Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 03, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | FATE THERAPEUTICS, INC. | |
Entity Central Index Key | 0001434316 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Trading Symbol | FATE | |
Entity Common Stock, Shares Outstanding | 87,244,032 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity File Number | 001-36076 | |
Entity Tax Identification Number | 65-1311552 | |
Entity Address, Address Line One | 3535 General Atomics Court | |
Entity Address, Address Line Two | Suite 200 | |
Entity Address, City or Town | San Diego | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92121 | |
City Area Code | 858 | |
Local Phone Number | 875-1800 | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Common Stock | |
Security Exchange Name | NASDAQ | |
Entity Incorporation, State or Country Code | DE | |
Document Quarterly Report | true | |
Document Transition Report | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 349,130 | $ 99,814 |
Accounts receivable | 3,243 | |
Short-term investments and related maturity receivables | 139,675 | 121,613 |
Prepaid expenses and other current assets | 4,729 | 5,662 |
Total current assets | 496,777 | 227,089 |
Long-term investments | 13,233 | 39,440 |
Property and equipment, net | 20,710 | 11,419 |
Operating lease right-of-use assets | 67,130 | 22,752 |
Restricted cash | 15,227 | 227 |
Collaboration contract assets | 13,357 | 1,338 |
Other assets | 9 | 9 |
Total assets | 626,443 | 302,274 |
Current liabilities: | ||
Accounts payable | 3,717 | 5,822 |
Accrued expenses | 14,782 | 14,697 |
CIRM award liability, current portion | 3,160 | 2,808 |
Deferred revenue, current portion | 17,121 | 2,787 |
Operating lease liabilities, current portion | 2,330 | 1,692 |
Stock price appreciation milestones, current portion | 13,085 | |
Total current liabilities | 54,195 | 27,806 |
Deferred revenue, net of current portion | 49,378 | 3,775 |
CIRM award liability, net of current portion | 790 | 702 |
Operating lease liabilities, net of current portion | 83,156 | 25,235 |
Stock price appreciation milestones, net of current portion | 14,559 | |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock, $0.001 par value; authorized shares—5,000,000 at September 30, 2020 and December 31, 2019; Class A Convertible Preferred shares issued and outstanding—2,794,549 at September 30, 2020 and December 31, 2019 | 3 | 3 |
Common stock, $0.001 par value; authorized shares—150,000,000 at September 30, 2020 and December 31, 2019; issued and outstanding—87,004,686 at September 30, 2020 and 75,730,260 at December 31, 2019 | 87 | 76 |
Additional paid-in capital | 927,784 | 628,200 |
Accumulated other comprehensive gain | 312 | 22 |
Accumulated deficit | (503,821) | (383,545) |
Total stockholders’ equity | 424,365 | 244,756 |
Total liabilities and stockholders’ equity | $ 626,443 | $ 302,274 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized shares | 150,000,000 | 150,000,000 |
Common stock issued | 87,004,686 | 75,730,260 |
Common stock, outstanding shares | 87,004,686 | 75,730,260 |
Class A Convertible Preferred Shares | ||
Preferred stock, issued shares | 2,794,549 | 2,794,549 |
Preferred stock, outstanding shares | 2,794,549 | 2,794,549 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Statement [Abstract] | ||||
Collaboration revenue | $ 7,558 | $ 2,429 | $ 15,538 | $ 7,878 |
Type of Revenue [Extensible List] | us-gaap:LicenseMember | us-gaap:LicenseMember | us-gaap:LicenseMember | |
Operating expenses: | ||||
Research and development | 30,694 | $ 23,202 | $ 86,641 | $ 62,561 |
General and administrative | 8,351 | 6,346 | 23,583 | 16,966 |
Total operating expenses | 39,045 | 29,548 | 110,224 | 79,527 |
Loss from operations | (31,487) | (27,119) | (94,686) | (71,649) |
Other income (expense): | ||||
Interest income | 447 | 910 | 2,054 | 3,016 |
Interest expense | (400) | (1,214) | ||
Change in fair value of stock price appreciation milestones | (27,644) | (27,644) | ||
Total other income (expense), net | (27,197) | 510 | (25,590) | 1,802 |
Net loss | (58,684) | (26,609) | (120,276) | (69,847) |
Other comprehensive income (loss): | ||||
Unrealized gain (loss) on available-for-sale securities, net | (311) | (42) | 290 | 53 |
Comprehensive loss | $ (58,995) | $ (26,651) | $ (119,986) | $ (69,794) |
Net loss per common share, basic and diluted | $ (0.68) | $ (0.40) | $ (1.49) | $ (1.06) |
Weighted-average common shares used to compute basic and diluted net loss per share | 86,887,280 | 66,929,503 | 80,715,564 | 65,695,188 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Operating activities | ||
Net loss | $ (120,276) | $ (69,847) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 2,226 | 1,570 |
Stock-based compensation | 21,992 | 12,827 |
Amortization of debt discounts and debt issuance costs | 47 | |
Accretion and amortization of premiums and discounts on investments, net | 821 | (558) |
Amortization of collaboration contract assets | 1,260 | 433 |
Noncash interest expense | 238 | |
Deferred revenue | 59,937 | (7,225) |
Change in fair value of stock price appreciation milestones | 27,644 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (3,243) | 500 |
Prepaid expenses and other assets | (12,204) | 867 |
Accounts payable and accrued expenses | (2,626) | 2,766 |
Right-of-use assets and lease liabilities, net | 5,904 | 742 |
Net cash used in operating activities | (18,565) | (57,640) |
Investing activities | ||
Purchases of property and equipment | (2,660) | (4,805) |
Purchases of investments | (92,337) | (106,182) |
Maturities of investments | 99,950 | 64,050 |
Net cash provided by (used in) investing activities | 4,953 | (46,937) |
Financing activities | ||
Issuance of common stock from equity incentive plans, net of issuance costs | 4,770 | 2,109 |
Proceeds from public offering of common stock, net of issuance costs | 188,784 | 162,542 |
Proceeds from private placement of common stock, net of issuance costs | 50,000 | |
Proceeds from sale of common stock to collaboration partner, net of issuance costs | 33,934 | |
Proceeds from CIRM award | 440 | |
Principal repayments of long-term debt | (1,000) | |
Net cash provided by financing activities | 277,928 | 163,651 |
Net change in cash, cash equivalents and restricted cash | 264,316 | 59,074 |
Cash, cash equivalents and restricted cash at beginning of the period | 100,041 | 190,741 |
Cash, cash equivalents and restricted cash at end of the period | 364,357 | 249,815 |
Supplemental disclosure of cash flow information | ||
Interest paid | 938 | |
Supplemental schedule of noncash investing and financing activities | ||
Purchases of property and equipment in accounts payable | 1,183 | 804 |
Right-of use assets obtained in exchange for lease obligations | $ 48,099 | $ 7,705 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Summary of Significant Accounting Policies | 1. Organization and Summary of Significant Accounting Policies Organization Fate Therapeutics, Inc. (the Company) was incorporated in the state of Delaware on April 27, 2007 and has its principal operations in San Diego, California. The Company is a clinical-stage biopharmaceutical company dedicated to the development of programmed cellular immunotherapies for cancer and immune disorders. The Company’s therapeutic pipeline is comprised of immuno-oncology programs, including off-the-shelf engineered natural killer (NK) and T-cell product candidates derived from clonal master induced pluripotent stem cell (iPSC) lines, and immuno-regulatory programs, including product candidates to prevent life-threatening complications in patients undergoing hematopoietic cell transplantation. The Company’s product candidates are based on its proprietary cell programming approach, which it applies to modulate the therapeutic function and direct the fate of immune cells. As of September 30, 2020, the Company has devoted substantially all of its efforts to product development, raising capital and building infrastructure and has not generated any revenues from any sales of its therapeutic products. To date, the Company’s revenues have been derived from collaboration agreements and government grants. Public Equity Offerings In June 2020, the Company completed a public offering of common stock in which investors, certain of which are affiliated with a director of the Company, purchased 7.1 million shares of the Company’s common stock at a price of $28.31 per share under a shelf registration statement. Gross proceeds from the offering were $201.3 million, and, after giving effect to $12.5 million of costs related to the offering net proceeds were $188.8 million. In September 2019, the Company completed a public offering of common stock in which investors, certain of which are affiliated with a director of the Company, purchased 9.9 million shares of the Company’s common stock at a price of $17.50 per share under a shelf registration statement. Gross proceeds from the offering were $173.1 million, and, after giving effect to $10.7 million of costs related to the offering, net proceeds were $162.4 million. Private Placements In June 2020, in connection with the June 2020 public offering of common stock, the Company exercised its right to cause an existing shareholder, Johnson & Johnson Innovation-JJDC, Inc (JJDC), to purchase $50.0 million of the Company’s common stock, and JJDC purchased in a private placement 1.8 million shares of the Company’s common stock at a price of $28.31 per share, for aggregate proceeds of $50.0 million. In April 2020, in connection with the Janssen Agreement described in Note 2, JJDC purchased in a private placement 1.6 million shares of the Company’s common stock at a price of $31.00 per share, for aggregate proceeds of $50.0 million. The shares of common stock purchased in the private placements were not subject to any underwriting discounts or commissions. Use of Estimates The Company’s unaudited condensed consolidated financial statements are prepared in accordance with United States generally accepted accounting principles (U.S. GAAP). The preparation of the Company’s unaudited condensed consolidated financial statements requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in the Company’s unaudited condensed consolidated financial statements and accompanying notes. The most significant estimates and assumptions in the Company’s unaudited condensed consolidated financial statements relate to its contracts containing leases, accrued expenses and the estimated total costs expected to be incurred under the Company’s collaboration agreements. Although these estimates are based on the Company’s knowledge of current events and actions it may undertake in the future, actual results may ultimately materially differ from these estimates and assumptions. Risks and Uncertainties Due to the global outbreak of SARS-CoV-2, the novel strain of coronavirus that causes Coronavirus disease 19 (COVID-19), the Company experienced impacts on certain aspects of its business, including its clinical trial and research and development activities, during the nine months ended September 30, 2020. For example, certain of the Company’s research and development activities have been delayed or disrupted as a result of measures the Company implemented in response to governmental “stay at home” orders and in the interests of public health and safety, and the Company has experienced delays or disruptions in the initiation and conduct of its clinical trials as a result of prioritization of hospital and other medical resources toward pandemic efforts, policies and procedures implemented at clinical sites with respect to the conduct of clinical trials, and other precautionary measures taken in treating patients or in practicing medicine in response to the COVID-19 pandemic. The scope and duration of these delays and disruptions, and the ultimate impacts of COVID-19 on the Company’s operations, are currently unknown. The Company is continuing to actively monitor the situation and may take further precautionary and preemptive actions as may be required by federal, state or local authorities or that it determines are in the best interests of public health and safety and that of the Company’s patient community, employees, partners, and stockholders. The Company cannot predict the effects that such actions, or the impact of COVID-19 on global business operations and economic conditions, may have on its business, strategy, collaborations, or financial and operating results. Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries, Fate Therapeutics Ltd., incorporated in the United Kingdom, Fate Therapeutics, B.V., incorporated in the Netherlands and Tfinity Therapeutics, Inc., incorporated in the United States. To date, the aggregate operations of these subsidiaries have not been significant and all intercompany transactions and balances have been eliminated in consolidation. Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents include cash in readily available checking and savings accounts, money market accounts and money market funds. The Company considers all highly liquid investments with an original maturity of three months or less from the date of purchase to be cash equivalents. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the unaudited condensed consolidated balance sheets that sum to the total of the same such amount shown in the unaudited condensed consolidated statements of cash flows as of September 30, 2020 and 2019 (in thousands): Nine Months Ended September 30, 2020 2019 Cash and cash equivalents $ 349,130 $ 249,588 Restricted cash 15,227 227 Total cash, cash equivalents, and restricted cash shown in the unaudited condensed consolidated statement of cash flows $ 364,357 $ 249,815 In January 2020, the Company entered into a lease for a facility in San Diego that it intends to use as its new corporate headquarters. In lieu of a security deposit, Silicon Valley Bank issued a $15.0 million letter of credit on the Company’s behalf, which letter of credit is secured by a deposit of equal amount Investments Investments are accounted for as available-for-sale securities and are carried at fair value on the unaudited condensed consolidated balance sheets. Upon initial recognition of the investment and at each reporting period, the Company evaluates whether any unrealized losses on investments are attributable to a credit loss or other factors. Any unrealized losses attributable to credit loss are recorded through an allowance for credit losses, limited to the amount by which the fair value is below amortized cost, with the offsetting amount recorded in other income or expense in the unaudited condensed consolidated statement of operations and comprehensive loss. Unrealized losses not attributable to an expected credit loss and unrealized gains on investments are recorded in other comprehensive income (loss) on the condensed consolidated statements of operations and comprehensive loss. Realized gains and losses, if any, on investments classified as available-for-sale securities are included in other income or expense. The amortized cost of investments classified as available-for-sale debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization and accretion are included in interest income. The cost of securities sold is based on the specific identification method. Interest and dividends on securities classified as available-for-sale are included in interest income. Unaudited Interim Financial Information The accompanying interim condensed consolidated financial statements are unaudited. These unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. GAAP and following the requirements of the United States Securities and Exchange Commission (SEC) for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required can be condensed or omitted. The interim unaudited condensed consolidated financial statements should be read in conjunction with the Company’s financial statements and accompanying notes for the fiscal year ended December 31, 2019, contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed by the Company with the SEC on March 2, 2020. In management’s opinion, the unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position and its results of operations and comprehensive loss and its cash flows for the periods presented. The results for the three and nine months ended September 30, 2020 are not necessarily indicative of the results expected for the full fiscal year or any other interim period or any future year or period. Revenue Recognition The Company recognizes revenue in a manner that depicts the transfer of control of a product or a service to a customer and reflects the amount of the consideration the Company is entitled to receive in exchange for such product or service. In doing so, the Company follows a five-step approach: (i) identify the contract with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations, and (v) recognize revenue when (or as) the customer obtains control of the product or service. A customer is a party that has entered into a contract with the Company, where the purpose of the contract is to obtain a product or a service that is an output of the Company’s ordinary activities in exchange for consideration. To be considered a contract, (i) the contract must be approved (in writing, orally, or in accordance with other customary business practices), (ii) each party’s rights regarding the product product product A performance obligation is defined as a promise to transfer a product The transaction price is the amount of consideration the Company is entitled to receive in exchange for the transfer of control of a product or a service to If a contract has multiple performance obligations, the Company allocates the transaction price to each distinct performance obligation in an amount that reflects the consideration the Company is entitled to receive in exchange for satisfying each distinct performance obligation. For each distinct performance obligation, revenue is recognized when (or as) the Company transfers control of the product or the service applicable to such performance obligation. In those instances where the Company first receives consideration in advance of satisfying its performance obligation, the Company classifies such consideration as deferred revenue until (or as) the Company satisfies such performance obligation. In those instances where the Company first satisfies its performance obligation prior to its receipt of consideration, the consideration is recorded as accounts receivable. The Company expenses incremental costs of obtaining and fulfilling a contract as and when incurred if the expected amortization period of the asset that would be recognized is one year or less, or if the amount of the asset is immaterial. Otherwise, such costs are capitalized as contract assets if they are incremental to the contract and amortized to expense proportionate to revenue recognition of the underlying contract. Stock Price Appreciation Milestones The Company estimates the fair value of the stock price appreciation milestones, defined as enterprise value milestones in the Amended and Restated Exclusive License Agreement with Memorial Sloan Kettering Cancer Center (see Note 2), Derivatives and Hedging Leases The Company determines if a contract contains a lease at the inception of the contract. The Company currently has leases related to its facilities leased for office and laboratory space, which are classified as operating leases. These leases result in operating right-of-use (ROU) assets, current operating lease liabilities, and non-current operating lease liabilities in the unaudited condensed consolidated balance sheets. The Company does not have any financing leases. Leases with a term of 12 months or less are considered short-term and ROU assets and lease obligations are not recognized. Payments associated with short-term leases are expensed on a straight-line basis over the lease term. Lease liabilities represent an obligation to make lease payments arising from the lease and ROU assets represent the right to use the underlying asset identified in the lease for the lease term. Lease liabilities are measured at the present value of the lease payments not yet paid discounted using the discount rate for the lease established at the lease commencement date. To determine the present value, the implicit rate is used when readily determinable. For those leases where the implicit rate is not provided, the Company determines an incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. ROU assets are measured as the present value of the lease payments and also include any prepaid lease payments made and any other indirect costs incurred, and exclude any lease incentives received. Lease terms may include the impact of options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for operating leases is recognized on a straight-line basis over the lease term. The Company aggregates all lease and non-lease components for each class of underlying assets into a single lease component. Stock-Based Compensation Stock-based compensation expense represents the cost of the grant date fair value of employee stock option and restricted stock unit grants recognized over the requisite service period of the awards (usually the vesting period) on a straight-line basis. For stock option grants for which vesting is subject to performance-based milestones, the expense is recorded over the remaining service period after the point when the achievement of the milestone is probable or the performance condition has been achieved. For stock option grants for which vesting is subject to both performance-based milestones and market conditions, expense is recorded over the derived service period after the point when the achievement of the performance-based milestone is probable or the performance condition has been achieved. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model, with the exception of option grants for which vesting is subject to both performance-based milestones and market conditions, which are valued using a lattice-based model. The fair value of restricted stock units is based on the closing price of the Company’s common stock as reported on The Nasdaq Global Market on the date of grant. The Company recognizes forfeitures for all awards as such forfeitures occur. Convertible Preferred Stock The Company applies the relevant accounting standards to distinguish liabilities from equity when assessing the classification and measurement of preferred stock. Preferred shares subject to mandatory redemptions are considered liabilities and measured at fair value. Conditionally redeemable preferred shares are considered temporary equity. All other preferred shares are considered as stockholders’ equity. The Company applies the relevant accounting standards for derivatives and hedging (in addition to distinguishing liabilities from equity) when accounting for hybrid contracts that contain conversion options. Conversion options must be bifurcated from the host instruments and accounted for as free-standing financial instruments according to certain criteria. These criteria include circumstances when (i) the economic characteristics and risks of the embedded derivative instruments are not clearly and closely related to the economic characteristics and risks of the host contract, (ii) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable accounting principles with changes in fair value reported in earnings as they occurred, and (iii) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The derivative is subsequently measured at fair value at each reporting date, with the changes in fair value reported in earnings. Comprehensive Loss Comprehensive loss is defined as a change in equity during a period from transactions and other events and circumstances from non‑owner sources. Other comprehensive loss includes unrealized gains and losses, other than losses attributable to a credit loss which are included in other income and expense, on investments classified as available-for-sale securities, which was the only difference between net loss and comprehensive loss for the applicable periods. Net Loss per Common Share Basic net loss per common share is calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding for the period, without consideration for common stock equivalents. Dilutive common stock equivalents for the periods presented include convertible preferred stock, warrants for the purchase of common stock, and common stock options and restricted stock units outstanding under the Company’s stock option and incentive plans. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to the Company’s net loss position. For the three and nine months ended September 30, 2020, the Company realized a net loss of $58.7 million and $120.3 million, respectively. Shares of potentially dilutive securities totaled 26.1 million for the three and nine months ended September 30, 2020, including 14.0 million shares associated with a hypothetical conversion of all outstanding shares of the Company’s Class A convertible preferred stock, and an aggregate of 12.1 million shares of common stock issuable upon the exercise of outstanding stock options and the settlement of outstanding restricted stock units. For the three and nine months ended September 30, 2019, the Company realized a net loss of $26.6 million and $69.8 million, respectively. Shares of potentially dilutive securities totaled 24.0 million for the three and nine months ended September 30, 2019, including 14.0 million shares associated with a hypothetical conversion of all outstanding shares of the Company’s Class A convertible preferred stock, and an aggregate of 10.0 million shares of common stock issuable upon the exercise of outstanding stock options and the settlement of outstanding restricted stock units. Going Concern Assessment Substantial doubt about an entity’s ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year from the financial statement issuance date. The Company determined that there are no conditions or events that raise substantial doubt about its ability to continue as a going concern for a period of at least twelve months from the date of issuance of these financial statements. Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2019-12, Simplifying the Accounting for Income Taxes, In November 2018, the FASB issued ASU 2018-18, which clarifies the interaction between ASC Topic 808, Collaborative Arrangements , and ASC Topic 606, Revenue from Contracts with Customers . The guidance, among other items, clarifies that certain transactions between collaborative participants should be accounted for as revenue under Topic 606 when the collaborative arrangement participant is a customer in the context of a unit of account. ASU 2018-18 is effective for fiscal years beginning after December 15, 2019. The Company adopted the standard effective January 1, 2020, and such adoption did not have a material impact on the Company’s consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement amends the disclosure requirements in 820 by adding, changing, or removing certain disclosures. ASU 2018-13 is effective for fiscal years beginning after December 15, 2019. The Company adopted the standard effective January 1, 2020, and such adoption did not have a material impact on the Company’s consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments |
Collaboration and License Agree
Collaboration and License Agreements | 9 Months Ended |
Sep. 30, 2020 | |
Collaboration And License Agreements Disclosure [Abstract] | |
Collaboration and License Agreements | 2. Collaboration and License Agreements Janssen Collaboration and Option Agreement On April 2, 2020 (the Effective Date), the Company entered into a Collaboration and Option Agreement (the Janssen Agreement) with Janssen Biotech, Inc. (Janssen), part of the Janssen Pharmaceutical Companies of Johnson & Johnson. Additionally, on the Effective Date, the Company entered into a Stock Purchase Agreement (the Stock Purchase Agreement) with Johnson & Johnson Innovation – JJDC, Inc. (JJDC). Upon entering the Janssen Agreement, the Company received an upfront, non-refundable and non-creditable payment of $50.0 million. Under the Janssen Agreement, Janssen and the Company will collaborate to develop iPSC-derived CAR NK and CAR T-cell product candidates for the treatment of cancer. Janssen will contribute proprietary antigen binding domains directed to up to four tumor-associated antigen targets (the Janssen Cancer Targets). The Company will research and construct iPSC-derived CAR NK and CAR T-cell product candidates directed to each of the Janssen Cancer Targets (the Collaboration Candidates) and perform preclinical development of Collaboration Candidates. Upon the Company’s completion of activities sufficient to allow the filing of an Investigational New Drug (IND) application for a Collaboration Candidate, Janssen will have the right to exercise an exclusive option and obtain an exclusive license to the Company’s intellectual property rights for the development and commercialization of such Collaboration Candidate. Upon the exercise of such exclusive option, Janssen will be solely responsible for the worldwide clinical development and commercialization of such Collaboration Candidate, and the Company will be primarily responsible for the manufacture, at Janssen’s cost, of such Collaboration Candidate. For each Collaboration Candidate, upon attaining clinical proof-of-concept, the Company shall have the right to elect to co-commercialize and share equally in the profits and losses in the United States, subject to the Company sharing in certain development costs. Under the Stock Purchase Agreement, the Company sold 1.6 million shares of common stock to JJDC at $31.00 per share, for an aggregate purchase price of approximately $50.0 million, on April 7, 2020. The Company determined that this common stock purchase represented a premium of $9.93 per share, or $16.0 million in aggregate (the Equity Premium), and the remaining $34.0 million was recorded as an issuance of common stock in shareholders’ equity. In addition, under the Stock Purchase Agreement, the Company had the right to require that JJDC purchase an aggregate of $50.0 million in shares of the Company’s common stock in a private placement at the same price per share as that paid by investors in a public offering. In June 2020, in connection with the Company’s June 2020 public offering, the Company exercised this right and JJDC purchased in a private placement 1.8 million shares of the Company’s common stock at a price of $28.31 per share, for aggregate proceeds of $50.0 million. Under the terms of the Janssen Agreement, the Company is entitled to receive full funding for all research, preclinical development and IND-enabling activities performed by the Company for Collaboration Candidates, and is eligible to receive (i) with respect to the first Janssen Cancer Target, payments of up to $898.0 million upon the achievement of specified development, regulatory and sales milestones (the Janssen Milestone Payments) for the first Collaboration Candidate, and up to $460.0 million in Janssen Milestone Payments for each additional Collaboration Candidate, directed to the first Janssen Cancer Target; and (ii) with respect to each of the second, third and fourth Janssen Cancer Targets, up to $706.0 million in Janssen Milestone Payments for each of the first Collaboration Candidates, and up to $340.0 million in Janssen Milestone Payments for each additional Collaboration Candidate, directed to the applicable Janssen Cancer Target, where certain Janssen Milestone Payments under (i) and (ii) are subject to reduction in the event the Company elects to co-commercialize and share equally in the profits and losses in the United States of a respective Collaboration Candidate. The Company is further eligible to receive double-digit tiered royalties ranging up to the mid-teens on net sales of Collaboration Candidates that are commercialized by Janssen under the Janssen Agreement, subject to reduction under certain circumstances. Janssen may terminate the Janssen Agreement with respect to one or more Janssen Cancer Targets, or in its entirety, at any time on or after the second anniversary of the Effective Date, and the Company may terminate the Janssen Agreement with respect to a particular Janssen Cancer Target if a Collaboration Candidate has not been selected for IND-enabling studies for such Janssen Cancer Target within specified time periods under certain conditions. The Janssen Agreement contains customary provisions for termination by either party in the event of a material breach of the Janssen Agreement, subject to cure, by the other party and in the event of any bankruptcy, insolvency or similar events with respect to the other party. The Company applied ASC 808, Collaborative Arrangements Revenue from Contracts with Customers The Company also assessed the effects of any variable elements under the Janssen Agreement. Such assessment evaluated, among other things, the funding to be received by the Company for its conduct of research and development services. Based on its assessment, the Company concluded that the total amount to be received by the Company for its conduct of research and development services is variable and cannot be readily estimated and, therefore, no amounts associated with such services were included in the initial transaction price. In addition, the Company also assessed its likelihood of receiving (i) preclinical milestones, (ii) various clinical, regulatory and commercial milestone payments, and (iii) royalties on net sales of the Collaboration Candidates. Based on the likelihood of receiving such milestone payments and royalties, no amounts associated with milestones or royalties were included in the initial transaction price. In accordance with ASC 606, the Company determined that the initial transaction price under the Janssen Agreement equals $66.0 million, consisting of the upfront, non-refundable and non-creditable payment of $50.0 million and the Equity Premium of $16.0 million. The Company concluded that there was not a significant financing component under the Janssen Agreement. The upfront payment of $66.0 million was recorded as deferred revenue and is being recognized as revenue consistent with the Company’s efforts related to the conduct of research and development services, as the research and development services are the primary component of the combined performance obligation. Since the total amount to be received by the Company for its research and development services under the Janssen Agreement could not be readily estimated, revenue associated with the upfront payment will be recognized based on actual headcount utilized as a percentage of total headcount expected to be utilized over the expected term of the conduct of the research and development services As a direct result of the Company’s entry into the Janssen Agreement, the Company incurred $13.3 million in sublicense fees to certain of its existing licensors. The $13.3 million in sublicense consideration represents an asset under ASC 340, Other Assets and Deferred Costs The Company recognized revenue of $5.6 million and $9.1 million under the Janssen Agreement for the three and nine months ended September 30, 2020, respectively. Such revenue comprised $2.4 million associated with research and development services and $3.2 million associated with the upfront fee and Equity Premium for the three months ended September 30, 2020 and $4.1 million associated with research and development services and $5.0 million associated with the upfront fee and Equity Premium for the nine months ended September 30, 2020. As of September 30, 2020, aggregate deferred revenue related to the Janssen Agreement was $61.9 million, of which $14.5 million is classified as current. As of September 30, 2020, the Company has received $1.7 million in aggregate research and development fees from Janssen. Ono Collaboration and Option Agreement On September 14, 2018, the Company entered into a Collaboration and Option Agreement (the Ono Agreement) with Ono Pharmaceutical Co. Ltd. (Ono) for the joint development and commercialization of two off-the-shelf iPSC-derived chimeric antigen receptor (CAR) T-cell product candidates. The first off-the-shelf, iPSC-derived CAR T-cell candidate (Candidate 1) targets an antigen expressed on certain lymphoblastic leukemias, and the second off-the-shelf, iPSC-derived CAR T-cell candidate (Candidate 2) targets a novel antigen identified by Ono expressed on certain solid tumors (each a Candidate and collectively the Candidates ). Pursuant to the Ono Agreement, the Company and Ono are jointly conducting research and development activities under a joint development plan, with the goal of advancing each Candidate to a pre-defined preclinical milestone. The Company has granted to Ono, during a specified period of time, an option to obtain an exclusive license under certain intellectual property rights to develop and commercialize (a) Candidate 1 in Asia, with the Company retaining rights for development and commercialization in all other territories of the world and (b) Candidate 2 in all territories of the world, with the Company retaining the right to co-develop and co-commercialize Candidate 2 in the United States and Europe under a joint arrangement whereby it is eligible to share at least 50 For each Candidate, the Option will expire upon the earliest of: (a) the achievement of the pre-defined preclinical milestone, (b) termination by Ono of research and development activities for the Candidate and (c) the date that is the later of (i) four years after the Effective Date and (ii) completion of all applicable activities contemplated under the joint development plan (the Option Period). The Company has maintained worldwide rights of manufacture for both Candidates. Under the terms of the Ono Agreement, Ono paid the Company an upfront, non-refundable and non-creditable payment of $10.0 million in connection with entering into the Ono Agreement. Additionally, as consideration for the Company’s conduct of research and preclinical development under a joint development plan, Ono pays the Company annual research and development fees set forth in the annual budget included in the joint development plan, which fees are estimated to be $20.0 million in aggregate over the course of the joint development plan. Further, under the terms of the Ono Agreement, Ono has agreed to pay the Company up to an additional $40.0 million, subject to the achievement of a preclinical milestone (Ono Option Milestone) and the exercise by Ono of the Options (Ono Option Exercise Fees) during the Option Period. Such fees are in addition to the upfront payment and research and development fees. Subject to Ono’s exercise of the Options and to the achievement of certain clinical, regulatory and commercial milestones (Ono Milestones) with respect to each Candidate in specified territories, the Company is eligible to receive an aggregate of up to $285.0 million in milestone payments for Candidate 1 and an aggregate of up to $895.0 million in milestone payments for Candidate 2, with the applicable milestone payments for Candidate 2 for the United States and Europe subject to reduction by 50% if the Company elects to co-develop and co-commercialize Candidate 2 as described above. The Company is also eligible to receive tiered royalties (Ono Royalties) ranging from the mid-single digits to the low-double digits based on annual net sales by Ono of each Candidate in specified territories, with such royalties subject to certain reductions. The Ono Agreement will terminate with respect to a Candidate if Ono does not exercise its Option for a Candidate within the Option Period, or in its entirety if Ono does not exercise any of its Options for the Candidates within their respective Option Periods. In addition, either party may terminate the Ono Agreement in the event of breach, insolvency or patent challenges by the other party; provided, that Ono may terminate the Ono Agreement in its sole discretion (x) on a Candidate-by-Candidate basis at any time after the second anniversary of the effective date of the Ono Agreement or (y) on a Candidate-by-Candidate or country-by-country basis at any time after the expiration of the Option Period, subject to certain limitations. The Ono Agreement will expire on a Candidate-by-Candidate and country-by-country basis upon the expiration of the applicable royalty term, or in its entirety upon the expiration of all applicable payment obligations under the Ono Agreement. The Company applied ASC 808 and determined that the Ono Agreement is applicable to such guidance. The Company concluded that Ono represented a customer and applied relevant guidance from ASC 606 to evaluate the appropriate accounting for the Ono Agreement. In accordance with this guidance, the Company identified its performance obligations, including its grant of a license to Ono to certain of its intellectual property subject to certain conditions, its conduct of research services, and its participation in a joint steering committee. The Company determined that its grant of a license to Ono to certain of its intellectual property subject to certain conditions was not distinct from other performance obligations because such grant is dependent on the conduct and results of the research services. Additionally, the Company determined that its conduct of research services was not distinct from other performance obligations since such conduct is dependent on the guidance of the joint steering committee. Accordingly, the Company determined that all performance obligations should be accounted for as one combined performance obligation, and that the combined performance obligation is transferred over the expected term of the conduct of the research services, which is estimated to be four years. The Company also assessed, in connection with the upfront, non-refundable and non-creditable payment of $10.0 million received in September 2018 and the $5.0 million prepayment of the first-year research and development fees in October 2018 and concluded that there was not a significant financing component to the Ono Agreement. The Company also assessed the effects of any variable elements under the Ono Agreement. Such assessment evaluated, among other things, the likelihood of receiving (i) preclinical milestone and option fees, (ii) various clinical, regulatory and commercial milestone payments, and (iii) royalties on net sales of either product Candidate. Based on its assessment, the Company concluded that, based on the likelihood of these variable components occurring, there was not a significant variable element included in the transaction price. Accordingly, the Company has not assigned a transaction price to any Ono Option Milestone, Ono Milestones or Ono Option Exercise Fees given the substantial uncertainty related to their achievement and has not assigned a transaction price to any Ono Royalties. In accordance with ASC 606, the Company determined that the initial transaction price under the Ono Agreement equals $30.0 million, consisting of the upfront, non-refundable and non-creditable payment of $10.0 million and the aggregate estimated research and development fees of $20.0 million. The upfront payment of $10.0 million was recorded as deferred revenue and is being recognized as revenue over time in conjunction with the Company’s conduct of research services as the research services are the primary component of the combined performance obligations. Revenue associated with the upfront payment will be recognized based on actual costs incurred as a percentage of the estimated total costs expected to be incurred over the expected term of conduct of the research services. The Company recorded the $5.0 million prepayment of the first-year research and development fees as deferred revenue, and such fees were recognized as revenue as the research services were delivered. The Company has not assigned a transaction price to any Ono Option Milestone, Ono Milestones or Ono Option Exercise Fees given the substantial uncertainty related to their achievement and has not assigned a transaction price to any Ono Royalties. As a direct result of the Company’s entry into the Ono Agreement, the Company incurred an aggregate of $2.0 million in sublicense consideration to existing licensors of the Company. The $2.0 million in sublicense consideration represents an asset under ASC 340, Other Assets and Deferred Costs The Company recognized revenue of $1.9 million and $6.5 million under the Ono Agreement for the three and nine months ended September 30, 2020, respectively. Such revenue comprised $1.3 million associated with research services and $0.6 million associated with the upfront payment for the three months ended September 30, 2020, and $4.3 million associated with research services and $2.2 million associated with the upfront payment for the nine months ended September 30, 2020. During the three and nine months ended September 30, 2019, t he Company recognized revenue of $2.4 million and $6.5 million under the Ono Agreement, respectively. Such revenue comprised $1.6 million associated with research services and $0.8 million associated with the upfront payment for the three months ended September 30, 2019, and $4.3 million associated with research services and $2.2 million associated with the upfront payment for the nine months ended September 30, 2019. As of September 30, 2020, the Company has received $11.0 million in aggregate research and development fees from Ono. Juno Collaboration and License Agreement On May 4, 2015, the Company entered into a strategic research collaboration and license agreement (the Juno Agreement) with Juno Therapeutics, Inc. (Juno) to screen for and identify small molecules that enhance the therapeutic properties of Juno’s genetically-engineered T-cell immunotherapies. The four-year No revenue was recognized under the Juno Agreement for either the three or nine months ended September 30, 2020. During the nine months ended September 30, 2019, revenue recognized under the Juno Agreement was $1.4 million. No revenue was recognized during the three months ended September 30, 2019. No additional revenue is expected to be recognized under the Juno Agreement in future periods. Memorial Sloan Kettering Cancer Center License Agreement On May 15, 2018, the Company entered into an Amended and Restated Exclusive License Agreement (the Amended MSK License) with Memorial Sloan Kettering Cancer Center (MSK). The Amended MSK License amends and restates the Exclusive License Agreement entered into between the Company and MSK on August 19, 2016 (the Original MSK License), pursuant to which the Company entered into an exclusive license agreement with MSK for rights relating to compositions and methods covering iPSC-derived cellular immunotherapy, including T-cells and NK-cells derived from iPSCs engineered with CARs. Pursuant to the Amended MSK License, MSK granted to the Company additional licenses to certain patents and patent applications relating to new CAR constructs and off-the-shelf CAR T cells, including the use of clustered regularly interspaced short palindromic repeat (CRISPR) and other innovative technologies for their production, in each case to research, develop, and commercialize licensed products in the field of all human therapeutic uses worldwide. The Company has the right to grant sublicenses to certain licensed rights in accordance with the terms of the Amended MSK License, in which case it is obligated to pay MSK a percentage of certain sublicense income received by the Company. In the event a licensed product achieves a specified clinical milestone, MSK is then eligible to receive certain milestone payments totaling up to $75.0 million based on the price of the Company’s common stock, where the amount of such payments owed to MSK is contingent upon certain increases in the price of the Company’s common stock following the date of achievement of such clinical milestone. These payments are based on common stock price multiples, with the numerator being the fair value of the ten-trading day trailing average closing price of the Company’s common stock and the denominator being the ten-trading day trailing average closing price of the Company’s common stock as of the effective date of the Amended MSK License, adjusted for any stock splits, cash dividends, stock dividends, other distributions, combinations, recapitalizations, or similar events. Under the terms of the Amended MSK License, upon a change of control of the Company, in certain circumstances, the Company may be required to pay a portion of these payments to MSK based on the change of control. The following table summarizes the common stock multiples and the enterprise value milestone payments, none of which have been triggered as of September 30, 2020: Common stock multiple 5.0x 10.0x 15.0x Ten-trading day trailing average common stock price $ 50.18 $ 100.36 $ 150.54 Enterprise value milestone payment (in millions) $ 20.0 $ 30.0 $ 25.0 To determine the estimated fair value of the enterprise value milestones, the Company uses a Monte Carlo simulation methodology which models future Company common stock prices based on the current stock price and several key variables. The following variables were incorporated in the calculation of the estimated fair value of the enterprise value milestones as of September 30, 2020: As of September 30, 2020 Risk-free interest rate 1.2 % Expected volatility 77.6 % Estimated term (in years) 18.3 Closing stock price as of remeasurement date $ 39.97 The key inputs to the Monte Carlo simulation to determine the fair value of the enterprise value milestones include the Company’s stock price as of the measurement date; the estimated term which is based in part on the last valid patent claim date; the expected volatility of the Company’s common stock, estimated using the Company’s historical common stock volatility as of the remeasurement date; and the risk-free rate based on the U.S. Treasury yield for the estimated term determined. Fair value measurements are highly sensitive to changes in these inputs and significant changes could result in a significantly higher or lower fair value and resulting expense or gain. As the enterprise value milestones are first contingent upon the achievement of a specified clinical milestone, the Company estimates the fair value of the enterprise value milestones based on the probability of achieving the clinical milestone. This assessment is based on several factors including the successful achievement of technological, manufacturing, and regulatory requirements. At each balance sheet date, the Company remeasures the fair value, with changes in fair value recognized as a component of other income (expense) in the consolidated statements of operations. Amounts are included in short-term or long-term liabilities based on the estimated timeline associated with the individual potential payments. During the three and nine months ended September 30, 2020, the Company recorded $27.6 million of expense associated with the change in fair value of the enterprise value milestones. As of September 30, 2020, the Company recorded a liability of $27.6 million associated with the enterprise value milestones for the Amended MSK License. To date, no licensed products have achieved the specified clinical milestone, and |
California Institute for Regene
California Institute for Regenerative Medicine Award | 9 Months Ended |
Sep. 30, 2020 | |
Award From California Institute For Regenerative Medicine Abstract | |
California Institute for Regenerative Medicine Award | 3. California Institute for Regenerative Medicine Award On April 5, 2018, the Company executed an award agreement with the California Institute for Regenerative Medicine (CIRM) pursuant to which CIRM awarded the Company $4.0 million to advance the Company’s FT516 product candidate into a first-in-human clinical trial for the treatment of subjects with advanced solid tumors, including in combination with monoclonal antibody therapy (the Award). Pursuant to the terms of the Award, the Company is eligible to receive five disbursements in varying amounts totaling $4.0 million, with one disbursement receivable upon the execution of the Award, and four disbursements receivable upon the completion of certain milestones throughout the project period. The Award is subject to certain co-funding requirements by the Company, and the Company is required to provide CIRM progress and financial update reports under the Award. Pursuant to the terms of the Award, the Company, in its sole discretion, has the option to treat the Award either as a loan or as a grant. In the event the Company elects to treat the Award as a loan, the Company will be obligated to repay (i) 60%, (ii) 80%, (iii) 100% or (iv) 100% plus interest at 7% plus LIBOR, of the total Award to CIRM, where such repayment rate is dependent upon the phase of clinical development of FT516 at the time of the Company’s election. If the Company does not elect to treat the Award as a loan within 10 years of the date of the Award, the Award will be considered a grant and the Company will be obligated to pay to CIRM a royalty on commercial sales of FT516 until such royalty payments equal nine times the total amount awarded to the Company under the Award. Since the Company may, at its election, repay some or all of the Award, the Company accounts for the Award as a liability until the time of election. As of September 30, 2020, the Company has received aggregate disbursements under the Award in the amount of $4.0 million. The aggregate amount received is recorded as a CIRM Liability on the accompanying unaudited condensed consolidated balance sheets and classified as current or non-current based on the potential amount payable within twelve months of the current balance sheet. |
Investments
Investments | 9 Months Ended |
Sep. 30, 2020 | |
Investments [Abstract] | |
Investments | 4. Investments The Company invests portions of excess cash in United States treasuries and corporate debt securities with maturities ranging from three to eighteen months from the purchase date. These securities are classified as short-term and long-term investments in the accompanying unaudited condensed consolidated balance sheets based on each security’s contractual maturity date and are accounted for as available-for-sale securities. The following table summarizes the Company’s investments accounted for as available-for-sale securities as of September 30, 2020 and December 31, 2019 (in thousands): Maturity (in years) Amortized Cost Unrealized Losses Unrealized Gains Estimated Fair Value September 30, 2020 Classified as current assets: U.S. Treasury debt securities 1 or less $ 49,494 $ — $ 79 $ 49,573 Corporate debt securities 1 or less 89,878 (16 ) 240 90,102 Total short-term investments 139,372 (16 ) 319 139,675 Classified as non-current assets: Corporate debt securities Greater than 1 13,224 — 9 13,233 Total long-term investments 13,224 — 9 13,233 December 31, 2019 Classified as current assets: U.S. Treasury debt securities 1 or less $ 50,445 $ (4 ) $ 16 $ 50,457 Corporate debt securities 1 or less 71,171 (24 ) 9 71,156 Total short-term investments 121,616 (28 ) 25 121,613 Classified as non-current assets: U.S. Treasury debt securities Greater than 1 9,841 — 5 9,846 Corporate debt securities Greater than 1 29,572 (1 ) 23 29,594 Total long-term investments $ 39,413 $ (1 ) $ 28 $ 39,440 As of September 30, 2020 and December 31, 2019, the Company had $0.8 million and $1.0 million, respectively, of accrued interest on investments recorded in prepaid expenses and other assets on the unaudited condensed consolidated balance sheets. The Company reviews its investment holdings at the end of each reporting period and evaluates any unrealized losses using the expected credit loss model to determine if the unrealized loss is a result of a credit loss or other factors. The Company also evaluates its investment holdings for impairment using a variety of factors including the Company’s intent to sell the underlying securities prior to maturity and whether it is more likely than not that the Company would be required to sell the securities before the recovery of their amortized basis. During each of the three and nine months ended September 30, 2020 and 2019, the Company did not recognize any impairment or realized gains or losses on sales of investments, and the Company did not record an allowance for, or recognize, any expected credit losses. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 5. Fair Value Measurements The carrying amounts of accounts payable and accrued liabilities are considered to be representative of their respective fair values because of the short-term nature of those instruments. Based on the borrowing rates available to the Company for loans with similar terms, which is considered a Level 2 input as described below, the Company believes that the fair value of long-term debt approximated its carrying value during the periods the debt was outstanding. The accounting guidance defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Observable inputs such as quoted prices in active markets; Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. Assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurements. The Company reviews the fair value hierarchy classification on a quarterly basis. Changes in the ability to observe valuation inputs may result in a reclassification of levels for certain securities within the fair value hierarchy. The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2020 and December 31, 2019 (in thousands): Fair Value Measurements at Reporting Date Using Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) As of September 30, 2020: Financial assets: Money market funds $ 349,130 $ 349,130 $ — $ — U.S. Treasury debt securities 49,573 49,573 — — Corporate debt securities 103,335 — 103,335 — Total financial assets measured at fair value on a recurring basis $ 502,038 $ 398,703 $ 103,335 $ — Financial liabilities: Stock price appreciation milestones $ 27,644 $ — $ — $ 27,644 Total financial liabilities measured at fair value on a recurring basis $ 27,644 $ — $ — $ 27,644 As of December 31, 2019 Money market funds $ 84,814 $ 84,814 — $ — U.S. Treasury debt securities 60,303 60,303 — — Corporate debt securities 100,750 — 100,750 — Total financial assets measured at fair value on a recurring basis $ 245,867 $ 145,117 $ 100,750 $ — Level 1 assets consisted of money market funds measured at fair value based on quoted prices in active markets as provided by the Company’s investment managers. Level 2 assets consisted of corporate debt securities measured at fair value using standard observable inputs, including reported trades, broker/dealer quotes, and bids and/or offers. The Company validates the quoted market prices provided by its investment managers by comparing the investment managers’ assessment of the fair values of the Company's investment portfolio balance against the fair values of the Company's investment portfolio balance obtained from an independent source. There were no Level 3 assets held by the Company as of September 30, 2020. Level 3 liabilities consisted of contingent consideration for the enterprise value milestones associated with the Amended MSK License as described in detail in Note 2. To determine the estimated fair value of the enterprise value milestones, the Company uses a Monte Carlo simulation methodology which models future Company common stock prices based on several key variables. The assumptions used to calculate the fair value of the enterprise value milestones are subject to a significant amount of judgment including the expected volatility of the Company’s common stock and estimated term, which is based in part on the last valid patent claim date. Fair value measurements are highly sensitive to changes in these inputs and significant changes could result in a significantly higher or lower fair value and resulting expense or gain. Further, as the enterprise value milestones are first contingent upon the achievement of a specified clinical milestone, the Company also estimates the fair value of the enterprise value milestones based on the probability of achieving the clinical milestone. This assessment is based on several factors including the successful achievement of technological, manufacturing, and regulatory requirements. A small change in the assumptions and other inputs, such as the price of the Company’s common stock, may have a relatively large change in the estimated fair value of the enterprise value milestones and associated liability and expense. For example, keeping all other variables constant, a hypothetical 10% increase in the stock price at September 30, 2020 from $39.97 to $43.97 per share would have increased the expense recorded during the three months ended September 30, 2020 by $3.4 million related to the enterprise value milestones. Keeping all other variables constant, a hypothetical 10% decrease in the stock price at September 30, 2020 from $39.97 to $35.97 per share would have decreased the expense recorded during the three months ended September 30, 2020 by $2.4 million related to the enterprise value milestones. The following table presents the changes in fair value of the Company’s Level 3 enterprise fair value milestone payment liability (in thousands): Balance at December 31, 2019 $ — Changes in fair value of stock price appreciation milestones liability 27,644 Balance at September 30, 2020 $ 27,644 None of the Company’s non-financial assets or liabilities are recorded at fair value on a non-recurring basis. No transfers between levels have occurred during the periods presented. |
Accrued Expenses and Long-Term
Accrued Expenses and Long-Term Debt | 9 Months Ended |
Sep. 30, 2020 | |
Accrued Expenses And Long Term Debt Disclosure [Abstract] | |
Accrued Expenses and Long-Term Debt | 6. Accrued Expenses and Long-Term Debt Accrued Expenses Current accrued expenses consist of the following (in thousands): September 30, 2020 December 31, 2019 Accrued payroll and other employee benefits $ 6,843 $ 5,329 Accrued clinical trial related costs 4,126 5,976 Accrued other 3,813 3,392 Total current accrued expenses $ 14,782 $ 14,697 Long-Term Debt Silicon Valley Bank Debt In 2009, the Company entered into a Loan and Security Agreement with Silicon Valley Bank, which was collateralized by substantially all of the Company’s assets excluding certain intellectual property. This Loan and Security Agreement was subsequently amended in 2014 and in 2017. On November 13, 2019, the Company repaid in full all outstanding obligations under the Loan and Security Agreement, as amended. The Company used cash on hand in the amount of $14.2 million for the repayment of such obligations, including the repayment of $13.0 million in principal and $1.2 million associated with the final fee and outstanding interest. For the three and nine months ended September 30, 2019, the Company recorded $0.4 million and $1.2 million, respectively, in debt interest expense. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Leases | 7. Leases The Company has lease agreements for office, laboratory and manufacturing spaces that are classified as operating leases on the unaudited condensed consolidated balance sheets. These leases have terms varying from one to approximately sixteen years, with renewal options of up to ten years, as well as early termination options. Extension and termination options are included in the total lease term when the Company is reasonably certain to exercise them. The leases are subject to additional variable charges, including common area maintenance, property taxes, property insurance and other variable costs. Given the variable nature of such costs, they are recognized as expense as incurred. Additionally, some of the Company’s leases are subject to certain fixed fees which the Company has determined to be non-lease components. The Company has elected to combine and account for lease and non-lease components as a single lease component for purposes of determining the total future lease payments. In January 2020, the Company entered into a lease agreement for certain office, laboratory and manufacturing spaces (the Premises), and such lease is accounted for as an operating lease. The Premises are located in San Diego, California and the Company intends to move its corporate headquarters to the Premises in the middle of 2021. Lease payments shall commence, subject to certain conditions, in May 2021 (the Rent Commencement Date) and the lease has a lease term of 15 years starting from the Rent Commencement Date. The Company has the option to extend the lease for two successive five-year periods. The Company also has a one-time option to terminate the lease after 10 years from the Rent Commencement Date, subject to payment of a $30.0 million early termination fee. The landlord of the Premises is obligated to contribute an aggregate of up to $29.8 million toward tenant improvements of the Premises. As of September 30, 2020, the Company had utilized $8.3 million associated with the tenant improvements allowance and expects the remainder of the tenant improvements to be utilized within the next nine months. In connection with the lease, the Company maintains a letter of credit for the benefit of the landlord in an amount equal to $15.0 million, which amount is subject to reduction over time. As of September 30, 2020, future undiscounted minimum contractual payments under the Company’s operating leases were $194.0 million, which will be paid over a remaining weighted-average lease term of 13.4 years. The weighted-average discount rate for the operating lease liabilities was 8.4%, which was the Company's incremental borrowing rate at lease commencement, as the discount rates implicit in the leases could not be readily determined. The components of lease expense were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Straight-line lease expense $ 3,039 $ 945 $ 8,948 $ 2,836 Variable lease expense 608 589 1,633 1,743 Total operating lease expense $ 3,647 $ 1,534 $ 10,581 $ 4,579 Total lease expense associated with short-term leases for the three months ended September 30, 2020 and 2019 was $0.2 million and $0.4 million, respectively. Total lease expense associated with short-term leases for the nine months ended September 30, 2020 and 2019 was $0.9 million and $0.6 million, respectively. Future minimum lease payments under the Company’s operating leases as of September 30, 2020 are as follows (in thousands): Operating Lease Payments Remaining in 2020 $ 1,079 2021 9,741 2022 12,610 2023 12,988 2024 13,378 2025 13,779 Thereafter 130,447 Total undiscounted lease payments $ 194,022 Less: imputed interest (87,171 ) Less: amounts associated with tenant improvement allowance not yet utilized (21,365 ) Total lease liability $ 85,486 |
Convertible Preferred Stock and
Convertible Preferred Stock and Stockholders' Equity | 9 Months Ended |
Sep. 30, 2020 | |
Convertible Preferred Stock And Stockholders Deficit Disclosure [Abstract] | |
Convertible Preferred Stock and Stockholders’ Equity | 8 . Convertible Preferred Stock and Stockholders’ Equity Convertible Preferred Stock In November 2016, the Company completed a private placement of stock in which investors, including investors affiliated with the directors and officers of the Company The Class A Preferred are non-voting shares and have a stated par value of $0.001 per share and are convertible into five shares of the Company’s common stock at a conversion price of $2.66 per share, which was the fair value of the Company’s common stock on the date of issuance. Holders of the Class A Preferred have the same dividend rights as holders of the Company’s common stock. Additionally, the liquidation preferences of the Class A Preferred are pari passu During the year ended December 31, 2019, 25,000 shares of the Class A Preferred were converted into 125,000 shares of the Company’s common stock. Stock Options and Restricted Stock Units Stock option activity under all equity and stock option plans is summarized as follows: Number of Options Weighted- Average Price Balance at December 31, 2019 9,327,742 $ 9.67 Granted 2,279,388 25.59 Exercised (701,566 ) 7.02 Cancelled (208,347 ) 15.60 Balance at September 30, 2020 10,697,217 $ 13.12 Restricted stock unit activity under all equity and stock option plans is summarized as follows: Number of Restricted Stock Units Weighted- Average Grant Date Fair Value per Share Balance at December 31, 2019 520,000 $ 16.41 Granted 1,019,323 22.48 Vested (85,000 ) 16.34 Cancelled (59,868 ) 21.94 Balance at September 30, 2020 1,394,455 $ 20.62 The allocation of stock-based compensation for all stock awards is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Research and development $ 4,696 $ 2,560 $ 13,309 $ 7,222 General and administrative 3,147 2,013 8,683 5,605 Total $ 7,843 $ 4,573 $ 21,992 $ 12,827 As of September 30, 2020, the unrecognized compensation cost related to outstanding options was $58.6 million and is expected to be recognized as expense over a weighted-average period of approximately 2.8 years. As of September 30, 2020, the unrecognized compensation cost related to restricted stock units was $22.3 million which is expected to be recognized as expense over a weighted-average period of approximately 3.1 years. The weighted-average assumptions used in the Black-Scholes option pricing model to determine the fair value of the employee and nonemployee stock option grants were as follows: Nine Months Ended September 30, 2020 2019 Risk-free interest rate 1.2 % 2.5 % Expected volatility 77.5 % 79.9 % Expected term (in years) 5.6 6.0 Expected dividend yield 0.0 % 0.0 % Reconciliation of Consolidated Stockholders’ Equity Accounts The following table summarizes the Company’s changes in stockholders’ equity accounts for the three and nine months ended September 30, 2020 (in thousands, except share data): Convertible Preferred Stock Common Stock Additional Paid-in Accumulated Other Comprehensive Accumulated Total Stockholders' Shares Amount Shares Amount Capital Gain (Loss) Deficit Equity Balance at December 31, 2019 2,794,549 $ 3 75,730,260 $ 76 $ 628,200 $ 22 $ (383,545 ) $ 244,756 Exercise of stock options, net of issuance costs — — 188,315 — 949 — — 949 Issuance of common stock upon vesting of restricted stock units — — 77,500 — — — — — Stock-based compensation — — — — 6,913 — — 6,913 Unrealized gain on investments — — — — — 120 — 120 Net loss — — — — — — (33,520 ) (33,520 ) Balance at March 31, 2020 2,794,549 $ 3 75,996,075 $ 76 $ 636,062 $ 142 $ (417,065 ) $ 219,218 Exercise of stock options, net of issuance costs — — 310,727 — 2,548 — — 2,548 Issuance of common stock upon vesting of restricted stock units — — 7,500 — — — — — Stock-based compensation — — — — 7,236 — — 7,236 Public offering of common stock, net of issuance costs — — 7,108,796 7 188,784 — — 188,791 Private placement of common stock, net of issuance costs — — 1,766,160 2 49,973 — — 49,975 Issuance of stock to collaboration partner, net of issuance costs — — 1,612,904 2 33,932 — — 33,934 Unrealized gain on investments — — — — — 481 — 481 Net loss — — — — — — (28,072 ) (28,072 ) Balance at June 30, 2020 2,794,549 $ 3 86,802,162 $ 87 $ 918,535 $ 623 $ (445,137 ) $ 474,111 Exercise of stock options, net of issuance costs — — 202,524 — 1,413 — — 1,413 Stock-based compensation — — — — 7,843 — — 7,843 Issuance costs from public offering of common stock — — — — (7 ) — — (7 ) Unrealized loss on investments — — — — — (311 ) — (311 ) Net loss — — — — — — (58,684 ) (58,684 ) Balance at September 30, 2020 2,794,549 $ 3 87,004,686 $ 87 $ 927,784 $ 312 $ (503,821 ) $ 424,365 The following table summarizes the Company’s changes in stockholders’ equity accounts for the three and nine months ended September 30 , 201 9 (in thousands, except share data): Convertible Preferred Stock Common Stock Additional Paid-in Accumulated Other Comprehensive Accumulated Total Stockholders' Shares Amount Shares Amount Capital Gain (Loss) Deficit Equity Balance at December 31, 2018 2,819,549 $ 3 64,693,681 $ 65 $ 445,799 $ (2 ) $ (285,396 ) $ 160,469 Exercise of stock options, net of issuance costs — — 420,920 — 1,258 — — 1,258 Issuance of common stock upon cashless warrant exercise — — 1,245 — — — — — Stock-based compensation — — — — 3,868 — — 3,868 Unrealized gain on investments — — — — — 2 — 2 Net loss — — — — — — (19,760 ) (19,760 ) Balance at March 31, 2019 2,819,549 $ 3 65,115,846 $ 65 $ 450,925 $ — $ (305,156 ) $ 145,837 Exercise of stock options, net of issuance costs — — 194,045 — 688 — — 688 Stock-based compensation — — — — 4,386 — — 4,386 Unrealized gain on investments — — — — — 93 — 93 Net loss — — — — — — (23,478 ) (23,478 ) Balance at June 30, 2019 2,819,549 $ 3 65,309,891 $ 65 $ 455,999 $ 93 $ (328,634 ) $ 127,526 Exercise of stock options, net of issuance costs — — 30,782 — 163 — — 163 Issuance of common stock upon cashless warrant exercise — — 60,275 — — — — — Stock-based compensation — — — — 4,573 — — 4,573 Public offering of common stock, net of offering costs — — 9,890,000 10 162,421 — — 162,431 Conversion of preferred shares to common stock (25,000 ) — 125,000 — — — — — Unrealized loss on investments — — — — — (42 ) — (42 ) Net loss — — — — — — (26,609 ) (26,609 ) Balance at September 30, 2019 2,794,549 $ 3 75,415,948 $ 75 $ 623,156 $ 51 $ (355,243 ) $ 268,042 |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Public Equity Offering | Public Equity Offerings In June 2020, the Company completed a public offering of common stock in which investors, certain of which are affiliated with a director of the Company, purchased 7.1 million shares of the Company’s common stock at a price of $28.31 per share under a shelf registration statement. Gross proceeds from the offering were $201.3 million, and, after giving effect to $12.5 million of costs related to the offering net proceeds were $188.8 million. In September 2019, the Company completed a public offering of common stock in which investors, certain of which are affiliated with a director of the Company, purchased 9.9 million shares of the Company’s common stock at a price of $17.50 per share under a shelf registration statement. Gross proceeds from the offering were $173.1 million, and, after giving effect to $10.7 million of costs related to the offering, net proceeds were $162.4 million. |
Private Placements of Common Stock | Private Placements In June 2020, in connection with the June 2020 public offering of common stock, the Company exercised its right to cause an existing shareholder, Johnson & Johnson Innovation-JJDC, Inc (JJDC), to purchase $50.0 million of the Company’s common stock, and JJDC purchased in a private placement 1.8 million shares of the Company’s common stock at a price of $28.31 per share, for aggregate proceeds of $50.0 million. In April 2020, in connection with the Janssen Agreement described in Note 2, JJDC purchased in a private placement 1.6 million shares of the Company’s common stock at a price of $31.00 per share, for aggregate proceeds of $50.0 million. The shares of common stock purchased in the private placements were not subject to any underwriting discounts or commissions. |
Use of Estimates | Use of Estimates The Company’s unaudited condensed consolidated financial statements are prepared in accordance with United States generally accepted accounting principles (U.S. GAAP). The preparation of the Company’s unaudited condensed consolidated financial statements requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in the Company’s unaudited condensed consolidated financial statements and accompanying notes. The most significant estimates and assumptions in the Company’s unaudited condensed consolidated financial statements relate to its contracts containing leases, accrued expenses and the estimated total costs expected to be incurred under the Company’s collaboration agreements. Although these estimates are based on the Company’s knowledge of current events and actions it may undertake in the future, actual results may ultimately materially differ from these estimates and assumptions. |
Risks and Uncertainties | Risks and Uncertainties Due to the global outbreak of SARS-CoV-2, the novel strain of coronavirus that causes Coronavirus disease 19 (COVID-19), the Company experienced impacts on certain aspects of its business, including its clinical trial and research and development activities, during the nine months ended September 30, 2020. For example, certain of the Company’s research and development activities have been delayed or disrupted as a result of measures the Company implemented in response to governmental “stay at home” orders and in the interests of public health and safety, and the Company has experienced delays or disruptions in the initiation and conduct of its clinical trials as a result of prioritization of hospital and other medical resources toward pandemic efforts, policies and procedures implemented at clinical sites with respect to the conduct of clinical trials, and other precautionary measures taken in treating patients or in practicing medicine in response to the COVID-19 pandemic. The scope and duration of these delays and disruptions, and the ultimate impacts of COVID-19 on the Company’s operations, are currently unknown. The Company is continuing to actively monitor the situation and may take further precautionary and preemptive actions as may be required by federal, state or local authorities or that it determines are in the best interests of public health and safety and that of the Company’s patient community, employees, partners, and stockholders. The Company cannot predict the effects that such actions, or the impact of COVID-19 on global business operations and economic conditions, may have on its business, strategy, collaborations, or financial and operating results. |
Principles of Consolidation | Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries, Fate Therapeutics Ltd., incorporated in the United Kingdom, Fate Therapeutics, B.V., incorporated in the Netherlands and Tfinity Therapeutics, Inc., incorporated in the United States. To date, the aggregate operations of these subsidiaries have not been significant and all intercompany transactions and balances have been eliminated in consolidation. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents include cash in readily available checking and savings accounts, money market accounts and money market funds. The Company considers all highly liquid investments with an original maturity of three months or less from the date of purchase to be cash equivalents. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the unaudited condensed consolidated balance sheets that sum to the total of the same such amount shown in the unaudited condensed consolidated statements of cash flows as of September 30, 2020 and 2019 (in thousands): Nine Months Ended September 30, 2020 2019 Cash and cash equivalents $ 349,130 $ 249,588 Restricted cash 15,227 227 Total cash, cash equivalents, and restricted cash shown in the unaudited condensed consolidated statement of cash flows $ 364,357 $ 249,815 In January 2020, the Company entered into a lease for a facility in San Diego that it intends to use as its new corporate headquarters. In lieu of a security deposit, Silicon Valley Bank issued a $15.0 million letter of credit on the Company’s behalf, which letter of credit is secured by a deposit of equal amount |
Investments | Investments Investments are accounted for as available-for-sale securities and are carried at fair value on the unaudited condensed consolidated balance sheets. Upon initial recognition of the investment and at each reporting period, the Company evaluates whether any unrealized losses on investments are attributable to a credit loss or other factors. Any unrealized losses attributable to credit loss are recorded through an allowance for credit losses, limited to the amount by which the fair value is below amortized cost, with the offsetting amount recorded in other income or expense in the unaudited condensed consolidated statement of operations and comprehensive loss. Unrealized losses not attributable to an expected credit loss and unrealized gains on investments are recorded in other comprehensive income (loss) on the condensed consolidated statements of operations and comprehensive loss. Realized gains and losses, if any, on investments classified as available-for-sale securities are included in other income or expense. The amortized cost of investments classified as available-for-sale debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization and accretion are included in interest income. The cost of securities sold is based on the specific identification method. Interest and dividends on securities classified as available-for-sale are included in interest income. |
Unaudited Interim Financial Information | Unaudited Interim Financial Information The accompanying interim condensed consolidated financial statements are unaudited. These unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. GAAP and following the requirements of the United States Securities and Exchange Commission (SEC) for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required can be condensed or omitted. The interim unaudited condensed consolidated financial statements should be read in conjunction with the Company’s financial statements and accompanying notes for the fiscal year ended December 31, 2019, contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed by the Company with the SEC on March 2, 2020. In management’s opinion, the unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position and its results of operations and comprehensive loss and its cash flows for the periods presented. The results for the three and nine months ended September 30, 2020 are not necessarily indicative of the results expected for the full fiscal year or any other interim period or any future year or period. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in a manner that depicts the transfer of control of a product or a service to a customer and reflects the amount of the consideration the Company is entitled to receive in exchange for such product or service. In doing so, the Company follows a five-step approach: (i) identify the contract with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations, and (v) recognize revenue when (or as) the customer obtains control of the product or service. A customer is a party that has entered into a contract with the Company, where the purpose of the contract is to obtain a product or a service that is an output of the Company’s ordinary activities in exchange for consideration. To be considered a contract, (i) the contract must be approved (in writing, orally, or in accordance with other customary business practices), (ii) each party’s rights regarding the product product product A performance obligation is defined as a promise to transfer a product The transaction price is the amount of consideration the Company is entitled to receive in exchange for the transfer of control of a product or a service to If a contract has multiple performance obligations, the Company allocates the transaction price to each distinct performance obligation in an amount that reflects the consideration the Company is entitled to receive in exchange for satisfying each distinct performance obligation. For each distinct performance obligation, revenue is recognized when (or as) the Company transfers control of the product or the service applicable to such performance obligation. In those instances where the Company first receives consideration in advance of satisfying its performance obligation, the Company classifies such consideration as deferred revenue until (or as) the Company satisfies such performance obligation. In those instances where the Company first satisfies its performance obligation prior to its receipt of consideration, the consideration is recorded as accounts receivable. The Company expenses incremental costs of obtaining and fulfilling a contract as and when incurred if the expected amortization period of the asset that would be recognized is one year or less, or if the amount of the asset is immaterial. Otherwise, such costs are capitalized as contract assets if they are incremental to the contract and amortized to expense proportionate to revenue recognition of the underlying contract. |
Stock Price Appreciation Milestones | Stock Price Appreciation Milestones The Company estimates the fair value of the stock price appreciation milestones, defined as enterprise value milestones in the Amended and Restated Exclusive License Agreement with Memorial Sloan Kettering Cancer Center (see Note 2), Derivatives and Hedging |
Leases | Leases The Company determines if a contract contains a lease at the inception of the contract. The Company currently has leases related to its facilities leased for office and laboratory space, which are classified as operating leases. These leases result in operating right-of-use (ROU) assets, current operating lease liabilities, and non-current operating lease liabilities in the unaudited condensed consolidated balance sheets. The Company does not have any financing leases. Leases with a term of 12 months or less are considered short-term and ROU assets and lease obligations are not recognized. Payments associated with short-term leases are expensed on a straight-line basis over the lease term. Lease liabilities represent an obligation to make lease payments arising from the lease and ROU assets represent the right to use the underlying asset identified in the lease for the lease term. Lease liabilities are measured at the present value of the lease payments not yet paid discounted using the discount rate for the lease established at the lease commencement date. To determine the present value, the implicit rate is used when readily determinable. For those leases where the implicit rate is not provided, the Company determines an incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. ROU assets are measured as the present value of the lease payments and also include any prepaid lease payments made and any other indirect costs incurred, and exclude any lease incentives received. Lease terms may include the impact of options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for operating leases is recognized on a straight-line basis over the lease term. The Company aggregates all lease and non-lease components for each class of underlying assets into a single lease component. |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation expense represents the cost of the grant date fair value of employee stock option and restricted stock unit grants recognized over the requisite service period of the awards (usually the vesting period) on a straight-line basis. For stock option grants for which vesting is subject to performance-based milestones, the expense is recorded over the remaining service period after the point when the achievement of the milestone is probable or the performance condition has been achieved. For stock option grants for which vesting is subject to both performance-based milestones and market conditions, expense is recorded over the derived service period after the point when the achievement of the performance-based milestone is probable or the performance condition has been achieved. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model, with the exception of option grants for which vesting is subject to both performance-based milestones and market conditions, which are valued using a lattice-based model. The fair value of restricted stock units is based on the closing price of the Company’s common stock as reported on The Nasdaq Global Market on the date of grant. The Company recognizes forfeitures for all awards as such forfeitures occur. |
Convertible Preferred Stock | Convertible Preferred Stock The Company applies the relevant accounting standards to distinguish liabilities from equity when assessing the classification and measurement of preferred stock. Preferred shares subject to mandatory redemptions are considered liabilities and measured at fair value. Conditionally redeemable preferred shares are considered temporary equity. All other preferred shares are considered as stockholders’ equity. The Company applies the relevant accounting standards for derivatives and hedging (in addition to distinguishing liabilities from equity) when accounting for hybrid contracts that contain conversion options. Conversion options must be bifurcated from the host instruments and accounted for as free-standing financial instruments according to certain criteria. These criteria include circumstances when (i) the economic characteristics and risks of the embedded derivative instruments are not clearly and closely related to the economic characteristics and risks of the host contract, (ii) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable accounting principles with changes in fair value reported in earnings as they occurred, and (iii) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The derivative is subsequently measured at fair value at each reporting date, with the changes in fair value reported in earnings. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is defined as a change in equity during a period from transactions and other events and circumstances from non‑owner sources. Other comprehensive loss includes unrealized gains and losses, other than losses attributable to a credit loss which are included in other income and expense, on investments classified as available-for-sale securities, which was the only difference between net loss and comprehensive loss for the applicable periods. |
Net Loss per Common Share | Net Loss per Common Share Basic net loss per common share is calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding for the period, without consideration for common stock equivalents. Dilutive common stock equivalents for the periods presented include convertible preferred stock, warrants for the purchase of common stock, and common stock options and restricted stock units outstanding under the Company’s stock option and incentive plans. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to the Company’s net loss position. For the three and nine months ended September 30, 2020, the Company realized a net loss of $58.7 million and $120.3 million, respectively. Shares of potentially dilutive securities totaled 26.1 million for the three and nine months ended September 30, 2020, including 14.0 million shares associated with a hypothetical conversion of all outstanding shares of the Company’s Class A convertible preferred stock, and an aggregate of 12.1 million shares of common stock issuable upon the exercise of outstanding stock options and the settlement of outstanding restricted stock units. For the three and nine months ended September 30, 2019, the Company realized a net loss of $26.6 million and $69.8 million, respectively. Shares of potentially dilutive securities totaled 24.0 million for the three and nine months ended September 30, 2019, including 14.0 million shares associated with a hypothetical conversion of all outstanding shares of the Company’s Class A convertible preferred stock, and an aggregate of 10.0 million shares of common stock issuable upon the exercise of outstanding stock options and the settlement of outstanding restricted stock units. |
Going Concern Assessment | Going Concern Assessment Substantial doubt about an entity’s ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year from the financial statement issuance date. The Company determined that there are no conditions or events that raise substantial doubt about its ability to continue as a going concern for a period of at least twelve months from the date of issuance of these financial statements. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2019-12, Simplifying the Accounting for Income Taxes, In November 2018, the FASB issued ASU 2018-18, which clarifies the interaction between ASC Topic 808, Collaborative Arrangements , and ASC Topic 606, Revenue from Contracts with Customers . The guidance, among other items, clarifies that certain transactions between collaborative participants should be accounted for as revenue under Topic 606 when the collaborative arrangement participant is a customer in the context of a unit of account. ASU 2018-18 is effective for fiscal years beginning after December 15, 2019. The Company adopted the standard effective January 1, 2020, and such adoption did not have a material impact on the Company’s consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement amends the disclosure requirements in 820 by adding, changing, or removing certain disclosures. ASU 2018-13 is effective for fiscal years beginning after December 15, 2019. The Company adopted the standard effective January 1, 2020, and such adoption did not have a material impact on the Company’s consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Reconciliation of Cash, Cash Equivalents, and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the unaudited condensed consolidated balance sheets that sum to the total of the same such amount shown in the unaudited condensed consolidated statements of cash flows as of September 30, 2020 and 2019 (in thousands): Nine Months Ended September 30, 2020 2019 Cash and cash equivalents $ 349,130 $ 249,588 Restricted cash 15,227 227 Total cash, cash equivalents, and restricted cash shown in the unaudited condensed consolidated statement of cash flows $ 364,357 $ 249,815 |
Collaboration and License Agr_2
Collaboration and License Agreements (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Collaboration And License Agreements Disclosure [Abstract] | |
Summary of all Possible Enterprise Value Milestone Payments | The following table summarizes the common stock multiples and the enterprise value milestone payments, none of which have been triggered as of September 30, 2020: Common stock multiple 5.0x 10.0x 15.0x Ten-trading day trailing average common stock price $ 50.18 $ 100.36 $ 150.54 Enterprise value milestone payment (in millions) $ 20.0 $ 30.0 $ 25.0 |
Schedule of Determine the Estimated Fair Value of the Enterprise Value Milestone Payments | The following variables were incorporated in the calculation of the estimated fair value of the enterprise value milestones as of September 30, 2020: As of September 30, 2020 Risk-free interest rate 1.2 % Expected volatility 77.6 % Estimated term (in years) 18.3 Closing stock price as of remeasurement date $ 39.97 |
Investments (Tables)
Investments (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Investments [Abstract] | |
Summary of Investments | The following table summarizes the Company’s investments accounted for as available-for-sale securities as of September 30, 2020 and December 31, 2019 (in thousands): Maturity (in years) Amortized Cost Unrealized Losses Unrealized Gains Estimated Fair Value September 30, 2020 Classified as current assets: U.S. Treasury debt securities 1 or less $ 49,494 $ — $ 79 $ 49,573 Corporate debt securities 1 or less 89,878 (16 ) 240 90,102 Total short-term investments 139,372 (16 ) 319 139,675 Classified as non-current assets: Corporate debt securities Greater than 1 13,224 — 9 13,233 Total long-term investments 13,224 — 9 13,233 December 31, 2019 Classified as current assets: U.S. Treasury debt securities 1 or less $ 50,445 $ (4 ) $ 16 $ 50,457 Corporate debt securities 1 or less 71,171 (24 ) 9 71,156 Total short-term investments 121,616 (28 ) 25 121,613 Classified as non-current assets: U.S. Treasury debt securities Greater than 1 9,841 — 5 9,846 Corporate debt securities Greater than 1 29,572 (1 ) 23 29,594 Total long-term investments $ 39,413 $ (1 ) $ 28 $ 39,440 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets Measured at Fair Value on Recurring Basis | The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2020 and December 31, 2019 (in thousands): Fair Value Measurements at Reporting Date Using Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) As of September 30, 2020: Financial assets: Money market funds $ 349,130 $ 349,130 $ — $ — U.S. Treasury debt securities 49,573 49,573 — — Corporate debt securities 103,335 — 103,335 — Total financial assets measured at fair value on a recurring basis $ 502,038 $ 398,703 $ 103,335 $ — Financial liabilities: Stock price appreciation milestones $ 27,644 $ — $ — $ 27,644 Total financial liabilities measured at fair value on a recurring basis $ 27,644 $ — $ — $ 27,644 As of December 31, 2019 Money market funds $ 84,814 $ 84,814 — $ — U.S. Treasury debt securities 60,303 60,303 — — Corporate debt securities 100,750 — 100,750 — Total financial assets measured at fair value on a recurring basis $ 245,867 $ 145,117 $ 100,750 $ — |
Summary of Changes in The Fair Value of The Company’s Level 3 Enterprise Fair Value Milestone Payment Liability | The following table presents the changes in fair value of the Company’s Level 3 enterprise fair value milestone payment liability (in thousands): Balance at December 31, 2019 $ — Changes in fair value of stock price appreciation milestones liability 27,644 Balance at September 30, 2020 $ 27,644 |
Accrued Expenses and Long-Ter_2
Accrued Expenses and Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Accrued Expenses And Long Term Debt Disclosure [Abstract] | |
Schedule of accrued expenses | Current accrued expenses consist of the following (in thousands): September 30, 2020 December 31, 2019 Accrued payroll and other employee benefits $ 6,843 $ 5,329 Accrued clinical trial related costs 4,126 5,976 Accrued other 3,813 3,392 Total current accrued expenses $ 14,782 $ 14,697 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Schedule of Components of Lease Expense | The components of lease expense were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Straight-line lease expense $ 3,039 $ 945 $ 8,948 $ 2,836 Variable lease expense 608 589 1,633 1,743 Total operating lease expense $ 3,647 $ 1,534 $ 10,581 $ 4,579 |
Schedule of Future Minimum Payments Under Non-cancelable Operating Leases | Future minimum lease payments under the Company’s operating leases as of September 30, 2020 are as follows (in thousands): Operating Lease Payments Remaining in 2020 $ 1,079 2021 9,741 2022 12,610 2023 12,988 2024 13,378 2025 13,779 Thereafter 130,447 Total undiscounted lease payments $ 194,022 Less: imputed interest (87,171 ) Less: amounts associated with tenant improvement allowance not yet utilized (21,365 ) Total lease liability $ 85,486 |
Convertible Preferred Stock a_2
Convertible Preferred Stock and Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Convertible Preferred Stock And Stockholders Equity Disclosure [Abstract] | |
Summary of stock option activity under the Plan | Stock option activity under all equity and stock option plans is summarized as follows: Number of Options Weighted- Average Price Balance at December 31, 2019 9,327,742 $ 9.67 Granted 2,279,388 25.59 Exercised (701,566 ) 7.02 Cancelled (208,347 ) 15.60 Balance at September 30, 2020 10,697,217 $ 13.12 |
Summary of restricted stock unit activity under the Plan | Restricted stock unit activity under all equity and stock option plans is summarized as follows: Number of Restricted Stock Units Weighted- Average Grant Date Fair Value per Share Balance at December 31, 2019 520,000 $ 16.41 Granted 1,019,323 22.48 Vested (85,000 ) 16.34 Cancelled (59,868 ) 21.94 Balance at September 30, 2020 1,394,455 $ 20.62 |
Schedule of allocation of stock-based compensation for all stock awards | The allocation of stock-based compensation for all stock awards is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Research and development $ 4,696 $ 2,560 $ 13,309 $ 7,222 General and administrative 3,147 2,013 8,683 5,605 Total $ 7,843 $ 4,573 $ 21,992 $ 12,827 |
Schedule of weighted-average assumptions used to determine the fair value of employee and nonemployee stock option grants | The weighted-average assumptions used in the Black-Scholes option pricing model to determine the fair value of the employee and nonemployee stock option grants were as follows: Nine Months Ended September 30, 2020 2019 Risk-free interest rate 1.2 % 2.5 % Expected volatility 77.5 % 79.9 % Expected term (in years) 5.6 6.0 Expected dividend yield 0.0 % 0.0 % |
Summary of changes in stockholders' equity | The following table summarizes the Company’s changes in stockholders’ equity accounts for the three and nine months ended September 30, 2020 (in thousands, except share data): Convertible Preferred Stock Common Stock Additional Paid-in Accumulated Other Comprehensive Accumulated Total Stockholders' Shares Amount Shares Amount Capital Gain (Loss) Deficit Equity Balance at December 31, 2019 2,794,549 $ 3 75,730,260 $ 76 $ 628,200 $ 22 $ (383,545 ) $ 244,756 Exercise of stock options, net of issuance costs — — 188,315 — 949 — — 949 Issuance of common stock upon vesting of restricted stock units — — 77,500 — — — — — Stock-based compensation — — — — 6,913 — — 6,913 Unrealized gain on investments — — — — — 120 — 120 Net loss — — — — — — (33,520 ) (33,520 ) Balance at March 31, 2020 2,794,549 $ 3 75,996,075 $ 76 $ 636,062 $ 142 $ (417,065 ) $ 219,218 Exercise of stock options, net of issuance costs — — 310,727 — 2,548 — — 2,548 Issuance of common stock upon vesting of restricted stock units — — 7,500 — — — — — Stock-based compensation — — — — 7,236 — — 7,236 Public offering of common stock, net of issuance costs — — 7,108,796 7 188,784 — — 188,791 Private placement of common stock, net of issuance costs — — 1,766,160 2 49,973 — — 49,975 Issuance of stock to collaboration partner, net of issuance costs — — 1,612,904 2 33,932 — — 33,934 Unrealized gain on investments — — — — — 481 — 481 Net loss — — — — — — (28,072 ) (28,072 ) Balance at June 30, 2020 2,794,549 $ 3 86,802,162 $ 87 $ 918,535 $ 623 $ (445,137 ) $ 474,111 Exercise of stock options, net of issuance costs — — 202,524 — 1,413 — — 1,413 Stock-based compensation — — — — 7,843 — — 7,843 Issuance costs from public offering of common stock — — — — (7 ) — — (7 ) Unrealized loss on investments — — — — — (311 ) — (311 ) Net loss — — — — — — (58,684 ) (58,684 ) Balance at September 30, 2020 2,794,549 $ 3 87,004,686 $ 87 $ 927,784 $ 312 $ (503,821 ) $ 424,365 The following table summarizes the Company’s changes in stockholders’ equity accounts for the three and nine months ended September 30 , 201 9 (in thousands, except share data): Convertible Preferred Stock Common Stock Additional Paid-in Accumulated Other Comprehensive Accumulated Total Stockholders' Shares Amount Shares Amount Capital Gain (Loss) Deficit Equity Balance at December 31, 2018 2,819,549 $ 3 64,693,681 $ 65 $ 445,799 $ (2 ) $ (285,396 ) $ 160,469 Exercise of stock options, net of issuance costs — — 420,920 — 1,258 — — 1,258 Issuance of common stock upon cashless warrant exercise — — 1,245 — — — — — Stock-based compensation — — — — 3,868 — — 3,868 Unrealized gain on investments — — — — — 2 — 2 Net loss — — — — — — (19,760 ) (19,760 ) Balance at March 31, 2019 2,819,549 $ 3 65,115,846 $ 65 $ 450,925 $ — $ (305,156 ) $ 145,837 Exercise of stock options, net of issuance costs — — 194,045 — 688 — — 688 Stock-based compensation — — — — 4,386 — — 4,386 Unrealized gain on investments — — — — — 93 — 93 Net loss — — — — — — (23,478 ) (23,478 ) Balance at June 30, 2019 2,819,549 $ 3 65,309,891 $ 65 $ 455,999 $ 93 $ (328,634 ) $ 127,526 Exercise of stock options, net of issuance costs — — 30,782 — 163 — — 163 Issuance of common stock upon cashless warrant exercise — — 60,275 — — — — — Stock-based compensation — — — — 4,573 — — 4,573 Public offering of common stock, net of offering costs — — 9,890,000 10 162,421 — — 162,431 Conversion of preferred shares to common stock (25,000 ) — 125,000 — — — — — Unrealized loss on investments — — — — — (42 ) — (42 ) Net loss — — — — — — (26,609 ) (26,609 ) Balance at September 30, 2019 2,794,549 $ 3 75,415,948 $ 75 $ 623,156 $ 51 $ (355,243 ) $ 268,042 |
Organization and Summary of S_4
Organization and Summary of Significant Accounting Policies (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||
Jun. 30, 2020 | Apr. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Jan. 31, 2020 | |
Organization and summary of significant accounting policies | ||||||||||||
Aggregate purchase price of common stock | $ (7) | $ 188,791 | $ 162,431 | |||||||||
Net loss | $ (58,684) | $ (28,072) | $ (33,520) | $ (26,609) | $ (23,478) | $ (19,760) | $ (120,276) | $ (69,847) | ||||
Potentially dilutive securities (in shares) | 26,100,000 | 24,000,000 | 26,100,000 | 24,000,000 | ||||||||
Letters of credit outstanding amount | $ 200 | $ 15,200 | $ 200 | $ 15,200 | $ 200 | |||||||
Class A Convertible Preferred Stock | ||||||||||||
Organization and summary of significant accounting policies | ||||||||||||
Potentially dilutive securities (in shares) | 14,000,000 | 14,000,000 | 14,000,000 | 14,000,000 | ||||||||
Common Stock Options | Restricted Stock Units (RSUs) | ||||||||||||
Organization and summary of significant accounting policies | ||||||||||||
Potentially dilutive securities (in shares) | 12,100,000 | 10,000,000 | 12,100,000 | 10,000,000 | ||||||||
Maximum | ||||||||||||
Organization and summary of significant accounting policies | ||||||||||||
Short-term leases term excluded from calculation of ROU and lease liabilities | 12 months | |||||||||||
Common Stock | ||||||||||||
Organization and summary of significant accounting policies | ||||||||||||
Issuance of common stock in conjunction with public offering (in shares) | 7,108,796 | 9,890,000 | ||||||||||
Aggregate purchase price of common stock | $ 7 | $ 10 | ||||||||||
Silicon Valley Bank | Letter of Credit | ||||||||||||
Organization and summary of significant accounting policies | ||||||||||||
Letters of credit outstanding amount | $ 15,000 | |||||||||||
June 2020 Public Offering | ||||||||||||
Organization and summary of significant accounting policies | ||||||||||||
Issuance of common stock in conjunction with public offering (in shares) | 7,100,000 | |||||||||||
Share issue price (in dollars per share) | $ 28.31 | $ 28.31 | ||||||||||
Aggregate purchase price of common stock | $ 201,300 | |||||||||||
Net proceeds from issuance of shares after related cash costs | 188,800 | |||||||||||
Costs related to equity offering | $ 12,500 | |||||||||||
September 2019 Public Equity Offering | ||||||||||||
Organization and summary of significant accounting policies | ||||||||||||
Issuance of common stock in conjunction with public offering (in shares) | 9,900,000 | |||||||||||
Share issue price (in dollars per share) | $ 17.50 | $ 17.50 | $ 17.50 | |||||||||
Aggregate purchase price of common stock | $ 173,100 | |||||||||||
Net proceeds from issuance of shares after related cash costs | 162,400 | |||||||||||
Costs related to equity offering | $ 10,700 | |||||||||||
Private Placement | Johnson Johnson Innovation J J D C Inc | Common Stock | ||||||||||||
Organization and summary of significant accounting policies | ||||||||||||
Share issue price (in dollars per share) | $ 28.31 | $ 28.31 | ||||||||||
Aggregate purchase price of common stock | $ 50,000 | |||||||||||
Net proceeds from issuance of shares after related cash costs | $ 50,000 | |||||||||||
Issuance of common stock during period for private placements (in shares) | 1,800,000 | |||||||||||
Private Placement | Stock Purchase Agreement | Johnson Johnson Innovation J J D C Inc | Common Stock | ||||||||||||
Organization and summary of significant accounting policies | ||||||||||||
Share issue price (in dollars per share) | $ 31 | |||||||||||
Net proceeds from issuance of shares after related cash costs | $ 50,000 | |||||||||||
Issuance of common stock during period for private placements (in shares) | 1,600,000 |
Organization and Summary of S_5
Organization and Summary of Significant Accounting Policies (Details 2) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||||
Cash and cash equivalents | $ 349,130 | $ 99,814 | $ 249,588 | |
Restricted cash | 15,227 | 227 | ||
Total cash, cash equivalents, and restricted cash shown in the unaudited condensed consolidated statement of cash flows | $ 364,357 | $ 100,041 | $ 249,815 | $ 190,741 |
Collaboration and License Agr_3
Collaboration and License Agreements (Details) - USD ($) | Apr. 07, 2020 | Apr. 02, 2020 | May 04, 2019 | Sep. 14, 2018 | Jun. 30, 2020 | Oct. 31, 2018 | Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | May 31, 2019 |
Collaboration agreement | |||||||||||||
Aggregate purchase price of common stock | $ (7,000) | $ 188,791,000 | $ 162,431,000 | ||||||||||
Proceeds from public offering of common stock, net of issuance costs | $ 188,784,000 | $ 162,542,000 | |||||||||||
Collaboration contract asset | 13,357,000 | 13,357,000 | $ 1,338,000 | ||||||||||
Revenue recognized | 7,558,000 | 2,429,000 | 15,538,000 | 7,878,000 | |||||||||
Janssen Biotech Inc | |||||||||||||
Collaboration agreement | |||||||||||||
Upfront, non-refundable and non-creditable payment | $ 50,000,000 | 50,000,000 | |||||||||||
Transaction price of the agreement | 66,000,000 | ||||||||||||
Equity premium | 16,000,000 | ||||||||||||
Non-refundable upfront payments recorded as deferred revenue | $ 66,000,000 | ||||||||||||
Collaboration contract asset | 13,300,000 | 13,300,000 | |||||||||||
Total sublicense consideration owed | 13,300,000 | 13,300,000 | |||||||||||
Amortization of sublicense consideration | 500,000 | 800,000 | |||||||||||
Revenue recognized | 5,600,000 | 9,100,000 | |||||||||||
Deferred revenue | 61,900,000 | 61,900,000 | |||||||||||
Deferred revenue classified as current | 14,500,000 | 14,500,000 | |||||||||||
Research and development fees cash payments received | 1,700,000 | ||||||||||||
Janssen Biotech Inc | Sublicense Consideration | |||||||||||||
Collaboration agreement | |||||||||||||
Collaboration contract asset | 12,400,000 | 12,400,000 | |||||||||||
Ono Pharmaceutical Co. Ltd | |||||||||||||
Collaboration agreement | |||||||||||||
Transaction price of the agreement | $ 30,000,000 | ||||||||||||
Non-refundable upfront payments recorded as deferred revenue | 10,000,000 | ||||||||||||
Collaboration contract asset | 2,000,000 | 2,000,000 | |||||||||||
Amortization of sublicense consideration | 100,000 | 200,000 | 400,000 | 400,000 | |||||||||
Revenue recognized | 1,900,000 | 2,400,000 | 6,500,000 | 6,500,000 | |||||||||
Deferred revenue | 4,600,000 | 4,600,000 | |||||||||||
Deferred revenue classified as current | 2,600,000 | 2,600,000 | |||||||||||
Aggregate research and development fees payments receivable | 20,000,000 | ||||||||||||
Collaborative arrangement annual payments receivable recorded as deferred revenue | $ 5,000,000 | 11,000,000 | |||||||||||
Collaborative arrangement potential additional milestones | $ 40,000,000 | ||||||||||||
Payments for research and development fees | $ 5,000,000 | ||||||||||||
Sublicense consideration paid | 2,000,000 | 2,000,000 | |||||||||||
Ono Pharmaceutical Co. Ltd | Candidate 2 | |||||||||||||
Collaboration agreement | |||||||||||||
Percentage of reduction on milestone payments | 50.00% | ||||||||||||
Ono Pharmaceutical Co. Ltd | Sublicense Consideration | |||||||||||||
Collaboration agreement | |||||||||||||
Collaboration contract asset | 900,000 | 900,000 | |||||||||||
Ono Pharmaceutical Co. Ltd | Maximum | Candidate 1 | |||||||||||||
Collaboration agreement | |||||||||||||
Aggregate milestone payments | $ 285,000,000 | ||||||||||||
Ono Pharmaceutical Co. Ltd | Maximum | Candidate 2 | |||||||||||||
Collaboration agreement | |||||||||||||
Aggregate milestone payments | $ 895,000,000 | ||||||||||||
Ono Pharmaceutical Co. Ltd | Minimum | Collaborative Arrangement | |||||||||||||
Collaboration agreement | |||||||||||||
Profits and losses sharing percentage | 50.00% | ||||||||||||
Juno Therapeutics, Inc | Collaborative Arrangement | |||||||||||||
Collaboration agreement | |||||||||||||
Revenue recognized | 0 | 0 | 0 | $ 1,400,000 | |||||||||
Research term | 4 years | ||||||||||||
Collaboration agreement expiration date | May 4, 2019 | ||||||||||||
Agreement to terminate upon the receipt of research payment | $ 200,000 | ||||||||||||
Additional revenue expected to be recognized | $ 0 | ||||||||||||
Amended MSK License | |||||||||||||
Collaboration agreement | |||||||||||||
Enterprise value milestone payment | 75,000,000 | 75,000,000 | |||||||||||
Change in fair value of enterprise value milestones | 27,600,000 | 27,600,000 | |||||||||||
Enterprise value milestones liability at fair value | $ 27,600,000 | $ 27,600,000 | |||||||||||
JJDC, Inc | Stock Purchase Agreement | |||||||||||||
Collaboration agreement | |||||||||||||
Issuance of common stock in conjunction with public offering (in shares) | 1,600,000 | ||||||||||||
Common stock per share | $ 31 | $ 31 | |||||||||||
Aggregate purchase price of common stock | $ 50,000,000 | ||||||||||||
Equity premium per share | $ 9.93 | ||||||||||||
Aggregate equity premium on shares | $ 16,000,000 | ||||||||||||
Proceeds from public offering of common stock, net of issuance costs | 34,000,000 | ||||||||||||
JJDC, Inc | Stock Purchase Agreement | Private Placement | |||||||||||||
Collaboration agreement | |||||||||||||
Proceeds from public offering of common stock, net of issuance costs | $ 50,000,000 | ||||||||||||
Aggregate value of common stock | $ 50,000,000 | $ 50,000,000 | |||||||||||
Share issue price (in dollars per share) | $ 28.31 | $ 28.31 | |||||||||||
Issuance of common stock during period for private placements (in shares) | 1,800,000 | ||||||||||||
First Janssen Cancer Target | Maximum | Janssen Agreement | |||||||||||||
Collaboration agreement | |||||||||||||
Development, regulatory, and sales milestones | $ 898,000,000 | ||||||||||||
Additional candidate milestone Payments | 460,000,000 | ||||||||||||
Additional Cancer Targets | Maximum | Janssen Agreement | |||||||||||||
Collaboration agreement | |||||||||||||
Development, regulatory, and sales milestones | 706,000,000 | ||||||||||||
Additional candidate milestone Payments | $ 340,000,000 |
Collaboration and License Agr_4
Collaboration and License Agreements (Details 1) - Amended MSK License $ / shares in Units, $ in Millions | 9 Months Ended |
Sep. 30, 2020USD ($)$ / shares | |
Milestone One | |
Collaboration agreement | |
Common stock multiple | 5.0x |
Ten-trading day trailing average common stock price | $ / shares | $ 50.18 |
Enterprise value milestone payment | $ | $ 20 |
Milestone Two | |
Collaboration agreement | |
Common stock multiple | 10.0x |
Ten-trading day trailing average common stock price | $ / shares | $ 100.36 |
Enterprise value milestone payment | $ | $ 30 |
Milestone Three | |
Collaboration agreement | |
Common stock multiple | 15.0x |
Ten-trading day trailing average common stock price | $ / shares | $ 150.54 |
Enterprise value milestone payment | $ | $ 25 |
Collaboration and License Agr_5
Collaboration and License Agreements (Details 2) | 9 Months Ended |
Sep. 30, 2020$ / shares | |
Determine the estimated fair value of the enterprise value milestone payments | |
Closing stock price as of remeasurement date | $ 39.97 |
Amended MSK License | |
Determine the estimated fair value of the enterprise value milestone payments | |
Risk-free interest rate | 1.20% |
Expected volatility | 77.60% |
Estimated term (in years) | 18 years 3 months 18 days |
Closing stock price as of remeasurement date | $ 39.97 |
California Institute For Rege_2
California Institute For Regenerative Medicine Award (Details) $ in Millions | Apr. 05, 2018USD ($)Disbursement | Sep. 30, 2020USD ($) |
Award from California institute for regenerative medicine | ||
Period to treat award as grant, if award not treated as loan | 10 years | |
California Institute for Regenerative Medicine | ||
Award from California institute for regenerative medicine | ||
Receipt of first disbursement under the Award | $ | $ 4 | |
California Institute for Regenerative Medicine | LIBOR | ||
Award from California institute for regenerative medicine | ||
Award considered as a loan, interest rate | 7.00% | |
California Institute for Regenerative Medicine | Loan Repayment Rate One | ||
Award from California institute for regenerative medicine | ||
Repayment percentage of award amount | 60.00% | |
California Institute for Regenerative Medicine | Loan Repayment Rate Two | ||
Award from California institute for regenerative medicine | ||
Repayment percentage of award amount | 80.00% | |
California Institute for Regenerative Medicine | Loan Repayment Rate Three | ||
Award from California institute for regenerative medicine | ||
Repayment percentage of award amount | 100.00% | |
California Institute for Regenerative Medicine | Loan Repayment Rate Four | ||
Award from California institute for regenerative medicine | ||
Repayment percentage of award amount | 100.00% | |
California Institute for Regenerative Medicine | FT516 | ||
Award from California institute for regenerative medicine | ||
Award agreement executed date | Apr. 5, 2018 | |
Award for first-in-human clinical trial | $ | $ 4 | |
Number of disbursements | 5 | |
Number of disbursement receivable upon the execution of the award | 1 | |
Number of disbursements receivable based on completion of certain operating milestones | 4 |
Investments (Details)
Investments (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Schedule Of Available For Sale Securities [Line Items] | |||||
Available-for-sale securities, impairment | $ 0 | $ 0 | $ 0 | $ 0 | |
Available-for-sale securities, realized gains (losses) on sales | 0 | 0 | 0 | 0 | |
Available-for-sale securities, recognition of expected credit losses | 0 | $ 0 | 0 | $ 0 | |
Prepaid Expenses And Other Assets | |||||
Schedule Of Available For Sale Securities [Line Items] | |||||
Accured Interest on investments | $ 800,000 | $ 800,000 | $ 1,000,000 | ||
Treasuries and Corporate Debt Securities | |||||
Schedule Of Available For Sale Securities [Line Items] | |||||
Short term investments, maturity start range | 3 months | ||||
Short term investments, maturity end range | 18 months |
Investments (Details 2)
Investments (Details 2) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Short-term Investments [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | $ 139,372 | $ 121,616 |
Unrealized Losses | (16) | (28) |
Unrealized Gains | 319 | 25 |
Estimated Fair Value | 139,675 | 121,613 |
Long-term Investments [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 13,224 | 39,413 |
Unrealized Losses | (1) | |
Unrealized Gains | 9 | 28 |
Estimated Fair Value | $ 13,233 | $ 39,440 |
U.S. Treasury debt securities | Current Assets [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Maturity (in years) | 1 or less | 1 or less |
Amortized Cost | $ 49,494 | $ 50,445 |
Unrealized Losses | (4) | |
Unrealized Gains | 79 | 16 |
Estimated Fair Value | $ 49,573 | $ 50,457 |
U.S. Treasury debt securities | Non-current Assets [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Maturity (in years) | Greater than 1 | |
Amortized Cost | $ 9,841 | |
Unrealized Gains | 5 | |
Estimated Fair Value | $ 9,846 | |
Corporate debt securities | Current Assets [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Maturity (in years) | 1 or less | 1 or less |
Amortized Cost | $ 89,878 | $ 71,171 |
Unrealized Losses | (16) | (24) |
Unrealized Gains | 240 | 9 |
Estimated Fair Value | $ 90,102 | $ 71,156 |
Corporate debt securities | Non-current Assets [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Maturity (in years) | Greater than 1 | Greater than 1 |
Amortized Cost | $ 13,224 | $ 29,572 |
Unrealized Losses | (1) | |
Unrealized Gains | 9 | 23 |
Estimated Fair Value | $ 13,233 | $ 29,594 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Fair Value Measurements Recurring - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Financial assets: | ||
Total financial assets measured at fair value on a recurring basis | $ 502,038 | $ 245,867 |
Financial liabilities: | ||
Total financial liabilities measured at fair value on a recurring basis | 27,644 | |
Stock price appreciation milestones | ||
Financial liabilities: | ||
Stock price appreciation milestones | 27,644 | |
Money market funds | ||
Financial assets: | ||
Money market funds | 349,130 | 84,814 |
U.S. Treasury debt securities | ||
Financial assets: | ||
Investments | 49,573 | 60,303 |
Corporate debt securities | ||
Financial assets: | ||
Investments | 103,335 | 100,750 |
Quoted prices in Active Market for Identical Assets (Level 1) | ||
Financial assets: | ||
Total financial assets measured at fair value on a recurring basis | 398,703 | 145,117 |
Quoted prices in Active Market for Identical Assets (Level 1) | Money market funds | ||
Financial assets: | ||
Money market funds | 349,130 | 84,814 |
Quoted prices in Active Market for Identical Assets (Level 1) | U.S. Treasury debt securities | ||
Financial assets: | ||
Investments | 49,573 | 60,303 |
Significant Other Observable Inputs (Level 2) | ||
Financial assets: | ||
Total financial assets measured at fair value on a recurring basis | 103,335 | 100,750 |
Significant Other Observable Inputs (Level 2) | Corporate debt securities | ||
Financial assets: | ||
Investments | 103,335 | $ 100,750 |
Significant Unobservable Inputs (Level 3) | ||
Financial liabilities: | ||
Total financial liabilities measured at fair value on a recurring basis | 27,644 | |
Significant Unobservable Inputs (Level 3) | Stock price appreciation milestones | ||
Financial liabilities: | ||
Stock price appreciation milestones | $ 27,644 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details 2) | 3 Months Ended |
Sep. 30, 2020USD ($)$ / shares | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Closing stock price as of remeasurement date | $ / shares | $ 39.97 |
Transfer of assets from level 1 to level 2 | $ 0 |
Transfer of assets from level 2 to level 1 | 0 |
Transfer of liabilities from level 1 to level 2 | 0 |
Transfer of liabilities from level 2 to level 1 | 0 |
Fair Value Measurements Nonrecurring | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Financial assets/ Non-financial assets | 0 |
Total financial liabilities measured at fair value on a recurring basis | $ 0 |
Stock price increased by 10% per share | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Sensitivity analysis fair value inputs stock price increase/decrease | 10.00% |
Sensitivity analysis share price fair value input | $ / shares | $ 43.97 |
Sensitivity analysis change in enterprise value milestone payments income (expense) | $ 3,400,000 |
Stock price decreased by 10% per share | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Sensitivity analysis fair value inputs stock price increase/decrease | 10.00% |
Sensitivity analysis share price fair value input | $ / shares | $ 35.97 |
Sensitivity analysis change in enterprise value milestone payments income (expense) | $ 2,400,000 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details 3) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Change in fair value of stock price appreciation milestones | $ 27,644 | $ 27,644 |
Significant Unobservable Inputs (Level 3) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Balance at the beginning of the period | 0 | |
Change in fair value of stock price appreciation milestones | 27,644 | |
Balance at the end of the period | $ 27,644 | $ 27,644 |
Accrued Expenses and Long-Ter_3
Accrued Expenses and Long-Term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Current accrued expenses | ||
Accrued payroll and other employee benefits | $ 6,843 | $ 5,329 |
Accrued clinical trial related costs | 4,126 | 5,976 |
Accrued other | 3,813 | 3,392 |
Total current accrued expenses | $ 14,782 | $ 14,697 |
Accrued Expenses and Long-Ter_4
Accrued Expenses and Long-Term Debt (2017 Term Loan) (Details 2) - USD ($) $ in Millions | Nov. 13, 2019 | Sep. 30, 2019 | Sep. 30, 2019 |
Debt | |||
Aggregate interest expense | $ 0.4 | $ 1.2 | |
Loan and Security Agreement | |||
Debt | |||
Repayments of debt amount | $ 14.2 | ||
Principal amount of the final fee payment | 13 | ||
Final payment fee | $ 1.2 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Jan. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Lessee Lease Description [Line Items] | |||||
Lessee, operating lease, option to extend | These leases have terms varying from one to approximately sixteen years, with renewal options of up to ten years | ||||
Lessee, operating lease, existence of option to extend | true | ||||
Letters of credit outstanding amount | $ 15,200 | $ 200 | $ 15,200 | $ 200 | |
Future minimum payments under the operating leases | $ 194,022 | $ 194,022 | |||
Remaining weighted-average lease term | 13 years 4 months 24 days | 13 years 4 months 24 days | |||
Operating lease liabilities, weighted-average discount rate | 8.40% | 8.40% | |||
Total short-term lease expense | $ 200 | $ 400 | $ 900 | $ 600 | |
The Premises 2020 Lease Agreement | |||||
Lessee Lease Description [Line Items] | |||||
Lessee, operating lease, option to extend | The Company has the option to extend the lease for two successive five-year periods. The Company also has a one-time option to terminate the lease after 10 years from the Rent Commencement Date | ||||
Lessee, operating lease, existence of option to extend | true | ||||
Lease term | 15 years | ||||
Option to terminate lease | 10 years | ||||
Tenant improvements | $ 8,300 | $ 8,300 | |||
Early termination fees | $ 30,000 | ||||
Letters of credit outstanding amount | 15,000 | ||||
Minimum | |||||
Lessee Lease Description [Line Items] | |||||
Lease term | 1 year | 1 year | |||
Future minimum payments under the operating leases | $ 194,000 | $ 194,000 | |||
Maximum | |||||
Lessee Lease Description [Line Items] | |||||
Lease term | 16 years | 16 years | |||
Maximum | The Premises 2020 Lease Agreement | |||||
Lessee Lease Description [Line Items] | |||||
Renewal term | 10 years | 10 years | |||
Aggregate tenant improvements of the premises | $ 29,800 |
Leases (Details 1)
Leases (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Lease Cost [Abstract] | ||||
Straight-line lease expense | $ 3,039 | $ 945 | $ 8,948 | $ 2,836 |
Variable lease expense | 608 | 589 | 1,633 | 1,743 |
Total operating lease expense | $ 3,647 | $ 1,534 | $ 10,581 | $ 4,579 |
Leases (Details 2)
Leases (Details 2) $ in Thousands | Sep. 30, 2020USD ($) |
Operating Lease Liabilities Payments Due [Abstract] | |
Remaining in 2020 | $ 1,079 |
2021 | 9,741 |
2022 | 12,610 |
2023 | 12,988 |
2024 | 13,378 |
2025 | 13,779 |
Thereafter | 130,447 |
Total undiscounted lease payments | 194,022 |
Less: imputed interest | (87,171) |
Less: amounts associated with tenant improvement allowance not yet utilized | (21,365) |
Total lease liability | $ 85,486 |
Convertible Preferred Stock a_3
Convertible Preferred Stock and Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Nov. 30, 2016 | Jun. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Dec. 31, 2019 | May 02, 2017 | |
Convertible preferred stock | ||||||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||||
Employee And Non Employee Stock Option | ||||||
Convertible preferred stock | ||||||
Unrecognized compensation cost related to outstanding options | $ 58.6 | |||||
Expected recognition weighted average period of unrecognized compensation cost | 2 years 9 months 18 days | |||||
Restricted Stock Units (RSUs) | ||||||
Convertible preferred stock | ||||||
Expected recognition weighted average period of unrecognized compensation cost | 3 years 1 month 6 days | |||||
Unrecognized compensation cost related to unvested restricted shares | $ 22.3 | |||||
Common Stock | ||||||
Convertible preferred stock | ||||||
Common stock issued | 7,108,796 | 9,890,000 | ||||
Conversion of preferred shares to common stock | 125,000 | 125,000 | ||||
Non-Voting Class A Preferred Stock | Redmile Group, LLC and Affiliates | ||||||
Convertible preferred stock | ||||||
Terms of conversion | The Class A Preferred were purchased exclusively by entities affiliated with Redmile Group, LLC (collectively, Redmile). The terms of the CoD prohibited Redmile from converting the Class A Preferred into shares of the Company’s common stock if, as a result of conversion, Redmile, together with its affiliates, would own more than 9.99% of the Company’s common stock then issued and outstanding (the Redmile Percentage Limitation), which percentage could change at Redmile’s election upon 61 days’ notice to the Company to (i) any other number less than or equal to 19.99% or (ii) subject to approval of the Company’s stockholders to the extent required in accordance with the Nasdaq Global Market rules, any number in excess of 19.99%. On May 2, 2017, the Company’s stockholders approved the issuance of up to an aggregate of 14,097,745 shares of common stock upon the conversion of the outstanding shares of Class A Preferred. As a result, Redmile has the right to increase the Redmile Percentage Limitation to any percentage in excess of 19.99% at its election. | |||||
Non-Voting Class A Preferred Stock | Maximum | ||||||
Convertible preferred stock | ||||||
Number of shares to be issued upon conversion | 14,097,745 | |||||
Non-Voting Class A Preferred Stock | Maximum | Redmile Group, LLC and Affiliates | ||||||
Convertible preferred stock | ||||||
Percentage of common stock ownership upon preferred stock conversion | 9.99% | |||||
Preferred shares converted into common stock percentage of ownership change upon notice | 19.99% | |||||
Class A Convertible Preferred Shares | ||||||
Convertible preferred stock | ||||||
Preferred stock, issued shares | 2,794,549 | 2,794,549 | ||||
Conversion of preferred shares to common stock | (25,000) | (25,000) | ||||
November 2016 Placement | Common Stock | ||||||
Convertible preferred stock | ||||||
Share issue price (in dollars per share) | $ 2.66 | |||||
Common stock issued | 7,236,837 | |||||
November 2016 Placement | Non-Voting Class A Preferred Stock | ||||||
Convertible preferred stock | ||||||
Preferred stock, issued shares | 2,819,549 | |||||
Share issue price (in dollars per share) | $ 13.30 | |||||
Number of shares to be issued upon conversion | 5 | |||||
Preferred stock, par value (in dollars per share) | $ 0.001 | |||||
Conversion price | $ 2.66 |
Convertible Preferred Stock a_4
Convertible Preferred Stock and Stockholders' Equity (Details 2) - Employee And Non Employee Stock Option | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Number of Options | |
Balance at the beginning of the period | shares | 9,327,742 |
Granted | shares | 2,279,388 |
Exercised | shares | (701,566) |
Cancelled | shares | (208,347) |
Balance at the end of the period | shares | 10,697,217 |
Weighted-Average Price | |
Balance at the beginning of the period | $ / shares | $ 9.67 |
Granted | $ / shares | 25.59 |
Exercised | $ / shares | 7.02 |
Cancelled | $ / shares | 15.60 |
Balance at the end of the period | $ / shares | $ 13.12 |
Convertible Preferred Stock a_5
Convertible Preferred Stock and Stockholders' Equity (Details 3) - Restricted Stock Units (RSUs) | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Number of Restricted Stock Units | |
Balance at the beginning of the period | shares | 520,000 |
Granted | shares | 1,019,323 |
Vested | shares | (85,000) |
Cancelled | shares | (59,868) |
Balance at the end of the period | shares | 1,394,455 |
Weighted-Average Grant Date Fair Value per Share | |
Balance at the beginning of the period | $ / shares | $ 16.41 |
Granted | $ / shares | 22.48 |
Vested | $ / shares | 16.34 |
Cancelled | $ / shares | 21.94 |
Balance at the end of the period | $ / shares | $ 20.62 |
Convertible Preferred Stock a_6
Convertible Preferred Stock and Stockholders' Equity (Details 4) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Convertible preferred stock | ||||
Total stock-based compensation expense | $ 7,843 | $ 4,573 | $ 21,992 | $ 12,827 |
Research And Development | ||||
Convertible preferred stock | ||||
Total stock-based compensation expense | 4,696 | 2,560 | 13,309 | 7,222 |
General And Administrative | ||||
Convertible preferred stock | ||||
Total stock-based compensation expense | $ 3,147 | $ 2,013 | $ 8,683 | $ 5,605 |
Convertible Preferred Stock a_7
Convertible Preferred Stock and Stockholders' Equity (Details 5) - Employee And Non Employee Stock Option | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Weighted-average assumptions to determine fair value of stock options | ||
Risk-free interest rate | 1.20% | 2.50% |
Expected volatility | 77.50% | 79.90% |
Expected term (in years) | 5 years 7 months 6 days | 6 years |
Expected dividend yield | 0.00% | 0.00% |
Convertible Preferred Stock a_8
Convertible Preferred Stock and Stockholders' Equity (Details 6) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Class Of Stock [Line Items] | |||||||||
Balance | $ 474,111 | $ 219,218 | $ 244,756 | $ 127,526 | $ 145,837 | $ 160,469 | $ 244,756 | $ 160,469 | $ 160,469 |
Exercise of stock options, net of issuance costs | 1,413 | 2,548 | 949 | 163 | 688 | 1,258 | |||
Stock-based compensation | 7,843 | 7,236 | 6,913 | 4,573 | 4,386 | 3,868 | |||
Public offering of common stock, net of issuance costs | (7) | 188,791 | 162,431 | ||||||
Private placement of common stock, net of issuance costs | 49,975 | ||||||||
Unrealized gain on investments | (311) | 481 | 120 | (42) | 93 | 2 | |||
Net loss | (58,684) | (28,072) | (33,520) | (26,609) | (23,478) | (19,760) | (120,276) | (69,847) | |
Balance | 424,365 | 474,111 | 219,218 | 268,042 | 127,526 | 145,837 | 424,365 | 268,042 | 244,756 |
Issuance of stock to collaboration partner, net of issuance costs | 33,934 | ||||||||
Class A Convertible Preferred Shares | |||||||||
Class Of Stock [Line Items] | |||||||||
Balance | $ 3 | $ 3 | $ 3 | $ 3 | $ 3 | $ 3 | $ 3 | $ 3 | $ 3 |
Balance (in shares) | 2,794,549 | 2,794,549 | 2,794,549 | 2,819,549 | 2,819,549 | 2,819,549 | 2,794,549 | 2,819,549 | 2,819,549 |
Conversion of preferred shares to common stock | (25,000) | (25,000) | |||||||
Balance | $ 3 | $ 3 | $ 3 | $ 3 | $ 3 | $ 3 | $ 3 | $ 3 | $ 3 |
Balance (in shares) | 2,794,549 | 2,794,549 | 2,794,549 | 2,794,549 | 2,819,549 | 2,819,549 | 2,794,549 | 2,794,549 | 2,794,549 |
Common Stock | |||||||||
Class Of Stock [Line Items] | |||||||||
Balance | $ 87 | $ 76 | $ 76 | $ 65 | $ 65 | $ 65 | $ 76 | $ 65 | $ 65 |
Balance (in shares) | 86,802,162 | 65,309,891 | |||||||
Balance (in shares) | 75,996,075 | 75,730,260 | 65,115,846 | 64,693,681 | 75,730,260 | 64,693,681 | 64,693,681 | ||
Exercise of stock options, net of issuance costs (in shares) | 202,524 | 310,727 | 188,315 | 30,782 | 194,045 | 420,920 | |||
Issuance of common stock upon vesting of restricted stock units | $ 7,500 | ||||||||
Issuance of common stock upon vesting of restricted stock units (in shares) | 77,500 | ||||||||
Issuance of common stock upon cashless warrant exercises (in shares) | 60,275 | 1,245 | |||||||
Public offering of common stock, net of issuance costs | $ 7 | $ 10 | |||||||
Issuance of common stock in conjunction with public offering (in shares) | 7,108,796 | 9,890,000 | |||||||
Private placement of common stock, net of issuance costs | $ 2 | ||||||||
Private placement issuances of common stock, net of offering costs (in shares) | 1,766,160 | ||||||||
Conversion of preferred shares to common stock | 125,000 | 125,000 | |||||||
Balance | $ 87 | $ 87 | $ 76 | $ 75 | $ 65 | $ 65 | $ 87 | $ 75 | $ 76 |
Balance (in shares) | 87,004,686 | 86,802,162 | 75,415,948 | 65,309,891 | 87,004,686 | 75,415,948 | |||
Balance (in shares) | 75,996,075 | 65,115,846 | 75,730,260 | ||||||
Issuance of stock to collaboration partner, net of issuance costs | $ 2 | ||||||||
Issuance of stock to collaboration partner, net of issuance costs (in shares) | 1,612,904 | ||||||||
Additional Paid In Capital | |||||||||
Class Of Stock [Line Items] | |||||||||
Balance | $ 918,535 | $ 636,062 | $ 628,200 | $ 455,999 | $ 450,925 | $ 445,799 | $ 628,200 | $ 445,799 | $ 445,799 |
Exercise of stock options, net of issuance costs | 1,413 | 2,548 | 949 | 163 | 688 | 1,258 | |||
Stock-based compensation | 7,843 | 7,236 | 6,913 | 4,573 | 4,386 | 3,868 | |||
Public offering of common stock, net of issuance costs | (7) | 188,784 | 162,421 | ||||||
Private placement of common stock, net of issuance costs | 49,973 | ||||||||
Balance | 927,784 | 918,535 | 636,062 | 623,156 | 455,999 | 450,925 | 927,784 | 623,156 | 628,200 |
Issuance of stock to collaboration partner, net of issuance costs | 33,932 | ||||||||
Accumulated Other Comprehensive Gain (Loss) | |||||||||
Class Of Stock [Line Items] | |||||||||
Balance | 623 | 142 | 22 | 93 | (2) | 22 | (2) | (2) | |
Unrealized gain on investments | (311) | 481 | 120 | (42) | 93 | 2 | |||
Balance | 312 | 623 | 142 | 51 | 93 | 312 | 51 | 22 | |
Accumulated Deficit | |||||||||
Class Of Stock [Line Items] | |||||||||
Balance | (445,137) | (417,065) | (383,545) | (328,634) | (305,156) | (285,396) | (383,545) | (285,396) | (285,396) |
Net loss | (58,684) | (28,072) | (33,520) | (26,609) | (23,478) | (19,760) | |||
Balance | $ (503,821) | $ (445,137) | $ (417,065) | $ (355,243) | $ (328,634) | $ (305,156) | $ (503,821) | $ (355,243) | $ (383,545) |