Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | Apr. 29, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Trading Symbol | ADRO | |
Security Exchange Name | NASDAQ | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Entity Interactive Data Current | Yes | |
Entity Registrant Name | ADURO BIOTECH, INC. | |
Entity Central Index Key | 0001435049 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Shell Company | false | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Common Stock, Shares Outstanding | 80,837,093 | |
Entity Current Reporting Status | Yes | |
Entity File Number | 001-37345 | |
Entity Tax Identification Number | 94-3348934 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 740 Heinz Avenue | |
Entity Address, City or Town | Berkeley | |
Entity Address, State or Province | CA | |
Entity Address Postal Zip Code | 94710 | |
City Area Code | (510) | |
Local Phone Number | 848-4400 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 94,381 | $ 59,624 |
Marketable securities | 108,539 | 153,978 |
Accounts receivable | 1,053 | 342 |
Income tax receivable | 5,665 | |
Prepaid expenses and other current assets | 2,676 | 3,958 |
Total current assets | 212,314 | 217,902 |
Marketable securities | 3,011 | |
Property and equipment, net | 22,492 | 24,688 |
Operating lease right-of-use assets | 20,722 | 21,110 |
Goodwill | 8,010 | 8,167 |
Intangible assets, net | 18,478 | 18,978 |
Restricted cash | 468 | 468 |
Total assets | 285,495 | 291,313 |
Current liabilities: | ||
Accounts payable | 752 | 414 |
Accrued clinical trial and manufacturing expenses | 4,823 | 4,253 |
Accrued expenses and other liabilities | 10,116 | 8,181 |
Operating lease liabilities | 1,765 | 1,803 |
Deferred revenue | 5,808 | 6,950 |
Total current liabilities | 23,264 | 21,601 |
Contingent consideration | 1,972 | 1,051 |
Deferred revenue | 165,208 | 166,963 |
Deferred tax liabilities | 3,459 | 3,527 |
Operating lease liabilities | 31,258 | 31,636 |
Other long-term liabilities | 753 | 940 |
Total liabilities | 225,914 | 225,718 |
Commitments and contingencies (Note 7) | ||
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding at March 31, 2020 and December 31, 2019 | ||
Common stock, $0.0001 par value; 300,000,000 shares authorized; 80,837,093 and 80,735,688 shares issued and outstanding at March 31, 2020 and December 31, 2019 | 8 | 8 |
Additional paid-in capital | 554,192 | 552,077 |
Accumulated other comprehensive (loss) income | (140) | 414 |
Accumulated deficit | (494,479) | (486,904) |
Total stockholders’ equity | 59,581 | 65,595 |
Total liabilities and stockholders’ equity | $ 285,495 | $ 291,313 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 |
Statement Of Financial Position [Abstract] | ||
Preferred stock par value per share | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 10,000,000 | 10,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Common stock par value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 300,000,000 | 300,000,000 |
Common stock shares issued | 80,837,093 | 80,735,688 |
Common stock shares outstanding | 80,837,093 | 80,735,688 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenue: | ||
Total revenue | $ 13,950,000 | $ 3,938,000 |
Operating expenses: | ||
Research and development | 15,828,000 | 17,494,000 |
General and administrative | 7,819,000 | 8,224,000 |
Restructuring and related expense | 4,308,000 | 2,994,000 |
Amortization of intangible assets | 136,000 | 140,000 |
Total operating expenses | 28,091,000 | 28,852,000 |
Loss from operations | (14,141,000) | (24,914,000) |
Interest income | 920,000 | 1,471,000 |
Other expense, net | (19,000) | (19,000) |
Total other income | 901,000 | 1,452,000 |
Loss before income tax | (13,240,000) | (23,462,000) |
Income tax benefit | 5,665,000 | 35,000 |
Net loss | $ (7,575,000) | $ (23,427,000) |
Net loss per common share, basic and diluted | $ (0.09) | $ (0.29) |
Shares used in computing net loss per common share, basic and diluted | 80,757,801 | 79,673,294 |
Collaboration and license revenue | ||
Revenue: | ||
Total revenue | $ 13,950,000 | $ 3,938,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net loss | $ (7,575) | $ (23,427) |
Other comprehensive loss: | ||
Unrealized (loss) gain on marketable securities, net of tax of $0 | (81) | 184 |
Foreign currency translation adjustments, net of tax of $0 | (473) | (633) |
Other comprehensive loss | (554) | (449) |
Comprehensive loss | $ (8,129) | $ (23,876) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) (Parenthetical) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Statement Of Income And Comprehensive Income [Abstract] | |
Unrealized (loss) gain on marketable securities, tax | $ 0 |
Foreign currency translation adjustments, tax | $ 0 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid In Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings |
Beginning balance at Dec. 31, 2018 | $ 135,311 | $ 8 | $ 538,895 | $ 940 | $ (404,532) |
Beginning balance, Shares at Dec. 31, 2018 | 79,571,714 | ||||
Issuance of common stock upon exercise of stock options | 251 | 251 | |||
Issuance of common stock upon exercise of stock options, Shares | 254,481 | ||||
Release of restricted stock units | 25,850 | ||||
Stock-based compensation | 3,703 | 3,703 | |||
Other comprehensive loss | (449) | (449) | |||
Net loss | (23,427) | (23,427) | |||
Ending balance at Mar. 31, 2019 | 115,389 | $ 8 | 542,849 | 491 | (427,959) |
Ending balance, Shares at Mar. 31, 2019 | 79,852,045 | ||||
Beginning balance at Dec. 31, 2019 | $ 65,595 | $ 8 | 552,077 | 414 | (486,904) |
Beginning balance, Shares at Dec. 31, 2019 | 80,735,688 | 80,735,688 | |||
Issuance of common stock upon exercise of stock options | $ 80 | 80 | |||
Issuance of common stock upon exercise of stock options, Shares | 88,480 | 88,480 | |||
Release of restricted stock units | 12,925 | ||||
Stock-based compensation | $ 2,035 | 2,035 | |||
Other comprehensive loss | (554) | (554) | |||
Net loss | (7,575) | (7,575) | |||
Ending balance at Mar. 31, 2020 | $ 59,581 | $ 8 | $ 554,192 | $ (140) | $ (494,479) |
Ending balance, Shares at Mar. 31, 2020 | 80,837,093 | 80,837,093 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash Flows from Operating Activities | ||
Net loss | $ (7,575) | $ (23,427) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 994 | 1,088 |
Amortization of intangible assets | 136 | 140 |
Impairment of property and equipment | 1,199 | |
Non-cash lease expense | 380 | 219 |
Accretion of discounts and amortization of premiums on marketable securities | (294) | (353) |
Stock-based compensation | 2,035 | 3,703 |
Loss from remeasurement of fair value of contingent consideration | 944 | |
Deferred income tax | (35) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (711) | 11,330 |
Income tax receivable | (5,665) | |
Prepaid expenses and other assets | 1,277 | (368) |
Accounts payable | 702 | 202 |
Deferred revenue | (2,897) | (3,174) |
Accrued clinical trial and manufacturing expenses | 218 | 216 |
Accrued expenses and other liabilities | 1,798 | (1,556) |
Operating lease liabilities | (406) | 806 |
Net cash used in operating activities | (7,865) | (11,209) |
Cash Flows from Investing Activities | ||
Purchase of marketable securities | (36,385) | (77,790) |
Proceeds from maturities of marketable securities | 79,031 | 76,103 |
Purchase of property and equipment | (48) | (424) |
Net cash provided by (used in) investing activities | 42,598 | (2,111) |
Cash Flows from Financing Activities | ||
Proceeds from exercise of stock options | 80 | 251 |
Net cash provided by financing activities | 80 | 251 |
Effect of exchange rate changes | (56) | (127) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 34,757 | (13,196) |
Cash, cash equivalents and restricted cash at beginning of period | 60,092 | 126,778 |
Cash, cash equivalents and restricted cash at end of period | 94,849 | 113,582 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities | ||
Purchase of property and equipment in accounts payable and accrued liabilities | 41 | |
Reconciliation of Cash, Cash Equivalents and Restricted Cash | ||
Cash and cash equivalents | 94,381 | 113,114 |
Restricted cash | 468 | 468 |
Cash, cash equivalents and restricted cash at end of period | $ 94,849 | $ 113,582 |
Organization and Nature of Busi
Organization and Nature of Business | 3 Months Ended |
Mar. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Nature of Business | 1. Organization and Nature of Business Aduro Biotech, Inc., and its wholly owned subsidiaries, or the Company, is an immunotherapy company focused on the discovery, development and commercialization of therapies that are designed to harness the body's natural immune system for the treatment of patients with challenging diseases. The Company is located in Berkeley, California and its wholly-owned subsidiary, Aduro Biotech Holdings, Europe B.V., or Aduro Biotech Europe, is based in the Netherlands. The Company operates in one business segment. The Company’s product candidates in the Stimulator of Interferon Genes (STING) and A Proliferation Inducing Ligand (APRIL) pathways are being investigated in cancer, autoimmune and inflammatory diseases. The Company’s lead STING pathway activator product candidate, ADU-S100 (MIW815), which potentially activates the intracellular STING receptor for a potent tumor-specific immune response, is being evaluated in combination with KEYTRUDA® (pembrolizumab), an approved anti-PD-1 monoclonal antibody, as first-line treatment for patients with recurrent or metastatic squamous cell carcinoma of the head and neck (SCCHN). The Company’s anti-APRIL antibody product candidate, BION-1301, a first-in-class fully blocking monoclonal antibody that blocks APRIL binding to both the BCMA and TACI receptors, is being evaluated in patients with IgA nephropathy. The Company is collaborating with leading global pharmaceutical companies to help expand and drive its product pipeline. The Company’s strategy is to rapidly advance first- or best-in-class therapies from its STING and APRIL programs through clinical development and regulatory approval. |
Basis of Presentation, Use of E
Basis of Presentation, Use of Estimates and Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation, Use of Estimates and Recent Accounting Pronouncements | 2. Basis of Presentation, Use of Estimates and Recent Accounting Pronouncements Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or U.S. GAAP, and follow the requirements of the Securities and Exchange Commission, or the SEC, for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP have been condensed or omitted, and accordingly the unaudited condensed consolidated financial statements do not include all of the information and notes required by U.S. GAAP for complete financial statements. These financial statements have been prepared on the same basis as the Company’s annual financial statements and, in the opinion of management, reflect all adjustments (consisting only of normal recurring adjustments) that are necessary for a fair presentation of the Company’s financial information. The results of operations for the three months ended March 31, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020 or for any other interim period or for any other future year. The accompanying condensed consolidated financial statements and related financial information should be read in conjunction with the audited consolidated financial statements and the related notes thereto for the year ended December 31, 2019 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on March 9, 2020. The condensed consolidated financial statements include the accounts of Aduro Biotech, Inc. and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities and reported amounts of revenue and expenses in the financial statements and accompanying notes. On an ongoing basis, management evaluates its estimates, including those related to revenue recognition, clinical trial accruals, contingent consideration, income taxes, right-of-use assets, lease obligations, stock-based compensation, and valuation of intangibles and goodwill. Management bases its estimates on historical experience and on various other market-specific and relevant assumptions that management believes to be reasonable under the circumstances. Actual results could differ from these estimates. Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board, or FASB, issued Accounting Standard Update, or ASU, No. 2016-13 – Financial Instruments—Credit Losses (Topic 326). The standard changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. Financial assets measured at amortized cost will be presented at the net amount expected to be collected by using an allowance for credit losses. In April 2019, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments – Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, which clarifies and corrects certain unintended applications of the guidance contained in each of the amended Topics. Additionally, in May 2019, the FASB issued ASU No. 2019-05, Financial Instruments – Credit Losses (Topic 326), which provides an option to irrevocably elect to measure certain individual financial assets at fair value instead of amortized cost. In November 2019, the FASB issued ASU No. 2019-10, Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842), which defers the effective date for ASU No. 2016-13 for smaller reporting companies to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted for all periods beginning after December 15, 2018. The Company does not plan to early adopt and is currently in the process of evaluating the impact the standard will have on its consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12 – Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12). The standard update simplifies the accounting for income taxes by removing certain exceptions to the general principles in ASC 740 and also improves consistent application by clarifying and amending existing guidance. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is permitted. The Company has evaluated the impact of this guidance and has concluded that adoption of the standard will not have a material impact on its consolidated financial statements. Recently Adopted Accounting Pronouncements In August 2018, the FASB issued ASU No. 2018-13 – Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. The standard eliminates certain disclosure requirements for fair value measurements for all entities, requires public entities to disclose certain new information, and modifies some disclosure requirements. The new standard is effective for fiscal years and interim periods beginning after December 15, 2019. The Company adopted the new standard on January 1, 2020. As the result of the adoption the Company is no longer required to disclose (1) the amount of and the reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, (2) the policy for timing of transfers between levels, and (3) the valuation process for Level 3 fair value measurements. Additionally, the Company is required to disclose (1) the changes in unrealized gains and losses for the period included in other comprehensive income (loss) for recurring Level 3 fair value measurements held at the end of the reporting period and (2) the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. Refer to Note 3 “Fair Value Measurements” for the newly required disclosures resulting from the adoption of this standard. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. Fair Value Measurements The carrying amounts of certain of the Company’s financial instruments, including cash equivalents, accounts receivable and accounts payable approximate their fair values due to their short maturities. Assets and liabilities recorded at fair value on a recurring basis in the balance sheets, as well as assets and liabilities measured at fair value on a non-recurring basis or disclosed at fair value, are categorized based upon the level of judgment associated with inputs used to measure their fair values. The accounting guidance for fair value provides a framework for measuring fair value and requires certain disclosures about how fair value is determined. Fair value is defined as the price that would be received upon the sale of an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance also establishes a three-level valuation hierarchy that prioritizes the inputs to valuation techniques used to measure fair value based upon whether such inputs are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions made by the reporting entity. The three-level hierarchy for the inputs to valuation techniques is briefly summarized as follows: Level 1 —Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date; Level 2 —Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and Level 3 —Unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data. The Company’s cash equivalents, which include money market funds, are classified as Level 1 because they are valued using quoted market prices. The Company’s cash equivalents consisting of corporate debt securities and commercial paper along with the Company’s marketable securities consisting of available-for-sale securities are generally classified as Level 2 because their value is based on valuations using significant inputs derived from or corroborated by observable market data. When quoted prices in active markets for identical assets or liabilities are not available, the Company relies on non-binding quotes from its investment managers, which are based on proprietary valuation models of independent pricing services. These models generally use inputs such as observable market data, quoted market prices for similar instruments, or historical pricing trends of a security relative to its peers. To validate the fair value determination provided by its investment managers, the Company reviews the pricing movement in the context of overall market trends and trading information from its investment managers. In addition, the Company assesses the inputs and methods used in determining the fair value in order to determine the classification of securities in the fair value hierarchy. In certain cases where there is limited activity or less transparency around the inputs to valuation, securities are classified as Level 3. Level 3 liabilities consist of the contingent consideration liability. The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands): March 31, 2020 Level 1 Level 2 Level 3 Total Financial Assets: Money market funds $ 69,414 $ — $ — $ 69,414 U.S. government and agency securities — 20,047 — 20,047 Corporate debt securities — 43,114 — 43,114 Commercial paper — 57,824 — 57,824 Total $ 69,414 $ 120,985 $ — $ 190,399 Financial Liabilities: Contingent consideration related to acquisition $ — $ — $ 1,972 $ 1,972 Total $ — $ — $ 1,972 $ 1,972 December 31, 2019 Level 1 Level 2 Level 3 Total Financial Assets: Money market funds $ 39,994 $ — $ — $ 39,994 U.S. government and agency securities — 43,333 — 43,333 Corporate debt securities — 54,590 — 54,590 Commercial paper — 67,536 — 67,536 Total $ 39,994 $ 165,459 $ — $ 205,453 Financial Liabilities: Contingent consideration related to acquisition $ — $ — $ 1,051 $ 1,051 Total $ — $ — $ 1,051 $ 1,051 The acquisition-date fair value of the contingent consideration liability represents the future consideration that is contingent upon the achievement of specified development milestones for a product candidate. The fair value of the contingent consideration is based on the Company’s probability-weighted discounted cash flow assessment that considers probability and timing of future payments. The fair value measurement is based on significant Level 3 unobservable inputs such as the probability of achieving development milestones, anticipated timelines and discount rate, the values of which as of March 31, 2020 are shown in the table below. Changes in the fair value of the liability for contingent consideration will be recognized in the consolidated statement of operations until settlement. Unobservable Input Probability of attaining milestone 18.8 % Period of time to achieve milestone (in years) 7.8 Discount rate 10.0 % The Company did not have any financial assets and liabilities measured at fair value on a non-recurring basis as of March 31, 2020 and December 31, 2019. The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial liabilities (in thousands): Contingent Consideration Balance at December 31, 2019 $ 1,051 Net change in fair value upon remeasurement 944 Foreign currency impact on contingent consideration (23 ) Balance at March 31, 2020 $ 1,972 The following tables summarize the estimated value of the Company’s cash, cash equivalents and marketable securities and the gross unrealized holding gains and losses (in thousands): March 31, 2020 Amortized cost Unrealized gains Unrealized losses Estimated Fair Value Cash and cash equivalents: Cash $ 15,532 $ — $ — $ 15,532 Money market funds 69,414 — — 69,414 Commercial paper 8,389 — (4 ) 8,385 Corporate debt securities 1,050 — — 1,050 Total cash and cash equivalents $ 94,385 $ — $ (4 ) $ 94,381 Marketable securities: U.S. government and agency securities $ 20,009 $ 39 $ (1 ) $ 20,047 Corporate debt securities 42,115 10 (61 ) 42,064 Commercial paper 49,438 13 (12 ) 49,439 Total marketable securities $ 111,562 $ 62 $ (74 ) $ 111,550 December 31, 2019 Amortized cost Unrealized gains Unrealized losses Estimated Fair Value Cash and cash equivalents: Cash $ 8,149 $ — $ — $ 8,149 Money market funds 39,994 — — 39,994 Commercial paper 11,482 — (1 ) 11,481 Total cash and cash equivalents $ 59,625 $ — $ (1 ) $ 59,624 Marketable securities: U.S. government and agency securities $ 43,295 $ 40 $ (2 ) $ 43,333 Corporate debt securities 54,563 33 (6 ) 54,590 Commercial paper 56,055 7 (7 ) 56,055 Total marketable securities $ 153,913 $ 80 $ (15 ) $ 153,978 The amortized cost and estimated fair value of the Company’s available-for-sale marketable securities by contractual maturity are summarized below as of March 31, 2020 (in thousands): Amortized cost Unrealized gains Unrealized losses Estimated Fair Mature in one year or less $ 108,556 $ 57 $ (74 ) $ 108,539 Mature after one year through two years 3,006 5 — 3,011 Total available-for-sale marketable securities $ 111,562 $ 62 $ (74 ) $ 111,550 |
Balance Sheet Components
Balance Sheet Components | 3 Months Ended |
Mar. 31, 2020 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Components | 4. Balance Sheet Components Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): March 31, December 31, 2020 2019 Leasehold improvements $ 27,084 $ 27,288 Lab equipment 6,046 8,817 Computer and office equipment 2,005 2,334 Furniture 1,427 1,590 Construction in progress 206 190 Total property and equipment 36,768 40,219 Less: accumulated depreciation (14,276 ) (15,531 ) Property and equipment, net $ 22,492 $ 24,688 Depreciation expense was $1.0 million and $1.1 million for the three months ended March 31, 2020 and 2019, respectively. Accrued Expenses and Other Liabilities Accrued expenses and other liabilities consisted of the following (in thousands): March 31 December 31, 2020 2019 Compensation and related benefits $ 3,702 $ 3,677 Professional and consulting services 2,165 2,845 Value-added tax payable 2,016 5 Accrued research expense 816 890 Accrued property and equipment — 31 Other 1,417 733 Total accrued expenses and other liabilities $ 10,116 $ 8,181 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 5. Goodwill and Intangible Assets Goodwill The gross carrying amount of goodwill was as follows (in thousands): Balance at December 31, 2019 $ 8,167 Foreign currency translation adjustment (157 ) Balance at March 31, 2020 $ 8,010 The Company tests goodwill for impairment on an annual basis on November 1, or more frequently if an impairment indicator exists. To determine if an impairment has occurred, the Company performs a quantitative test in which the Company compares the fair value of its single reporting unit to its carrying value. If the carrying value of the reporting unit exceeds the fair value of the reporting unit, the Company records an impairment loss equal to that difference. As a result of the Company’s planned closure of its Aduro Biotech Europe headquarters, the Company performed a quantitative assessment of goodwill as of March 31, 2020, and concluded that there was no impairment of goodwill as the fair value of the Company’s reporting unit exceeded its carrying value. Intangible assets The gross carrying amounts and net book value of intangible assets were as follows (in thousands): March 31, 2020 Gross Amount Accumulated Amortization Net Book Value Intangible assets with finite lives: License agreement $ 10,878 $ 2,402 $ 8,476 Total intangible assets with finite lives 10,878 2,402 8,476 Acquired IPR&D assets 10,002 — 10,002 Total intangible assets $ 20,880 $ 2,402 $ 18,478 December 31, 2019 Gross Amount Impairment (1) Accumulated Amortization Net Book Value Intangible assets with finite lives: License agreement $ 11,091 $ — $ 2,311 $ 8,780 Total intangible assets with finite lives 11,091 — 2,311 8,780 Acquired IPR&D assets 15,297 5,099 — 10,198 Total intangible assets $ 26,388 $ 5,099 $ 2,311 $ 18,978 (1) The amount includes effects of foreign currency exchange rates. Intangible assets are carried at cost less accumulated amortization and impairment. Amortization is over a period of 20 years and the amortization expense is recorded in operating expenses. The Company tests its Acquired IPR&D intangible assets for impairment on an annual basis, or more frequently if an impairment indicator exists. In the first quarter of 2020, due to the Company’s decision to close its Aduro Biotech Europe headquarters, the Company assessed its Acquired IPR&D intangible assets for impairment. Based on the qualitative assessment performed, no impairment of Acquired IPR&D intangible assets was recorded as of March 31, 2020. Amortization expense was $0.1 million for each of the three months ended March 31, 2020 and 2019. Based on finite-lived intangible assets recorded as of March 31, 2020, the estimated future amortization expense for the next five years is as follows (in thousands): Year Ending December 31, Estimated Amortization Expense 2020 (remaining nine months) $ 408 2021 544 2022 544 2023 544 2024 544 2025 544 |
Collaboration Agreements
Collaboration Agreements | 3 Months Ended |
Mar. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Collaboration Agreements | 6. Collaboration Agreements Novartis Agreement I n March 2015, the Company entered into a collaboration and license agreement with Novartis Pharmaceuticals Corporation, or Novartis, pursuant to which the Company is collaborating worldwide with Novartis regarding the development and potential commercialization of product candidates containing an agonist of the molecular target known as STING in the field of oncology, including immuno-oncology and cancer vaccines. Under this agreement, or the Novartis Agreement, the Company granted Novartis a co-exclusive license to develop such products worldwide, an exclusive license to commercialize such products outside the United States and a non-exclusive license to support the Company in commercializing such products in the United States if it requests such support. The collaboration is guided by a joint steering committee with each party having final decision making authority regarding specified areas of development or commercialization. Under the Novartis Agreement, the Company received an upfront payment of $200.0 million in April 2015. During the second quarter of 2016, the Company earned a $35.0 million development milestone upon initiation of a Phase 1 trial for the first STING product candidate, ADU-S100, and recognized the payment as revenue in the period. The Company is also eligible to receive up to an additional $215.0 million in development milestones and up to an additional $250.0 million in regulatory approval milestones. The Company is responsible for 38% of the joint development costs worldwide and Novartis is responsible for the remaining 62% of the joint development costs worldwide; provided that either party may opt out of early stage clinical trials subject to an obligation to fund and participate in any pivotal trials and reimburse certain early development costs if development of the product progresses into pivotal trials. The Company will also receive 50% of gross profits on sales of any products commercialized pursuant to this collaboration in the United States and 45% of gross profits for specified European countries and Japan. For each of these profit share countries, each party will be responsible for its respective commercial sharing percentage of all joint commercialization costs incurred in that country. For all other countries where the Company is not sharing profits, Novartis will be responsible for all commercialization costs and will pay the Company a royalty in the mid-teens on all net sales of product sold by Novartis, its affiliates and sublicensees, with such percentage subject to reduction post patent and data exclusivity expiration and subject to reduction, capped at a specified percentage, for royalties payable to third party licensors. Novartis’ royalty obligation will run on a country-by-country basis until the later of expiration of the last valid claim covering the product, expiration of data exclusivity for the product or 12 years after first commercial sale of the product in such country. With respect to the United States, specified European countries and/or Japan, the Company may elect for such region to either reduce by 50% or to eliminate in full the Company’s development and commercialization cost sharing obligation. If the Company elects to reduce its cost sharing percentage by 50% in any such region, then its profit share in such region will also be reduced by 50%. If the Company elects to eliminate its development cost sharing obligation, then such region will be removed from the profit share, and instead Novartis will owe the Company royalties on any net sales of product for such region, as described above. For revenue recognition purposes, the Company determined that the duration of the contract begins on the effective date in March 2015 and ends upon receipt of regulatory approval, estimated to occur in 2028. The Company’s performance period commenced in May 2015. The transaction price consists of the $200.0 million upfront fee, a $35.0 million milestone payment received in the second quarter of 2016 upon commencement of a Phase 1 study, and $2.1 million in reimbursement of research and development costs through March 31, 2020. The Company determined that the remaining potential milestone payments are probable of significant reversal of cumulative revenue as their achievement is highly dependent on the successful completion of Phase 1 studies. Therefore, these payments are not included in the transaction price. Any consideration related to sales-based royalties and profit-sharing payments will be recognized when the related sales occur as they were determined to relate predominantly to the license granted to Novartis and have been excluded from the transaction price. The transaction price of $237.1 million is allocated to one combined performance obligation. The Company will re-evaluate the transaction price in each reporting period and as uncertain events are resolved or other changes in circumstances occur. The Company concluded that it will utilize a cost-based input method to measure its progress toward completion of its performance obligation and to calculate the corresponding amount of revenue to recognize each period. The Company believes this is the best measure of progress because other measures do not reflect how the Company transfers its performance obligation to Novartis. In applying the cost-based input method of revenue recognition, the Company uses actual clinical study enrollment figures as well as actual costs incurred relative to budgeted costs expected to be incurred for the combined performance obligation. These costs consist primarily of internal full-time equivalent effort and third-party contract costs relative to the level of patient enrollment in the study. Revenue will be recognized based on the level of costs incurred relative to the total budgeted costs for the performance obligations. A cost-based input method of revenue recognition requires management to make estimates of costs to complete the Company's performance obligation. In making such estimates, significant judgment is required to evaluate assumptions related to cost estimates. The cumulative effect of revisions to estimated costs to complete the Company's performance obligation will be recorded in the period in which changes are identified and amounts can be reasonably estimated. A significant change in these assumptions and estimates could have a material impact on the timing and amount of revenue recognized in future periods. Cost-sharing payments from Novartis are included in the transaction price and subject to the cost-based input method to determine the amount to be recognized in license and collaboration revenue in the Company’s consolidated statements of operations, while cost-sharing payments to Novartis are accounted for as research and development expenses in the Company’s consolidated statements of operations. If the Company recognizes revenue from the sale of any products commercialized pursuant to this collaboration in the United States, it will retain 50% of the gross profits from such sales, and will pay the remaining 50% of the gross profits to Novartis. The Company will receive from Novartis 45% of gross profits for specified European countries and Japan from the sale of any products commercialized pursuant to this collaboration in such countries. Profit sharing payments made to or received from Novartis will be aggregated by product by territory and reported as expenses or revenues, as applicable. In December 2019, the Company received notification that Novartis has removed ADU-S100 (MIW815), an intratumoral STING pathway activator product candidate, from Novartis’ portfolio based on clinical data generated to date. This decision was not the result of any safety concern. The collaboration and license agreement between Novartis and Aduro remains in effect, and both parties continue to jointly pursue STING pathway activation through systemic delivery as a therapeutic strategy. The removal of ADU-S100 from Novartis’ portfolio did not have an impact on the overall transaction price nor the revenue recognition methodology being utilized by the Company. The Company is funding the squamous cell carcinoma of the head and neck and non-muscle invasive bladder cancer studies evaluating ADU-S100 itself because Novartis has opted out of these trials. For the three months ended March 31, 2020 and 2019, the Company recognized revenue from its collaboration with Novartis totaling $1.8 million and $2.5 million, respectively. The remaining balance of the upfront fee of $167.2 million is included in deferred revenue at March 31, 2020. Lilly Agreement On December 18, 2018, the Company entered into a research collaboration and exclusive license agreement, or the Lilly Agreement, with Lilly for its cGAS-STING Pathway Inhibitor program for the research and development of novel immunotherapies for autoimmune and other inflammatory diseases. Pursuant to the Lilly Agreement, the Company granted an exclusive and worldwide license under certain intellectual property rights controlled by the Company to research, develop, manufacture and commercialize certain cGAS-STING products for the treatment of autoimmune and other inflammatory diseases. The license granted is sublicensable during a specified time period. Under the terms of the Lilly Agreement, the Company received an upfront payment of $12.0 million in the first quarter of 2019. The Company will also be eligible for development and commercial milestones of up to approximately $620.0 million per product. Lilly is also obligated to pay the Company tiered royalty payments at percentages in the single to low-double digits based on annual net sales of the licensed products. Lilly must pay such royalties on a product-by-product and country-by-country basis until the latest to occur of (i) the expiration of the last-to-expire valid claim of certain patents, (ii) the expiration of the data exclusivity period in such country or (iii) a specified anniversary of the first commercial sale of such product in such country. The Company will be reimbursed for up to a certain amount of research funding spent during the research term. In addition, the Company has the option to co-fund the clinical development of each product in exchange for an increase in royalty payments and a reduction in certain milestone payments to the extent relevant to such co-funded product. Lilly will be responsible for all costs of global commercialization. For revenue recognition purposes, the Company determined that the Company’s performance period commenced in January 2019 and ends upon completion of the research term, estimated to occur in 2021. The transaction price consists of the $12.0 million upfront fee and variable consideration related to reimbursement of research and development costs. The Company determined that the remaining potential milestone payments are probable of significant reversal of cumulative revenue as their achievement is highly dependent on the successful completion of research activities and advancement through clinical studies. Therefore, these potential milestone payments are not included in the transaction price. Any consideration related to sales-based royalties and profit-sharing payments will be recognized when the related sales occur as they were determined to relate predominantly to the license granted to Lilly and have been excluded from the transaction price. The transaction price is allocated to one combined performance obligation. The Company will re-evaluate the transaction price in each reporting period and as uncertain events are resolved or other changes in circumstances occur. The Company concluded that it will utilize a cost-based input method to measure its progress toward completion of its performance obligation and to calculate the corresponding amount of revenue to recognize each period. The Company believes this is the best measure of progress because other measures do not reflect how the Company transfers its performance obligation to Lilly. In applying the cost-based input method of revenue recognition, the Company uses actual costs incurred relative to budgeted costs expected to be incurred for the combined performance obligation. These costs consist primarily of internal full-time equivalent effort and third-party contract costs. Revenue will be recognized based on the level of costs incurred relative to the total budgeted costs for the performance obligation. A cost-based input method of revenue recognition requires management to make estimates of costs to complete the Company's performance obligation. In making such estimates, significant judgment is required to evaluate assumptions related to cost estimates. The cumulative effect of revisions to estimated costs to complete the Company's performance obligation will be recorded in the period in which changes are identified and amounts can be reasonably estimated. A significant change in these assumptions and estimates could have a material impact on the timing and amount of revenue recognized in future periods. For the three months ended March 31, 2020 and 2019, the Company recognized $2.2 million and $1.4 million in revenue from the Lilly Agreement. The Company recorded $3.8 million in deferred revenue at March 31, 2020. Merck License Agreement In connection with the acquisition of Aduro Biotech Europe in October 2015, the Company became party to an agreement with Merck Sharp & Dohme Corp., or Merck. The agreement sets forth the parties’ respective obligations for development, commercialization, regulatory and manufacturing and supply activities for antibody product candidates. The Company identified the following promises under the agreement: 1) the license, 2) the obligation to provide research activities and 3) the obligation to participate on a Joint Research Committee. The Company determined that the promises were not distinct which resulted in them being combined into one performance obligation. The Company completed its performance obligation under the agreement by the end of 2016. The Company received a milestone payment of $2.0 million in 2017 for the initiation of a Good Laboratory Practice, or GLP, toxicology study and $3.0 million in the first quarter of 2018 for the initiation of a Phase 1 trial for the anti-CD27 antibody and $10.0 million in the first quarter of 2020 for the initiation of a Phase II trial for the anti-CD27 antibody. The payments were recognized in revenue when received as the Company had no remaining performance obligation. The Company is eligible to receive future contingent payments, including up to $297.0 million in potential development milestone payments, and up to $135.0 million in commercial and net sales milestones for a product candidate. In addition, the Company is eligible to receive royalties in the mid-single digits to low teens based on net sales of the product. Future milestone payments and royalties will be recognized when earned as the Company has no remaining performance obligations under this agreement. For the three months ended March 31, 2020, the Company recognized revenue from its collaboration with Merck totaling $10.0 million. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 7. Commitments and Contingencies Leases The Company leases one facility in Berkeley, California under an operating lease that has a remaining lease term of approximately 10 years. The Company also leases one facility in Oss, the Netherlands, under an operating lease that expires in December 2020. Both leases contain an option to extend for an additional term, however, the Company is not reasonably certain to exercise the option for the Berkeley lease and the Company will not be exercising the option for the Oss lease due to the planned closure of the facility. Refer to footnote 10 “Restructuring and Related Expense” for additional information. The Company is subleasing approximately 26,552 square feet in its Berkeley facility under subleases that expire on or prior to December 31, 2020. Sublease income was $0.4 million for each of the three months ended March 31, 2020 and 2019. During 2016, the Company established a letter of credit with Bank of America Merrill Lynch as security for the Berkeley lease in the amount of $0.5 million. The letter of credit is collateralized by a certificate of deposit for $0.5 million which has been included in restricted cash in the consolidated balance sheet as of March 31, 2020. The maturity of the Company’s operating lease liabilities as of March 31, 2020 is as follows (in thousands): Undiscounted Lease Payments Amounts 2020 (remaining nine months) $ 4,260 2021 5,332 2022 5,460 2023 5,569 2024 5,681 Thereafter 30,155 Total undiscounted lease payments 56,457 Present value adjustment 23,434 Total net lease liability $ 33,023 Net lease liability - current $ 1,765 Net lease liability - non-current 31,258 Total net lease liability $ 33,023 Straight-line rent expense recognized for operating leases was $ 1.4 million and $ million for the three months ended March 31, 2020 and 201 9 , respectively . Variable lease payments , including non-lease components such as common area maintenance fees, recognized as rent expense for operating leases were $ million for each of the three month s ended March 31, 2020 and 201 9 . The Company does not have any finance leases. The following information represents supplemental disclosure for the condensed consolidated statement of cash flows related to operating leases (in thousands): Three months ended March 31, 2020 2019 Cash flows from operating activities Cash paid for amounts included in the measurement of lease liabilities $ 1,390 $ 1,356 The following summarizes additional information related to operating leases: March 31, 2020 March 31, 2019 Weighted-average remaining lease terms (in years) Operating leases 9.7 10.6 Weighted-average discount rate Operating leases 12% 12% Indemnification In the ordinary course of business, the Company enters into agreements that may include indemnification provisions. Pursuant to such agreements, the Company may indemnify, hold harmless and defend an indemnified party for losses suffered or incurred by the indemnified party. Some of the provisions will limit losses to those arising from third party actions. In some cases, the indemnification will continue after the termination of the agreement. The maximum potential amount of future payments the Company could be required to make under these provisions is not determinable. The Company has never incurred material costs to defend lawsuits or settle claims related to these indemnification provisions. The Company has also entered into indemnification agreements with its directors and officers that may require the Company to indemnify its directors and officers against liabilities that may arise by reason of their status or service as directors or officers to the fullest extent permitted by Delaware corporate law. The Company currently has directors’ and officers’ insurance. Legal The Company is not party to any material legal proceedings at this time. From time to time, the Company may become involved in various legal proceedings that arise in the ordinary course of its business. Other Commitments The Company has various manufacturing, clinical, research and other contracts with vendors in the conduct of the normal course of its business. All contracts are terminable, with varying provisions regarding termination. If a contract with a specific vendor were to be terminated, the Company would only be obligated for the products or services that the Company had received at the time the termination became effective as well as non-cancelable and non-refundable obligations, including payment obligations for costs or expenses incurred by the vendor for products or services before the termination became effective. In the case of terminating a clinical trial agreement at a particular site, the Company would also be obligated to provide continued support for appropriate medical procedures at that site until completion or termination. |
Common Stock
Common Stock | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Common Stock | 8. Common Stock The Company had reserved shares of common stock for future issuance as follows: March 31, 2020 Options issued and outstanding 12,243,983 Shares available for future stock option grants 10,011,759 Restricted stock units 709,027 Common stock warrants 47,762 Total 23,012,531 At-the-Market Sales Agreement In August 2017, the Company entered into an “at-the-market” sales agreement, as amended in February 2019, or the 2017 Sales Agreement, with Cowen, through which the Company may offer and sell shares of its common stock having an aggregate offering of up to $100.0 million through Cowen, as the Company’s sales agent. The Company will pay Cowen a commission of up to 3% of the gross proceeds of sales made through the arrangement. There were no sales of shares of common stock pursuant to the 2017 Sales Agreement during the year ended December 31, 2019 or the three months ended March 31, 2020. As of March 31, 2020, the Company had an aggregate of $81.5 million remaining for future sales under the 2017 Sales Agreement, subject to the continued effectiveness of its shelf registration statement on Form S-3 (Registration No. 333-219639) or an effective replacement shelf registration statement. |
Equity Incentive Plans
Equity Incentive Plans | 3 Months Ended |
Mar. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Equity Incentive Plans | 9. Equity Incentive Plans 2015 Plan In March 2015, the Company’s board of directors adopted and in April 2015 the Company’s stockholders approved the 2015 Equity Incentive Plan, or the 2015 Plan, which became effective upon the initial public offering of the Company’s common stock, or IPO, and provides for the granting of incentive stock options, nonstatutory stock options and other forms of stock awards to its employees, directors and consultants. The Company’s 2009 Stock Incentive Plan, or the 2009 Plan, terminated on the date the 2015 Plan was adopted. Options granted or shares issued under the 2009 Plan that were outstanding on the date the 2015 Plan became effective will remain subject to the terms of the 2009 Plan. The 2015 Plan is administered by the board of directors or a committee appointed by the board of directors, which determines the types of awards to be granted, including the number of shares subject to the awards, the exercise price and the vesting schedule. The exercise price of incentive stock options and nonqualified stock options will be no less than 100% of the fair value per share of the Company’s common stock on the date of grant. If an individual owns capital stock representing more than 10% of the voting shares, the price of each share will be at least 110% of the fair value on the date of grant. Options expire after 10 years (five years for stockholders owning greater than 10% of the voting stock). The number of shares of common stock initially reserved for issuance under the 2015 Plan was 6,134,292 shares with an automatic annual increase to the shares issuable under the 2015 Plan to the lower of (i) 4% of the total number of shares of common stock outstanding on December 31 of the preceding calendar year, or (ii) a lower number determined by the board of directors. On January 1, 2020, the shares issuable under the 2015 Plan increased by 3,229,427. The Company had 10,011,759 shares available for future grant under the 2015 Plan as of March 31, 2020. 2009 Plan The Company’s 2009 Stock Incentive Plan, or the 2009 Plan, terminated on the date the 2015 Plan was adopted. Options granted or shares issued under the 2009 Plan that were outstanding on the date the 2015 Plan became effective will remain subject to the terms of the 2009 Plan. Prior to the 2009 Plan termination, the number of options available for grant was increased by 360,000 shares. At March 31, 2020, 2,694,764 options under the 2009 Plan remained outstanding. Stock Options The following table summarizes stock option activity for the three months ended March 31, 2020: Options Outstanding Shares Available for Grant Number of Shares Underlying Options Weighted- Average Exercise Price Aggregate Intrinsic Value (In thousands) Balance—December 31, 2019 8,751,436 10,297,444 $ 5.49 $ 680 Authorized 3,229,427 — RSUs forfeited 76,991 — Granted (2,866,000 ) 2,866,000 3.16 Exercised — (88,480 ) 0.90 Canceled 819,905 (1) (830,981 ) 4.81 Balance—March 31, 2020 10,011,759 12,243,983 $ 5.03 $ 5,420 Options exercisable—March 31, 2020 5,942,462 $ 6.44 $ 4,515 Options vested and expected to vest—March 31, 2020 10,777,743 $ 5.24 $ 5,189 (1) The aggregate intrinsic value represents the difference between the exercise price of the options and the closing price of the Company’s common stock. The aggregate intrinsic value of options exercised during the three months ended March 31, 2020 was $0.1 million. As of March 31, 2020, the total unrecognized compensation expense related to unvested options, net of estimated forfeitures, was $11.3 million, which the Company expects to recognize over an estimated weighted-average period of 3.2 years. Restricted Stock Units (RSUs) In September 2016, the Company’s board of directors authorized the issuance of restricted stock units, or RSUs, under the 2015 Plan and adopted a form of restricted stock unit grant notice and restricted stock unit award agreement, which is intended to serve as a standard form agreement for RSU grants issued to employees, executive officers, directors and consultants. The following table summarizes RSU activity for the three months ended March 31, 2020: RSUs Outstanding Number of Restricted Units Weighted- Average Grant Date Fair Share Balance—December 31, 2019 798,943 $ 7.40 Vested (12,925 ) 11.15 Forfeited (76,991 ) 8.34 Balance—March 31, 2020 709,027 $ 7.23 The fair value of RSUs is determined on the date of grant based on the market price of the Company’s common stock on that date. As of March 31, 2020, there was $3.1 million of unrecognized stock-based compensation expense, net of estimated forfeitures, related to RSUs which is expected to be recognized over a weighted-average period of 1.6 years. 2015 Employee Stock Purchase Plan In March 2015, the Company’s board of directors adopted and in April 2015 the Company’s stockholders approved the 2015 Employee Stock Purchase Plan, or 2015 ESPP, which became effective upon the IPO. The 2015 ESPP is intended to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code, or the Code, and is administered by the Company’s board of directors and the compensation committee of the board of directors. The number of shares of common stock initially reserved for issuance under the 2015 ESPP was 720,000 shares with an automatic annual increase to the shares issuable under the 2015 ESPP equal to the lower of (i) 1% of the total number of shares of common stock outstanding on December 31 of the preceding calendar year, or (ii) a lower number determined by the board of directors. There was no annual increase of shares issuable under the 2015 ESPP on January 1, 2019. The Company had 1,570,337 shares available for future issuance under the 2015 ESPP as of March 31, 2020. The following table summarizes the assumptions used in the Black-Scholes option-pricing model to determine fair value of the Company’s common shares to be issued under the 2015 ESPP: Three Months Ended March 31, 2020 2019 Expected term (in years) 0.5 0.5 Volatility 47.6% 62.5% Risk-free interest rate 1.59% 2.37% Dividend yield —% —% Stock-based Compensation Expense Total stock-based compensation expense recognized for employees and non-employees was as follows (in thousands): Three Months Ended March 31, 2020 2019 Research and development $ 863 $ 2,033 General and administrative 1,172 1,670 Total stock-based compensation expense $ 2,035 $ 3,703 In determining the fair value of the stock-based awards, the Company uses the Black-Scholes option-pricing model and assumptions discussed below. Each of these inputs is subjective and generally requires significant judgment. Fair Value of Common Stock — Since the Company’s IPO, the Company has used the market closing price of its common stock as reported on the Nasdaq Global Select Market. Expected Term —The Company’s expected term represents the period that the Company’s stock-based awards are expected to be outstanding and is determined using the simplified method (based on the mid-point between the vesting date and the end of the contractual term for employee options). The Company uses the contractual term to determine the non-employee award fair value at the grant date. Expected Volatility —The Company’s expected volatility is based on the historical volatility of the Company’s common stock price since its IPO in 2015. Risk-Free Interest Rate —The risk-free interest rate is based on the U.S. Treasury zero coupon issues in effect at the time of grant for periods corresponding with the expected term of option. Expected Dividend —The Company has never paid dividends on its common stock and has no plans to pay dividends on its common stock. Therefore, the Company used an expected dividend yield of zero. The fair value of stock option awards granted was estimated at the date of grant using a Black-Scholes option-pricing model with the following assumptions: Three Months Ended March 31, 2020 2019 Expected term (in years) 6.2 5.9 - 9.5 Volatility 75.0 - 77.5% 70.7 - 70.9% Risk-free interest rate 0.68 - 1.34% 2.47 - 2.61% Dividend yield —% —% |
Restructuring and Related Expen
Restructuring and Related Expense | 3 Months Ended |
Mar. 31, 2020 | |
Restructuring And Related Activities [Abstract] | |
Restructuring and Related Expense | 10. Restructuring and Related Expense In January 2020, the Company’s Board of Directors approved a restructuring to further extend the Company’s operating capital and align personnel towards executing the clinical development strategy. As of March 31, 2020, the Company reduced its workforce by 19 employees (approximately 20% of total employees) and intends to reduce its workforce by an additional 32 employees in the remainder part of the year under the restructuring plan. Additionally, the Company intends to close its Aduro Biotech Europe, or ABE, headquarters in Oss, the Netherlands. The Company estimates that it will incur aggregate charges of approximately $6.4 million, including $2.1 million in one-time severance and employee termination related costs, approximately $4.0 million in one-time retention costs and relocation costs of approximately $0.3 million. During the three months ended March 31, 2020, the Company accrued approximately $3.1 million of restructuring compensation and paid approximately $0.9 million of restructuring compensation. As of March 31, 2020, the Company has a remaining restructuring compensation reserve balance of approximately $2.2 million. The restructuring is expected to be substantially complete by the end of the third quarter of 2020. The restructuring plan includes the planned closure of the ABE leased facility by June 30, 2020. As a result, the Company fully impaired ABE’s property and equipment, consisting of lab equipment, computer and office equipment, furniture, and leasehold improvements, during the three months ended March 31, 2020. Additionally, the Company accelerated the amortization of the ROU asset associated with the leased facility so that the ROU asset will be fully amortized by June 30, 2020 rather than December 31, 2020, the expiration of the Oss lease. For the three months ended March 31, 2020, the Company recorded an additional ROU asset amortization expense of $0.1 million. Restructuring and related expense consist of the following (in thousands): Three months ended March 31, 2020 Restructuring compensation $ 3,106 Impairment of property and equipment 1,202 Total restructuring and related expense $ 4,308 For the three months ended March 31, 2019 in the Statement of Operations, the Company reclassified $3.0 million of restructuring and related expense associated with the January 2019 strategic reset from Research and development and General and administrative to Restructuring and related expense to be consistent with the presentation of the March 31, 2020 condensed consolidated financial statements. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was enacted in response to the COVID-19 global pandemic. The CARES Act, among other things, permits certain net operating losses (NOLs) to be carried back for the preceding five taxable years to offset 100% of taxable income. Income tax benefit for the three months ended March 31, 2020 and 2019 was approximately $5.7 million and $35,000, respectively. The income tax benefit recorded for the three months ended on March 31, 2020 was primarily related to the tax refund due to the NOL carryback available under the CARES Act. The income tax benefit for the three months ended on March 31, 2019 was primarily related to the foreign deferred tax benefit from the amortization of intangibles. The Company’s policy is to recognize interest and penalties related to unrecognized tax benefits in income tax expense. The Company files income tax returns in the United States and Netherlands. The federal and state income tax returns are open under the statute of limitations subject to tax examinations for the tax years ended December 31, 2016 through December 31, 2018. To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the IRS or state tax authorities to the extent utilized in a future period. For the Netherlands, the tax administration can impose an additional assessment within five years from the year in which the tax debt originated. |
Net Loss Per Common Share
Net Loss Per Common Share | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Net Loss Per Common Share | 12. Net Loss per Common Share Since the Company was in a loss position for all periods presented, diluted net loss per common share is the same as basic net loss per common share for all periods presented as the inclusion of all potential common shares outstanding would have been anti-dilutive. Potentially dilutive securities that were not included in the diluted per common share calculations because they would be anti-dilutive were as follows: Three Months Ended March 31, 2020 2019 Options to purchase common stock 12,243,983 11,790,706 Restricted stock units 709,027 1,361,902 Common stock warrants 47,762 61,861 Total 13,000,772 13,214,469 |
Basis of Presentation, Use of_2
Basis of Presentation, Use of Estimates and Recent Accounting Pronouncements (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or U.S. GAAP, and follow the requirements of the Securities and Exchange Commission, or the SEC, for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP have been condensed or omitted, and accordingly the unaudited condensed consolidated financial statements do not include all of the information and notes required by U.S. GAAP for complete financial statements. These financial statements have been prepared on the same basis as the Company’s annual financial statements and, in the opinion of management, reflect all adjustments (consisting only of normal recurring adjustments) that are necessary for a fair presentation of the Company’s financial information. The results of operations for the three months ended March 31, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020 or for any other interim period or for any other future year. The accompanying condensed consolidated financial statements and related financial information should be read in conjunction with the audited consolidated financial statements and the related notes thereto for the year ended December 31, 2019 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on March 9, 2020. The condensed consolidated financial statements include the accounts of Aduro Biotech, Inc. and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities and reported amounts of revenue and expenses in the financial statements and accompanying notes. On an ongoing basis, management evaluates its estimates, including those related to revenue recognition, clinical trial accruals, contingent consideration, income taxes, right-of-use assets, lease obligations, stock-based compensation, and valuation of intangibles and goodwill. Management bases its estimates on historical experience and on various other market-specific and relevant assumptions that management believes to be reasonable under the circumstances. Actual results could differ from these estimates. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board, or FASB, issued Accounting Standard Update, or ASU, No. 2016-13 – Financial Instruments—Credit Losses (Topic 326). The standard changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. Financial assets measured at amortized cost will be presented at the net amount expected to be collected by using an allowance for credit losses. In April 2019, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments – Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, which clarifies and corrects certain unintended applications of the guidance contained in each of the amended Topics. Additionally, in May 2019, the FASB issued ASU No. 2019-05, Financial Instruments – Credit Losses (Topic 326), which provides an option to irrevocably elect to measure certain individual financial assets at fair value instead of amortized cost. In November 2019, the FASB issued ASU No. 2019-10, Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842), which defers the effective date for ASU No. 2016-13 for smaller reporting companies to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted for all periods beginning after December 15, 2018. The Company does not plan to early adopt and is currently in the process of evaluating the impact the standard will have on its consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12 – Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12). The standard update simplifies the accounting for income taxes by removing certain exceptions to the general principles in ASC 740 and also improves consistent application by clarifying and amending existing guidance. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is permitted. The Company has evaluated the impact of this guidance and has concluded that adoption of the standard will not have a material impact on its consolidated financial statements. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In August 2018, the FASB issued ASU No. 2018-13 – Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. The standard eliminates certain disclosure requirements for fair value measurements for all entities, requires public entities to disclose certain new information, and modifies some disclosure requirements. The new standard is effective for fiscal years and interim periods beginning after December 15, 2019. The Company adopted the new standard on January 1, 2020. As the result of the adoption the Company is no longer required to disclose (1) the amount of and the reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, (2) the policy for timing of transfers between levels, and (3) the valuation process for Level 3 fair value measurements. Additionally, the Company is required to disclose (1) the changes in unrealized gains and losses for the period included in other comprehensive income (loss) for recurring Level 3 fair value measurements held at the end of the reporting period and (2) the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. Refer to Note 3 “Fair Value Measurements” for the newly required disclosures resulting from the adoption of this standard. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands): March 31, 2020 Level 1 Level 2 Level 3 Total Financial Assets: Money market funds $ 69,414 $ — $ — $ 69,414 U.S. government and agency securities — 20,047 — 20,047 Corporate debt securities — 43,114 — 43,114 Commercial paper — 57,824 — 57,824 Total $ 69,414 $ 120,985 $ — $ 190,399 Financial Liabilities: Contingent consideration related to acquisition $ — $ — $ 1,972 $ 1,972 Total $ — $ — $ 1,972 $ 1,972 December 31, 2019 Level 1 Level 2 Level 3 Total Financial Assets: Money market funds $ 39,994 $ — $ — $ 39,994 U.S. government and agency securities — 43,333 — 43,333 Corporate debt securities — 54,590 — 54,590 Commercial paper — 67,536 — 67,536 Total $ 39,994 $ 165,459 $ — $ 205,453 Financial Liabilities: Contingent consideration related to acquisition $ — $ — $ 1,051 $ 1,051 Total $ — $ — $ 1,051 $ 1,051 |
Schedule of Changes in Fair Value of Liability for Contingent Consideration | Changes in the fair value of the liability for contingent consideration will be recognized in the consolidated statement of operations until settlement. Unobservable Input Probability of attaining milestone 18.8 % Period of time to achieve milestone (in years) 7.8 Discount rate 10.0 % |
Summary of Changes in Fair Value of Level 3 Financial Liabilities | The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial liabilities (in thousands): Contingent Consideration Balance at December 31, 2019 $ 1,051 Net change in fair value upon remeasurement 944 Foreign currency impact on contingent consideration (23 ) Balance at March 31, 2020 $ 1,972 |
Summary of Estimated Value of Cash, Cash Equivalents and Marketable Securities and Gross Unrealized Holding Gains and Losses | The following tables summarize the estimated value of the Company’s cash, cash equivalents and marketable securities and the gross unrealized holding gains and losses (in thousands): March 31, 2020 Amortized cost Unrealized gains Unrealized losses Estimated Fair Value Cash and cash equivalents: Cash $ 15,532 $ — $ — $ 15,532 Money market funds 69,414 — — 69,414 Commercial paper 8,389 — (4 ) 8,385 Corporate debt securities 1,050 — — 1,050 Total cash and cash equivalents $ 94,385 $ — $ (4 ) $ 94,381 Marketable securities: U.S. government and agency securities $ 20,009 $ 39 $ (1 ) $ 20,047 Corporate debt securities 42,115 10 (61 ) 42,064 Commercial paper 49,438 13 (12 ) 49,439 Total marketable securities $ 111,562 $ 62 $ (74 ) $ 111,550 December 31, 2019 Amortized cost Unrealized gains Unrealized losses Estimated Fair Value Cash and cash equivalents: Cash $ 8,149 $ — $ — $ 8,149 Money market funds 39,994 — — 39,994 Commercial paper 11,482 — (1 ) 11,481 Total cash and cash equivalents $ 59,625 $ — $ (1 ) $ 59,624 Marketable securities: U.S. government and agency securities $ 43,295 $ 40 $ (2 ) $ 43,333 Corporate debt securities 54,563 33 (6 ) 54,590 Commercial paper 56,055 7 (7 ) 56,055 Total marketable securities $ 153,913 $ 80 $ (15 ) $ 153,978 |
Summary of Amortized Cost and Estimated Fair Value of Available-for-Sale Marketable Securities by Contractual Maturity | The amortized cost and estimated fair value of the Company’s available-for-sale marketable securities by contractual maturity are summarized below as of March 31, 2020 (in thousands): Amortized cost Unrealized gains Unrealized losses Estimated Fair Mature in one year or less $ 108,556 $ 57 $ (74 ) $ 108,539 Mature after one year through two years 3,006 5 — 3,011 Total available-for-sale marketable securities $ 111,562 $ 62 $ (74 ) $ 111,550 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Balance Sheet Related Disclosures [Abstract] | |
Summary of Property and Equipment, Net | Property and equipment, net consisted of the following (in thousands): March 31, December 31, 2020 2019 Leasehold improvements $ 27,084 $ 27,288 Lab equipment 6,046 8,817 Computer and office equipment 2,005 2,334 Furniture 1,427 1,590 Construction in progress 206 190 Total property and equipment 36,768 40,219 Less: accumulated depreciation (14,276 ) (15,531 ) Property and equipment, net $ 22,492 $ 24,688 |
Accrued Expenses and Other Liabilities | Accrued expenses and other liabilities consisted of the following (in thousands): March 31 December 31, 2020 2019 Compensation and related benefits $ 3,702 $ 3,677 Professional and consulting services 2,165 2,845 Value-added tax payable 2,016 5 Accrued research expense 816 890 Accrued property and equipment — 31 Other 1,417 733 Total accrued expenses and other liabilities $ 10,116 $ 8,181 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The gross carrying amount of goodwill was as follows (in thousands): Balance at December 31, 2019 $ 8,167 Foreign currency translation adjustment (157 ) Balance at March 31, 2020 $ 8,010 |
Schedule of Intangible Assets | The gross carrying amounts and net book value of intangible assets were as follows (in thousands): March 31, 2020 Gross Amount Accumulated Amortization Net Book Value Intangible assets with finite lives: License agreement $ 10,878 $ 2,402 $ 8,476 Total intangible assets with finite lives 10,878 2,402 8,476 Acquired IPR&D assets 10,002 — 10,002 Total intangible assets $ 20,880 $ 2,402 $ 18,478 December 31, 2019 Gross Amount Impairment (1) Accumulated Amortization Net Book Value Intangible assets with finite lives: License agreement $ 11,091 $ — $ 2,311 $ 8,780 Total intangible assets with finite lives 11,091 — 2,311 8,780 Acquired IPR&D assets 15,297 5,099 — 10,198 Total intangible assets $ 26,388 $ 5,099 $ 2,311 $ 18,978 (1) The amount includes effects of foreign currency exchange rates. |
Schedule of Finite-Lived Intangible Assets Estimated Future Amortization Expense | Based on finite-lived intangible assets recorded as of March 31, 2020, the estimated future amortization expense for the next five years is as follows (in thousands): Year Ending December 31, Estimated Amortization Expense 2020 (remaining nine months) $ 408 2021 544 2022 544 2023 544 2024 544 2025 544 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Maturity of Operating Lease Liabilities | The maturity of the Company’s operating lease liabilities as of March 31, 2020 is as follows (in thousands): Undiscounted Lease Payments Amounts 2020 (remaining nine months) $ 4,260 2021 5,332 2022 5,460 2023 5,569 2024 5,681 Thereafter 30,155 Total undiscounted lease payments 56,457 Present value adjustment 23,434 Total net lease liability $ 33,023 Net lease liability - current $ 1,765 Net lease liability - non-current 31,258 Total net lease liability $ 33,023 |
Schedule of Supplemental Disclosure Cash Flow Related to Operating Leases | The following information represents supplemental disclosure for the condensed consolidated statement of cash flows related to operating leases (in thousands): Three months ended March 31, 2020 2019 Cash flows from operating activities Cash paid for amounts included in the measurement of lease liabilities $ 1,390 $ 1,356 |
Schedule of Additional Information Related to Operating Leases | The following summarizes additional information related to operating leases: March 31, 2020 March 31, 2019 Weighted-average remaining lease terms (in years) Operating leases 9.7 10.6 Weighted-average discount rate Operating leases 12% 12% |
Common Stock (Tables)
Common Stock (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Schedule of Common Share Reserved for Future Issuance | The Company had reserved shares of common stock for future issuance as follows: March 31, 2020 Options issued and outstanding 12,243,983 Shares available for future stock option grants 10,011,759 Restricted stock units 709,027 Common stock warrants 47,762 Total 23,012,531 |
Equity Incentive Plans (Tables)
Equity Incentive Plans (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Summary of Stock Option Plan Activity | Stock Options The following table summarizes stock option activity for the three months ended March 31, 2020: Options Outstanding Shares Available for Grant Number of Shares Underlying Options Weighted- Average Exercise Price Aggregate Intrinsic Value (In thousands) Balance—December 31, 2019 8,751,436 10,297,444 $ 5.49 $ 680 Authorized 3,229,427 — RSUs forfeited 76,991 — Granted (2,866,000 ) 2,866,000 3.16 Exercised — (88,480 ) 0.90 Canceled 819,905 (1) (830,981 ) 4.81 Balance—March 31, 2020 10,011,759 12,243,983 $ 5.03 $ 5,420 Options exercisable—March 31, 2020 5,942,462 $ 6.44 $ 4,515 Options vested and expected to vest—March 31, 2020 10,777,743 $ 5.24 $ 5,189 (1) |
Summary of Restricted Stock Unit or RSU Activity | The following table summarizes RSU activity for the three months ended March 31, 2020: RSUs Outstanding Number of Restricted Units Weighted- Average Grant Date Fair Share Balance—December 31, 2019 798,943 $ 7.40 Vested (12,925 ) 11.15 Forfeited (76,991 ) 8.34 Balance—March 31, 2020 709,027 $ 7.23 |
Summary of Stock-Based Compensation Expense Recognized for Employees and Non-Employees | Total stock-based compensation expense recognized for employees and non-employees was as follows (in thousands): Three Months Ended March 31, 2020 2019 Research and development $ 863 $ 2,033 General and administrative 1,172 1,670 Total stock-based compensation expense $ 2,035 $ 3,703 |
Schedule of Black-Scholes Option-Pricing Model | The fair value of stock option awards granted was estimated at the date of grant using a Black-Scholes option-pricing model with the following assumptions: Three Months Ended March 31, 2020 2019 Expected term (in years) 6.2 5.9 - 9.5 Volatility 75.0 - 77.5% 70.7 - 70.9% Risk-free interest rate 0.68 - 1.34% 2.47 - 2.61% Dividend yield —% —% |
2015 ESPP | |
Schedule of Black-Scholes Option-Pricing Model | The following table summarizes the assumptions used in the Black-Scholes option-pricing model to determine fair value of the Company’s common shares to be issued under the 2015 ESPP: Three Months Ended March 31, 2020 2019 Expected term (in years) 0.5 0.5 Volatility 47.6% 62.5% Risk-free interest rate 1.59% 2.37% Dividend yield —% —% |
Restructuring and Related Exp_2
Restructuring and Related Expense (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Restructuring And Related Activities [Abstract] | |
Schedule of Restructuring Expenses | Restructuring and related expense consist of the following (in thousands): Three months ended March 31, 2020 Restructuring compensation $ 3,106 Impairment of property and equipment 1,202 Total restructuring and related expense $ 4,308 |
Net Loss per Common Share (Tabl
Net Loss per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Potentially Dilutive Securities not Included in Calculation of Diluted Per Common Share | Potentially dilutive securities that were not included in the diluted per common share calculations because they would be anti-dilutive were as follows: Three Months Ended March 31, 2020 2019 Options to purchase common stock 12,243,983 11,790,706 Restricted stock units 709,027 1,361,902 Common stock warrants 47,762 61,861 Total 13,000,772 13,214,469 |
Organization and Nature of Bu_2
Organization and Nature of Business - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2020Segment | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Number of business segments | 1 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Financial Assets: | ||
Financial Assets, fair value | $ 190,399 | $ 205,453 |
Financial Liabilities: | ||
Financial Liabilities, fair value | 1,972 | 1,051 |
Contingent Consideration Related To Acquisition | ||
Financial Liabilities: | ||
Financial Liabilities, fair value | 1,972 | 1,051 |
Money Market Funds | ||
Financial Assets: | ||
Financial Assets, fair value | 69,414 | 39,994 |
U.S. Government and Agency Securities | ||
Financial Assets: | ||
Financial Assets, fair value | 20,047 | 43,333 |
Corporate Debt Securities | ||
Financial Assets: | ||
Financial Assets, fair value | 43,114 | 54,590 |
Commercial Paper | ||
Financial Assets: | ||
Financial Assets, fair value | 57,824 | 67,536 |
Level 1 | ||
Financial Assets: | ||
Financial Assets, fair value | 69,414 | 39,994 |
Level 1 | Money Market Funds | ||
Financial Assets: | ||
Financial Assets, fair value | 69,414 | 39,994 |
Level 2 | ||
Financial Assets: | ||
Financial Assets, fair value | 120,985 | 165,459 |
Level 2 | U.S. Government and Agency Securities | ||
Financial Assets: | ||
Financial Assets, fair value | 20,047 | 43,333 |
Level 2 | Corporate Debt Securities | ||
Financial Assets: | ||
Financial Assets, fair value | 43,114 | 54,590 |
Level 2 | Commercial Paper | ||
Financial Assets: | ||
Financial Assets, fair value | 57,824 | 67,536 |
Level 3 | ||
Financial Liabilities: | ||
Financial Liabilities, fair value | 1,972 | 1,051 |
Level 3 | Contingent Consideration Related To Acquisition | ||
Financial Liabilities: | ||
Financial Liabilities, fair value | $ 1,972 | $ 1,051 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Changes in Fair Value of Liability for Contingent Consideration (Details) | 3 Months Ended |
Mar. 31, 2020 | |
Probability of Attaining Milestone | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Contingent consideration liability, measurement input | 0.188 |
Period of Time to Achieve Milestone | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Period of time to achieve milestone (in years) | 7 years 9 months 18 days |
Discount Rate | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Contingent consideration liability, measurement input | 0.100 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - Fair Value, Measurements, Nonrecurring - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Financial assets measured at fair value on a nonrecurring basis | $ 0 | $ 0 |
Financial liabilities measured at fair value on a nonrecurring basis | $ 0 | $ 0 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Changes in Fair Value of Level 3 Financial Liabilities (Details) - Contingent Consideration $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Beginning balance | $ 1,051 |
Net change in fair value upon remeasurement | 944 |
Foreign currency impact on contingent consideration | (23) |
Ending balance | $ 1,972 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Estimated Value of Cash, Cash Equivalents and Marketable Securities and Gross Unrealized Holding Gains and Losses (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, Amortized cost | $ 94,385 | $ 59,625 |
Cash and cash equivalents, Unrealized losses | (4) | (1) |
Cash and cash equivalents, Estimated Fair Value | 94,381 | 59,624 |
Marketable securities, Amortized cost | 111,562 | 153,913 |
Marketable securities, Unrealized gains | 62 | 80 |
Marketable securities, Unrealized losses | (74) | (15) |
Marketable securities, Estimated Fair Value | 111,550 | 153,978 |
Cash | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, Amortized cost | 15,532 | 8,149 |
Cash and cash equivalents, Estimated Fair Value | 15,532 | 8,149 |
Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, Amortized cost | 69,414 | 39,994 |
Cash and cash equivalents, Estimated Fair Value | 69,414 | 39,994 |
Commercial Paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, Amortized cost | 8,389 | 11,482 |
Cash and cash equivalents, Unrealized losses | (4) | (1) |
Cash and cash equivalents, Estimated Fair Value | 8,385 | 11,481 |
Corporate Debt Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, Amortized cost | 1,050 | |
Cash and cash equivalents, Estimated Fair Value | 1,050 | |
Marketable securities, Amortized cost | 42,115 | 54,563 |
Marketable securities, Unrealized gains | 10 | 33 |
Marketable securities, Unrealized losses | (61) | (6) |
Marketable securities, Estimated Fair Value | 42,064 | 54,590 |
U.S. Government and Agency Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable securities, Amortized cost | 20,009 | 43,295 |
Marketable securities, Unrealized gains | 39 | 40 |
Marketable securities, Unrealized losses | (1) | (2) |
Marketable securities, Estimated Fair Value | 20,047 | 43,333 |
Commercial paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable securities, Amortized cost | 49,438 | 56,055 |
Marketable securities, Unrealized gains | 13 | 7 |
Marketable securities, Unrealized losses | (12) | (7) |
Marketable securities, Estimated Fair Value | $ 49,439 | $ 56,055 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Amortized Cost and Estimated Fair Value of Available-for-Sale Marketable Securities by Contractual Maturity (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Fair Value Disclosures [Abstract] | ||
Mature in one year or less, Amortized cost | $ 108,556 | |
Mature after one year through two years, Amortized cost | 3,006 | |
Marketable securities, Amortized cost | 111,562 | $ 153,913 |
Mature in one year or less, Unrealized gains | 57 | |
Mature after one year through two years, Unrealized gains | 5 | |
Total available-for-sale marketable securities, Unrealized gains | 62 | 80 |
Mature in one year or less, Unrealized losses | (74) | |
Total available-for-sale marketable securities, Unrealized losses | (74) | (15) |
Mature in one year or less, Estimated Fair Value | 108,539 | |
Mature after one year through two years, Estimated Fair Value | 3,011 | |
Total available-for-sale marketable securities, Estimated Fair Value | $ 111,550 | $ 153,978 |
Balance Sheet Components - Summ
Balance Sheet Components - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 36,768 | $ 40,219 |
Less: accumulated depreciation | (14,276) | (15,531) |
Property and equipment, net | 22,492 | 24,688 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 27,084 | 27,288 |
Lab Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 6,046 | 8,817 |
Computer and Office Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 2,005 | 2,334 |
Furniture | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 1,427 | 1,590 |
Construction in Progress | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 206 | $ 190 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Balance Sheet Related Disclosures [Abstract] | ||
Depreciation | $ 994 | $ 1,088 |
Balance Sheet Components - Su_2
Balance Sheet Components - Summary of Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Payables And Accruals [Abstract] | ||
Compensation and related benefits | $ 3,702 | $ 3,677 |
Professional and consulting services | 2,165 | 2,845 |
Value-added tax payable | 2,016 | 5 |
Accrued research expense | 816 | 890 |
Accrued property and equipment | 31 | |
Other | 1,417 | 733 |
Total accrued expenses and other liabilities | $ 10,116 | $ 8,181 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Beginning Balance | $ 8,167 |
Foreign currency translation adjustment | (157) |
Ending Balance | $ 8,010 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Goodwill And Intangible Assets [Line Items] | ||
Impairment of goodwill | $ 0 | |
Amortization of intangible assets | 136,000 | $ 140,000 |
Acquired IPR&D intangible assets | ||
Goodwill And Intangible Assets [Line Items] | ||
Intangible assets, impairment | $ 0 | |
Novartis | ||
Goodwill And Intangible Assets [Line Items] | ||
Intangible assets, amortization period | 20 years |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Finite Lived Intangible Assets, Gross Carrying Amount | $ 10,878 | $ 11,091 |
Finite Lived Intangible Assets, Accumulated Amortization | 2,402 | 2,311 |
Finite Lived Intangible Assets, Net Book Value | 8,476 | 8,780 |
Indefinite-Lived Intangible Assets, Impairment | 5,099 | |
Intangible Assets, Gross Carrying Amount | 20,880 | 26,388 |
Intangible assets, Net Book Value | 18,478 | 18,978 |
License agreement | ||
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Finite Lived Intangible Assets, Gross Carrying Amount | 10,878 | 11,091 |
Finite Lived Intangible Assets, Accumulated Amortization | 2,402 | 2,311 |
Finite Lived Intangible Assets, Net Book Value | 8,476 | 8,780 |
Acquired IPR&D assets | ||
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Indefinite-Lived Intangible Assets, Gross Carrying Amount | 10,002 | 15,297 |
Indefinite-Lived Intangible Assets, Impairment | 5,099 | |
Indefinite-Lived Intangible Assets, Net Book Value | $ 10,002 | $ 10,198 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Finite-Lived Intangible Assets Estimated Future Amortization Expense (Details) $ in Thousands | Mar. 31, 2020USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
2020 (remaining nine months) | $ 408 |
2021 | 544 |
2022 | 544 |
2023 | 544 |
2024 | 544 |
2025 | $ 544 |
Collaboration Agreements - Addi
Collaboration Agreements - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | 60 Months Ended | |||
Apr. 30, 2015 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | Jun. 30, 2016 | Dec. 31, 2017 | Mar. 31, 2020 | |
Novartis Agreement | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Payments received under collaboration agreement | $ 200,000,000 | $ 35,000,000 | $ 2,100,000 | ||||
Novartis share of joint development costs | 38.00% | ||||||
Period after first commercial sale of product on which Novartis' royalty obligation run on a country to country basis | 12 years | ||||||
Transaction price allocated to combined performance obligation | $ 237,100,000 | ||||||
Revenue recognized | 1,800,000 | $ 2,500,000 | |||||
Deferred revenue | $ 167,200,000 | 167,200,000 | |||||
Novartis Agreement | United States | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Collaborative arrangement profit share percentage | 50.00% | ||||||
Novartis Agreement | European Countries and Japan | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Collaborative arrangement profit share percentage | 45.00% | ||||||
Novartis Agreement | United States, Specified European Countries and /or Japan | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Collaborative Agreement, Obligations | With respect to the United States, specified European countries and/or Japan, the Company may elect for such region to either reduce by 50% or to eliminate in full the Company’s development and commercialization cost sharing obligation. If the Company elects to reduce its cost sharing percentage by 50% in any such region, then its profit share in such region will also be reduced by 50%. If the Company elects to eliminate its development cost sharing obligation, then such region will be removed from the profit share, and instead Novartis will owe the Company royalties on any net sales of product for such region, as described above. | ||||||
Reduction percentage of development cost share | 50.00% | ||||||
Reduction percentage of profit share | 50.00% | ||||||
Novartis Agreement | Novartis | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Novartis share of joint development costs | 62.00% | ||||||
Collaborative arrangement profit share percentage | 50.00% | ||||||
Novartis Agreement | Maximum | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Development milestones amount eligible to receive | $ 215,000,000 | ||||||
Regulatory approval milestones amount eligible to receive | 250,000,000 | ||||||
Lilly Agreement | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Payments received under collaboration agreement | 12,000,000 | 12,000,000 | |||||
Revenue recognized | 2,200,000 | $ 1,400,000 | |||||
Deferred revenue | $ 3,800,000 | 3,800,000 | |||||
Royalty payments receivable terms | Lilly is also obligated to pay the Company tiered royalty payments at percentages in the single to low-double digits based on annual net sales of the licensed products. Lilly must pay such royalties on a product-by-product and country-by-country basis until the latest to occur of (i) the expiration of the last-to-expire valid claim of certain patents, (ii) the expiration of the data exclusivity period in such country or (iii) a specified anniversary of the first commercial sale of such product in such country. | ||||||
Lilly Agreement | Maximum | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Milestone amount eligible to receive for products or product candidates | $ 620,000,000 | ||||||
Merck License Agreement | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Payments received under collaboration agreement | 10,000,000 | $ 3,000,000 | $ 2,000,000 | ||||
Revenue recognized | 10,000,000 | ||||||
Remaining performance obligations | 0 | $ 0 | $ 0 | $ 0 | |||
Merck License Agreement | Maximum | Product Candidate | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Milestone amount eligible to receive for products or product candidates | 297,000,000 | ||||||
Merck License Agreement | Maximum | Product | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Milestone amount eligible to receive for products or product candidates | $ 135,000,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Millions | 3 Months Ended | ||
Mar. 31, 2020USD ($)ft²LeaseFacility | Mar. 31, 2019USD ($) | Dec. 31, 2016USD ($) | |
Operating Leased Assets [Line Items] | |||
Operating lease, remaining lease term | 9 years 8 months 12 days | 10 years 7 months 6 days | |
Security deposit | $ 0.5 | ||
Operating leases rent expense | 1.4 | $ 1.2 | |
Operating Leases variable lease payments | $ 0.3 | 0.3 | |
Bank Of America Merrill Lynch | |||
Operating Leased Assets [Line Items] | |||
Letter of credit outstanding | $ 0.5 | ||
Berkeley, California | |||
Operating Leased Assets [Line Items] | |||
Operating lease, remaining lease term | 10 years | ||
Number of lease facility | LeaseFacility | 1 | ||
Berkeley, California | Sublease | |||
Operating Leased Assets [Line Items] | |||
Total square footage of leased property | ft² | 26,552 | ||
Lease expiration date | Dec. 31, 2020 | ||
Sublease Income | $ 0.4 | $ 0.4 | |
Oss, Netherlands | |||
Operating Leased Assets [Line Items] | |||
Operating leases term of expiration | 2020-12 | ||
Number of lease facility | LeaseFacility | 1 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Maturity of Company's Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Commitments And Contingencies Disclosure [Abstract] | ||
2020 (remaining nine months) | $ 4,260 | |
2021 | 5,332 | |
2022 | 5,460 | |
2023 | 5,569 | |
2024 | 5,681 | |
Thereafter | 30,155 | |
Total undiscounted lease payments | 56,457 | |
Present value adjustment | 23,434 | |
Total net lease liability | 33,023 | |
Net lease liability - current | 1,765 | $ 1,803 |
Net lease liability - non-current | 31,258 | $ 31,636 |
Total net lease liability | $ 33,023 |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Supplemental Disclosure Cash Flow Related to Operating Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash flows from operating activities | ||
Cash paid for amounts included in the measurement of lease liabilities | $ 1,390 | $ 1,356 |
Commitments and Contingencies_4
Commitments and Contingencies - Schedule of Additional Information Related to Operating Leases (Details) | Mar. 31, 2020 | Mar. 31, 2019 |
Weighted-average remaining lease terms (in years) | ||
Operating leases | 9 years 8 months 12 days | 10 years 7 months 6 days |
Weighted-average discount rate | ||
Operating leases | 12.00% | 12.00% |
Common Stock - Schedule of Comm
Common Stock - Schedule of Common Share Reserved for Future Issuance (Details) - shares | Mar. 31, 2020 | Dec. 31, 2019 |
Class Of Stock [Line Items] | ||
Common stock, capital shares reserved for future issuance | 23,012,531 | |
Shares available for future stock option grants | 10,011,759 | 8,751,436 |
Options Issued and Outstanding | ||
Class Of Stock [Line Items] | ||
Common stock, capital shares reserved for future issuance | 12,243,983 | |
Restricted Stock Units (RSUs) | ||
Class Of Stock [Line Items] | ||
Common stock, capital shares reserved for future issuance | 709,027 | |
Common Stock Warrants | ||
Class Of Stock [Line Items] | ||
Common stock, capital shares reserved for future issuance | 47,762 |
Common Stock - Additional Infor
Common Stock - Additional Information (Details) - At-the-Market Offering - 2017 Sales Agreement - Cowen and Company, LLC - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended |
Aug. 31, 2017 | Mar. 31, 2020 | Dec. 31, 2019 | |
Class Of Stock [Line Items] | |||
Commission on sales of common stock, percentage | 3.00% | ||
Issuance of common stock (in shares) | 0 | 0 | |
Aggregate offering available for issuance of common stock | $ 81,500,000 | ||
Maximum | |||
Class Of Stock [Line Items] | |||
Aggregate offering price from offer and sale of common stock | $ 100,000,000 |
Equity Incentive Plans - Additi
Equity Incentive Plans - Additional Information (Details) - USD ($) $ in Millions | Jan. 01, 2019 | Feb. 28, 2015 | Mar. 31, 2020 | Dec. 31, 2019 | Apr. 30, 2015 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares issuable increased during the period | 3,229,427 | ||||
Number of shares available for future grant | 10,011,759 | 8,751,436 | |||
Number of options outstanding | 12,243,983 | 10,297,444 | |||
Aggregate intrinsic value of options exercised | $ 0.1 | ||||
Unrecognized compensation expense | $ 11.3 | ||||
Weighted-average period of unrecognized compensation expense | 3 years 2 months 12 days | ||||
Expected dividend yield | 0.00% | ||||
Restricted Stock Units (RSUs) | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Weighted-average period of unrecognized compensation expense | 1 year 7 months 6 days | ||||
Unrecognized stock-based compensation expense related to RSUs | $ 3.1 | ||||
Minimum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Percentage of exercise price to fair market value common stock on grant date | 100.00% | ||||
Stock option expiration period | 10 years | ||||
2015 Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Common stock shares reserved for issuance | 6,134,292 | ||||
Percentage of shares issued on common stock outstanding | 4.00% | ||||
Common Stock Issuance Description | shares issuable under the 2015 Plan to the lower of (i) 4% of the total number of shares of common stock outstanding on December 31 of the preceding calendar year, or (ii) a lower number determined by the board of directors. | ||||
Shares issuable increased during the period | 3,229,427 | ||||
Number of shares available for future grant | 10,011,759 | ||||
2009 Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares issuable increased during the period | 360,000 | ||||
Number of options outstanding | 2,694,764 | ||||
2015 ESPP | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Common stock shares reserved for issuance | 720,000 | ||||
Percentage of shares issued on common stock outstanding | 1.00% | ||||
Common Stock Issuance Description | shares issuable under the 2015 ESPP equal to the lower of (i) 1% of the total number of shares of common stock outstanding on December 31 of the preceding calendar year, or (ii) a lower number determined by the board of directors. | ||||
Shares issuable increased during the period | 0 | ||||
Number of shares available for future grant | 1,570,337 | ||||
More Than 10% Voting Shares | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock option expiration period | 5 years | ||||
More Than 10% Voting Shares | Minimum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Percentage of exercise price to fair market value common stock on grant date | 110.00% |
Equity Incentive Plans - Summar
Equity Incentive Plans - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Options Outstanding, Shares Available for Grant, Beginning balance | 8,751,436 | |
Options Outstanding, Shares Available for Grant, Authorized | 3,229,427 | |
Options Outstanding, Shares Available for Grant, RSUs forfeited | 76,991 | |
Options Outstanding, Shares Available for Grant, Granted | (2,866,000) | |
Options Outstanding, Shares Available for Grant, Canceled | 819,905 | |
Options Outstanding, Shares Available for Grant, Ending balance | 10,011,759 | |
Options Outstanding, Number of Shares Underlying Options, Beginning balance | 10,297,444 | |
Options Outstanding, Number of Shares Underlying Options, Granted | 2,866,000 | |
Options Outstanding, Number of Shares Underlying Options, Exercised | (88,480) | |
Options Outstanding, Number of Shares Underlying Options, Canceled | (830,981) | |
Options Outstanding, Number of Shares Underlying Options, Ending balance | 12,243,983 | |
Options Outstanding, Number of Shares Underlying Options, Options exercisable | 5,942,462 | |
Options Outstanding, Number of Shares Underlying Options, Options vested and expected to vest | 10,777,743 | |
Options Outstanding, Weighted-Average Exercise Price, Beginning balance | $ 5.49 | |
Options Outstanding, Weighted-Average Exercise Price, Granted | 3.16 | |
Options Outstanding, Weighted-Average Exercise Price, Exercised | 0.90 | |
Options Outstanding, Weighted-Average Exercise Price, Canceled | 4.81 | |
Options Outstanding, Weighted-Average Exercise Price, Ending balance | 5.03 | |
Options Outstanding, Weighted-Average Exercise Price, Options exercisable | 6.44 | |
Options Outstanding, Weighted-Average Exercise Price, Options vested and expected to vest | $ 5.24 | |
Options Outstanding, Aggregate Intrinsic Value, Balance | $ 5,420 | $ 680 |
Options Outstanding, Aggregate Intrinsic Value, Options exercisable-March 31, 2019 | 4,515 | |
Options Outstanding, Aggregate Intrinsic Value, Options vested and expected to vest-March 31, 2019 | $ 5,189 |
Equity Incentive Plans - Summ_2
Equity Incentive Plans - Summary of Stock Option Activity (Parenthetical) (Details) | 3 Months Ended |
Mar. 31, 2020shares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Number of subject to canceled options excluded | 11,076 |
Equity Incentive Plans - Summ_3
Equity Incentive Plans - Summary of Restricted Stock Unit or RSU Activity (Details) - Restricted Stock Units (RSUs) | 3 Months Ended |
Mar. 31, 2020$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Restricted Stock Units, Beginning balance | shares | 798,943 |
Number of Restricted Stock Units, Vested | shares | (12,925) |
Number of Restricted Stock Units, Forfeited | shares | (76,991) |
Number of Restricted Stock Units, Ending balance | shares | 709,027 |
Weighted-Average Grant Date Fair Value Per Share, Beginning balance | $ / shares | $ 7.40 |
Weighted-Average Grant Date Fair Value Per Share, Vested | $ / shares | 11.15 |
Weighted-Average Grant Date Fair Value Per Share, Forfeited | $ / shares | 8.34 |
Weighted-Average Grant Date Fair Value Per Share, Ending balance | $ / shares | $ 7.23 |
Equity Incentive Plans - Schedu
Equity Incentive Plans - Schedule of Black-Scholes Option-Pricing Model (Details) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term (in years) | 6 years 2 months 12 days | |
Dividend yield | 0.00% | |
Volatility, Minimum | 75.00% | 70.70% |
Volatility, Maximum | 77.50% | 70.90% |
Risk-free interest rate, Minimum | 0.68% | 2.47% |
Risk-free interest rate, Maximum | 1.34% | 2.61% |
Minimum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term (in years) | 5 years 10 months 24 days | |
Maximum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term (in years) | 9 years 6 months | |
2015 ESPP | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term (in years) | 5 months | 5 months |
Volatility | 47.60% | 62.50% |
Risk-free interest rate | 1.59% | 2.37% |
Equity Incentive Plans - Summ_4
Equity Incentive Plans - Summary of Stock-Based Compensation Expense Recognized for Employees and Non-Employees (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | $ 2,035 | $ 3,703 |
Research and Development | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | 863 | 2,033 |
General and Administrative | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | $ 1,172 | $ 1,670 |
Restructuring Expense - Additio
Restructuring Expense - Additional Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2020USD ($)Employee | Mar. 31, 2019USD ($) | Dec. 31, 2020Employee | |
Restructuring Cost And Reserve [Line Items] | |||
Restructuring compensation | $ 3,106 | ||
ROU asset, amortization expense | 100 | ||
Restructuring and related expense | $ 4,308 | $ 2,994 | |
Restructuring | |||
Restructuring Cost And Reserve [Line Items] | |||
Number of employees terminated | Employee | 19 | ||
Percentage of employees to be terminated | 20.00% | ||
Expected aggregate charges | $ 6,400 | ||
One time severance and employee termination related costs | 2,100 | ||
One time retention costs | 4,000 | ||
Relocation costs | 300 | ||
Restructuring compensation | 3,100 | ||
Paid for restructuring compensation | 900 | ||
Restructuring reserve balance | $ 2,200 | ||
Restructuring | Scenario, Plan | |||
Restructuring Cost And Reserve [Line Items] | |||
Number of employees terminated | Employee | 32 |
Restructuring Expense - Schedul
Restructuring Expense - Schedule of Restructuring Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Restructuring And Related Activities [Abstract] | ||
Restructuring compensation | $ 3,106 | |
Impairment of property and equipment | 1,202 | |
Total restructuring and related expense | $ 4,308 | $ 2,994 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Income Tax Contingency [Line Items] | |||
Income tax benefit | $ 5,665,000 | $ 35,000 | $ 35,000 |
State | Earliest Tax Year | |||
Income Tax Contingency [Line Items] | |||
Open tax year | Dec. 31, 2016 | ||
State | Latest Tax Year | |||
Income Tax Contingency [Line Items] | |||
Open tax year | Dec. 31, 2018 | ||
U.S. Federal Tax Authority | Earliest Tax Year | |||
Income Tax Contingency [Line Items] | |||
Open tax year | Dec. 31, 2016 | ||
U.S. Federal Tax Authority | Latest Tax Year | |||
Income Tax Contingency [Line Items] | |||
Open tax year | Dec. 31, 2018 | ||
California Tax Authority | |||
Income Tax Contingency [Line Items] | |||
Tax assessment additional period | 5 years | ||
CARES Act | |||
Income Tax Contingency [Line Items] | |||
Net operating losses carried back term (in taxable years) | 5 years | ||
Net operating losses carried back to offset taxable income percentage | 100.00% |
Net Loss per Common Share - Sch
Net Loss per Common Share - Schedule of Potentially Dilutive Securities not Included in Calculation of Diluted Per Common Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potential dilutive securities excluded from diluted net loss per common share would be anti-dilutive | 13,000,772 | 13,214,469 |
Options to Purchase Common Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potential dilutive securities excluded from diluted net loss per common share would be anti-dilutive | 12,243,983 | 11,790,706 |
Restricted Stock Units | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potential dilutive securities excluded from diluted net loss per common share would be anti-dilutive | 709,027 | 1,361,902 |
Common Stock Warrants | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potential dilutive securities excluded from diluted net loss per common share would be anti-dilutive | 47,762 | 61,861 |