assets | $ 9,376 | $ 9,500 | $ 0 | $ 0 |
Operating lease liability | $ 16,579 | $ 16,900 | $ 0 | |
Weighted average remaining lease term | 9 years 6 months | 10 years 3 months 4 days | ||
Weighted average discount rate | 13.08% | 0.00% |
Lease - Lease Maturities (Detai
Lease - Lease Maturities (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Jan. 01, 2019 | Jun. 30, 2018 |
Leases [Abstract] | |||
2019 | $ 1,390 | ||
2020 | 2,406 | ||
2021 | 2,969 | ||
2022 | 3,058 | ||
2023 | 3,150 | ||
Thereafter | 17,223 | ||
Total lease payments | 30,196 | ||
Less imputed interest | (13,617) | ||
Total | $ 16,579 | $ 16,900 | $ 0 |
Open Market Sale Agreement (Det
Open Market Sale Agreement (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2019 | Mar. 01, 2019 | Dec. 31, 2018 | |
Equity [Abstract] | |||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Sale of stock, authorized amount | $ 50,000,000 | ||
Sale of stock, commission rate | 3.00% | ||
Legal expense maximum | $ 50,000 | ||
Professional fees | $ 200,000 |
Uncategorized Items - cnce-2019
Label | Element | Value |
Accounting Standards Update 2014-09 [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 15,752,000 |
Accounting Standards Update 2014-09 [Member] | Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 15,752,000 |