Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 10, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Trading Symbol | KDNY | |
Security Exchange Name | NASDAQ | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Entity Interactive Data Current | Yes | |
Entity Registrant Name | CHINOOK THERAPEUTICS, INC. | |
Entity Central Index Key | 0001435049 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Shell Company | false | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 44,616,296 | |
Entity Current Reporting Status | Yes | |
Entity File Number | 001-37345 | |
Entity Tax Identification Number | 94-3348934 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 1600 Fairview Avenue East, Suite 100 | |
Entity Address, City or Town | Seattle | |
Entity Address, State or Province | WA | |
Entity Address Postal Zip Code | 98102 | |
City Area Code | (206) | |
Local Phone Number | 485-7051 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 168,092 | $ 187,750 |
Marketable securities | 51,478 | 59,622 |
Accounts receivable | 256 | 262 |
Prepaid expenses and other current assets (including amounts due from related party of $17 and $0 at March 31, 2021 and December 31, 2020, respectively) | 6,174 | 6,447 |
Total current assets | 226,000 | 254,081 |
Marketable securities | 2,999 | 3,000 |
Property and equipment, net | 19,860 | 20,626 |
Restricted cash | 1,750 | 1,750 |
Operating lease right-of-use assets | 54,420 | 55,673 |
Intangible assets, net | 27,277 | 27,696 |
In process research & development | 39,295 | 39,295 |
Goodwill | 22,441 | 22,441 |
Other assets | 4,731 | 4,440 |
Total assets | 398,773 | 429,002 |
Current liabilities: | ||
Accounts payable (including amounts due to related party of $0 and $9 at March 31, 2021 and December 31, 2020, respectively) | 7,363 | 3,995 |
Accrued and other current liabilities (including amounts due to related party of $142 and $192 at March 31, 2021 and December 31, 2020, respectively) | 14,486 | 15,674 |
Operating lease liabilities | 3,135 | 3,045 |
Deferred revenue | 95 | |
Total current liabilities | 24,984 | 22,809 |
Contingent value right liability | 15,589 | 13,780 |
Contingent consideration related to acquisition | 1,830 | 1,800 |
Deferred tax liabilities | 16,377 | 16,377 |
Operating lease liabilities, net of current maturities | 37,966 | 38,709 |
Other long-term liabilities | 1,508 | 905 |
Total liabilities | 98,254 | 94,380 |
Commitments and contingencies (Note 10) | ||
Stockholders’ equity (deficit): | ||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized as of March 31, 2021 and December 31, 2020; no shares issued and outstanding at March 31, 2021 and December 31, 2020 | ||
Common stock, $0.0001 par value; 300,000,000 shares authorized as of March 31, 2021 and December 31, 2020; 42,381,671 and 42,282,381 shares issued and outstanding at March 31, 2021 and December 31, 2020 | 4 | 4 |
Additional paid-in capital | 466,494 | 463,436 |
Accumulated deficit | (166,044) | (128,829) |
Accumulated other comprehensive income | 65 | 11 |
Total stockholders’ equity | 300,519 | 334,622 |
Total liabilities and stockholders’ equity | $ 398,773 | $ 429,002 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Statement Of Financial Position [Abstract] | ||
Prepaid expenses and other current assets due from related party | $ 17 | $ 0 |
Accounts payable due to related party | 0 | 9 |
Accrued and other current liabilities due to related party | $ 142 | $ 192 |
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 | 42,381,671 | 42,282,381 |
Common stock shares outstanding | 42,381,671 | 42,282,381 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Collaboration and license revenue | $ 351 | |
Operating expenses: | ||
Research and development (including related party expenses of $0 and $113 for the three months ended March 31, 2021 and 2020, respectively) | 25,697 | $ 2,818 |
General and administrative (including related party expenses of $17 and $152 for the three months ended March 31, 2021 and 2020, respectively) | 9,543 | 1,271 |
Change in fair value of contingent consideration | 1,839 | |
Amortization of intangible assets | 420 | 0 |
Total operating expenses | 37,499 | 4,089 |
Loss from operations | (37,148) | (4,089) |
Other income (expense): | ||
Other income (expense), net (including related party interest expense of $0 and $6 for the three months ended March 31, 2021 and 2020, respectively) | (67) | 119 |
Change in fair value of redeemable convertible preferred stock tranche liability | (1,179) | |
Net loss | $ (37,215) | $ (5,149) |
Net loss per share attributable to common stockholders, basic and diluted | $ (0.88) | $ (1.25) |
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted | 42,135,567 | 4,104,102 |
Other comprehensive income (loss): | ||
Foreign currency translation adjustments, net of tax of $0 | $ 38 | $ (215) |
Unrealized gain on marketable debt securities, net of tax of $0 | 16 | |
Total other comprehensive income (loss) | 54 | (215) |
Comprehensive loss | $ (37,161) | $ (5,364) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Research and development related party expenses | $ 0 | $ 113 |
General and administrative related party expenses | 17 | 152 |
Other income (expense), net related party interest expenses | 0 | 6 |
Foreign currency translation adjustments, tax | 0 | $ 0 |
Unrealized gain on marketable debt securities, tax | $ 0 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Total | Redeemable Convertible Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Beginning balance at Dec. 31, 2019 | $ (41,119) | $ 6,095 | $ (7) | $ (47,207) | ||
Beginning balance, Shares at Dec. 31, 2019 | 7,596,888 | |||||
Beginning balance at Dec. 31, 2019 | $ 19,835 | |||||
Beginning balance, Shares at Dec. 31, 2019 | 4,501,885 | |||||
Issuance of common stock upon exercise of stock options | 1 | 1 | ||||
Issuance of common stock upon exercise of stock options, Shares | 4,383 | |||||
Repurchase of unvested restricted stock awards | (40,176) | |||||
Issuance of Series A redeemable convertible preferred stock | $ 14,479 | |||||
Issuance of Series A redeemable, Shares | 4,236,726 | |||||
Exercise of redeemable convertible preferred stock tranche liability | $ 9,723 | |||||
Stock-based compensation expense | 100 | 100 | ||||
Other comprehensive loss | (215) | (215) | ||||
Net loss | (5,149) | (5,149) | ||||
Ending balance at Mar. 31, 2020 | (46,382) | 6,196 | (222) | (52,356) | ||
Ending balance, Shares at Mar. 31, 2020 | 11,833,614 | |||||
Ending balance at Mar. 31, 2020 | $ 44,037 | |||||
Ending balance, Shares at Mar. 31, 2020 | 4,466,092 | |||||
Beginning balance at Dec. 31, 2020 | $ 334,622 | $ 4 | 463,436 | 11 | (128,829) | |
Beginning balance, Shares at Dec. 31, 2020 | 42,282,381 | 42,282,381 | ||||
Issuance of common stock upon exercise of stock options and warrants | $ 580 | 580 | ||||
Issuance of common stock upon exercise of stock options and warrants, shares | 99,290 | |||||
Issuance of common stock upon exercise of stock options, Shares | 92,181 | |||||
Stock-based compensation expense | $ 2,478 | 2,478 | ||||
Other comprehensive loss | 54 | 54 | ||||
Net loss | (37,215) | (37,215) | ||||
Ending balance at Mar. 31, 2021 | $ 300,519 | $ 4 | $ 466,494 | $ 65 | $ (166,044) | |
Ending balance, Shares at Mar. 31, 2021 | 42,381,671 | 42,381,671 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) (Parenthetical) (Unaudited) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Redeemable Convertible Preferred Stock | |
Issuance cost | $ 21 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash Flows from Operating Activities | ||
Net loss | $ (37,215) | $ (5,149) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 804 | 86 |
Amortization of finance lease right-of-use asset | 21 | |
Amortization of intangible assets | 420 | 0 |
Non-cash operating lease expense | 1,291 | 57 |
Stock-based compensation expense | 2,478 | 100 |
Change in fair value of redeemable convertible preferred stock tranche liability | 1,179 | |
Change in fair value of contingent consideration | 1,839 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 6 | |
Prepaid expenses and other assets (including related party amounts of $17 and $0 for the three months ended March 31, 2021 and 2020, respectively) | (9) | 191 |
Accounts payable (including related party amounts of $0 and $246 for the three months ended March 31, 2021 and 2020, respectively) | 3,814 | (131) |
Accrued and other current liabilities (including related party amounts of $50 and $235 for the three months ended March 31, 2021 and 2020, respectively) | (1,323) | 211 |
Other liabilities | 603 | |
Operating lease liabilities (including related party amounts of $0 and $37 for the three months ended March 31, 2021 and 2020, respectively) | (694) | (53) |
Deferred revenue | (95) | |
Net cash used in operating activities | (28,081) | (3,488) |
Cash Flows from Investing Activities | ||
Purchases of marketable securities | (33,657) | |
Proceeds from marketable securities | 41,818 | |
Purchases of property and equipment (including related party amounts of $0 and $16 for the three months ended March 31, 2021 and 2020, respectively) | (594) | (22) |
Proceeds from sale of property and equipment | 267 | |
Net cash provided by (used in) investing activities | 7,834 | (22) |
Cash Flows from Financing Activities | ||
Issuance of common stock | 1 | |
Proceeds from exercise of stock options and warrants | 580 | |
Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs | 14,479 | |
Repayment of finance lease liability-related party | (13) | |
Net cash provided by financing activities | 580 | 14,467 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 9 | (191) |
Net increase (decrease) in cash, cash equivalents and restricted cash | (19,658) | 10,766 |
Cash, cash equivalents and restricted cash at beginning of period | 189,500 | 11,357 |
Cash, cash equivalents and restricted cash at end of period | 169,842 | 22,123 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities | ||
Purchases of property and equipment included in accounts payable and in accrued and other current liabilities (including related party amounts of $0 and $448 at March 31, 2021 and 2020, respectively) | 76 | 489 |
Right-of-use asset for office space acquired through leases | 199 | |
Reconciliation of Cash, Cash Equivalents and Restricted Cash | ||
Cash and cash equivalents | 168,092 | 21,982 |
Restricted cash | 1,750 | 141 |
Cash, cash equivalents and restricted cash at end of period | $ 169,842 | $ 22,123 |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement Of Cash Flows [Abstract] | ||
Prepaid expenses and other assets including related party amounts | $ 17 | $ 0 |
Accounts payable including related party amounts | 0 | 246 |
Accrued and other current liabilities including related party amounts | 50 | 235 |
Operating lease liabilities including related party amounts | 0 | 37 |
Purchases of property and equipment including related party amounts | 0 | 16 |
Purchases of property and equipment included in accounts payable and in accrued and other current liabilities including related party amounts | $ 0 | $ 448 |
Description of Business
Description of Business | 3 Months Ended |
Mar. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Business | 1. Description of Business Chinook Therapeutics, Inc. (the “Company” or “Chinook”) is a clinical-stage biopharmaceutical company focused on discovering, developing and commercializing precision medicines for kidney diseases. Our lead clinical program is atrasentan, an endothelin receptor antagonist that we in-licensed from AbbVie in late 2019. In March 2021, we initiated the phase 3 ALIGN trial of atrasentan for IgA nephropathy (“IgAN”) and in April 2021, we initiated the phase 2 AFFINITY basket trial of atrasentan for proteinuric glomerular diseases. Our pipeline also includes BION-1301, an anti-APRIL monoclonal antibody that is being evaluated in a phase 1b trial for IgAN, as well as CHK-336, an oral small molecule LDHA inhibitor in preclinical development for the treatment of primary hyperoxaluria. In addition, we are building our precision medicine pipeline through research and discovery programs for other rare, severe chronic kidney diseases. We were incorporated in Delaware and are headquartered in Seattle, Washington. The Company as used in the accompanying notes to the unaudited condensed consolidated financial statements, refers to Private Chinook prior to the completion of the Merger and Public Chinook subsequent to the completion of the Merger. See the note “Reverse Merger and Contingent Value Rights” in the accompanying notes to the condensed consolidated financial statements. |
Basis of Presentation and Conso
Basis of Presentation and Consolidation, Use of Estimates and Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation, Use of Estimates and Recent Accounting Pronouncements | 2. Basis of Presentation and Consolidation, Use of Estimates and Recent Accounting Pronouncements Basis of Presentation and Consolidation 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 our 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 financial information. The results of operations for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 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, 2020 included in our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on April 7, 2021. The condensed consolidated financial statements include the accounts of Chinook Therapeutics, Inc. and our wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of expenses during the reporting periods. Such estimates include the valuation of intangible assets, acquired property and equipment, investments, contingent value rights, contingent consideration, redeemable convertible preferred stock tranche liability, lease right-of-use assets, and lease obligations, as well as Recent Accounting Pronouncements, Not Yet Adopted In June 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standard Update (“ASU”) No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. This ASU replaces the existing incurred loss impairment model with an expected loss model. It also eliminates the concept of other-than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. These changes will result in earlier recognition of credit losses. The standard is effective for smaller reporting companies in fiscal years beginning after December 15, 2022 with early adoption permitted for all periods beginning after December 15, 2018. We do not plan to early adopt ASU No. 2016-13 and are currently evaluating the impact the adoption of this ASU will have on our consolidated financial statements. Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12 – Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes |
Reverse Merger and Contingent V
Reverse Merger and Contingent Value Rights | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Reverse Merger and Contingent Value Rights | 3. Reverse Merger and Contingent Value Rights We completed our Merger with Aduro on October 5, 2020. Based upon the terms of the merger agreement dated June 1, 2020 and amended August 17, 2020, Private Chinook was determined to be the acquiring company for accounting purposes, and the transaction was accounted for as a reverse acquisition under the acquisition method of accounting for business combinations in accordance with U.S. GAAP. Accordingly, the assets and liabilities of Aduro were recorded at estimated fair value as of the merger closing date. At the effective time of the Merger, we also entered into an agreement pursuant to which Aduro’s common stockholders of record as of the close of business on October 2, 2020 received one contingent value right (“CVR”) for each outstanding share of Aduro common stock held by such stockholder on such date. Each CVR represents the contractual right to receive payments from us upon the receipt of consideration resulting from milestones and royalties from certain pre-existing agreements and the disposition or licensing of any of Aduro’s non-renal assets, net of any tax, transaction costs and certain other expenses. |
Cash, Cash Equivalents and Mark
Cash, Cash Equivalents and Marketable Securities | 3 Months Ended |
Mar. 31, 2021 | |
Cash And Cash Equivalents [Abstract] | |
Cash, Cash Equivalents and Marketable Securities | 4. Cash, Cash Equivalents and Marketable Securities Cash, cash equivalents and marketable securities consisted of the following (in thousands): March 31, 2021 Amortized cost Unrealized gains Unrealized losses Estimated Fair Value Cash and cash equivalents: Cash $ 17,383 $ — $ — $ 17,383 Money market funds 127,811 — — 127,811 Certificate of deposit — — — — Commercial paper 22,899 — (1 ) 22,898 U.S. government and agency securities — — — — Total cash and cash equivalents $ 168,093 $ — $ (1 ) $ 168,092 Marketable securities: Commercial paper $ 38,483 $ — $ (6 ) $ 38,477 U.S. government and agency securities 15,999 2 (1 ) 16,000 Corporate debt securities — — — — Total marketable securities $ 54,482 $ 2 $ (7 ) $ 54,477 December 31, 2020 Amortized cost Unrealized gains Unrealized losses Estimated Fair Value Cash and cash equivalents: Cash $ 5,659 $ — $ — $ 5,659 Money market funds 113,592 — — 113,592 Certificate of deposit 157 — — 157 Commercial paper 40,844 — — 40,844 U.S. government and agency securities 27,498 — — 27,498 Total cash and cash equivalents $ 187,750 $ — $ — $ 187,750 Marketable securities: Commercial paper $ 35,089 $ — $ — $ 35,089 U.S. government and agency securities 26,026 6 (3 ) 26,029 Corporate debt securities 1,504 — — 1,504 Total marketable securities $ 62,619 $ 6 $ (3 ) $ 62,622 The amortized cost and estimated fair value of our available-for-sale marketable securities by contractual maturity are summarized below as of March 31, 2021 (in thousands): Amortized cost Unrealized gains Unrealized losses Estimated Fair Mature in one year or less $ 51,483 $ 2 $ (7 ) $ 51,478 Mature after one year through two years 2,999 — — 2,999 Total available-for-sale marketable securities $ 54,482 $ 2 $ (7 ) $ 54,477 None of our marketable securities were in a continuous unrealized loss position as of March 31, 2021. We review individual securities in our portfolio to determine whether a decline in a security’s fair value below the amortized cost basis is other-than-temporary. We determined that as of March 31, 2021, there were no investments in its portfolio that were other-than-temporarily impaired. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 5. Fair Value Measurements The Company records certain financial assets and liabilities at fair value in accordance with the provisions of Accounting Standards Codification (“ASC”) Topic 820 on fair value measurements. As defined in the guidance, fair value, defined as an exit price, represents the amount that would be received to sell an asset or pay to transfer a liability in an orderly transaction between market participants. As a result, fair value is a market-based approach that should be determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering these assumptions, the guidance defines a three-tier valuation hierarchy that prioritizes the inputs used in the valuation methodologies in measuring fair value. Level 1: Unadjusted quoted prices in active, accessible markets for identical assets or liabilities. Level 2: Quoted prices in markets that are not active or financial instruments for which all significant Level 3: Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable activity. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The determination of a financial instrument’s level within the fair value hierarchy is based on an assessment of the lowest level of any input that is significant to the fair value measurement. The Company considers observable data to be market data which is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market. The following tables present information about our financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values (in thousands): March 31, 2021 Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents: Cash and money market funds $ 145,194 $ — $ — $ 145,194 Commercial paper — 22,898 — 22,898 U.S. government and agency securities — — — — Total cash and cash equivalents 145,194 22,898 — 168,092 Marketable securities: Commercial paper — 38,477 — 38,477 U.S. government and agency securities — 16,000 — 16,000 Corporate debt securities — — — — Total marketable securities — 54,477 — 54,477 Total fair value of assets $ 145,194 $ 77,375 $ — $ 222,569 Liabilities: Contingent value rights liability $ — $ — $ 15,589 $ 15,589 Contingent consideration related to acquisition — — 1,830 1,830 Total fair value of liabilities $ — $ — $ 17,419 $ 17,419 December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents: Cash and money market funds $ 119,251 $ — $ — $ 119,251 Certificate of deposit — 157 — 157 Commercial paper — 40,844 — 40,844 U.S. government and agency securities — 27,498 — 27,498 Total cash and cash equivalents 119,251 68,499 — 187,750 Marketable securities: Commercial paper — 35,089 — 35,089 U.S. government and agency securities — 26,029 — 26,029 Corporate debt securities — 1,504 — 1,504 Total marketable securities — 62,622 — 62,622 Total fair value of assets $ 119,251 $ 131,121 $ — $ 250,372 Liabilities: Contingent value rights liability $ — $ — $ 13,780 $ 13,780 Contingent consideration related to acquisition — — 1,800 1,800 Total fair value of liabilities $ — $ — $ 15,580 $ 15,580 Money market funds are included within Level 1 of the fair value hierarchy because they are valued using quoted market prices. Other cash equivalents and marketable securities, such as commercial paper, U.S. government and agency securities, and corporate debt securities, as well as certificate of deposit, are classified within Level 2 of the fair value hierarchy as the valuation is obtained from third-party pricing services, which utilize industry standard valuation models, including both income-based and market-based approaches, for which all significant inputs are observable, either directly or indirectly, to estimate the fair value. These inputs include reported trades of and broker/dealer quotes on the same or similar securities, estimated interest rates based on the issuer credit rating and term, and other observable inputs. The following table presents a summary of the changes in the fair value of our Level 3 financial instruments (in thousands): Contingent Value Rights Liability Contingent Consideration Related to Acquisition Balance at December 31, 2020 $ 13,780 $ 1,800 Net change in fair value upon remeasurement 1,809 30 Balance at March 31, 2021 $ 15,589 $ 1,830 The fair values of the contingent value rights liability and contingent consideration related to the Merger are based on significant unobservable inputs, which represent Level 3 measurements within the fair value hierarchy. In determining the fair value of the contingent value rights liability and the contingent consideration related to acquisition, we used a probability-adjusted, scenario-based income approach. For the three months ended March 31, 2021, the change in fair value of the contingent value rights liability and the contingent consideration related to acquisition totaling $1.8 million, was recorded in the consolidated statement of operations and comprehensive loss. |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | 6. Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): March 31, December 31, 2021 2020 Research and lab equipment $ 3,443 $ 3,616 Computer equipment 984 921 Computer software 32 27 Furniture and fixtures 1,104 1,099 Leasehold improvements 16,116 16,111 Total property and equipment 21,679 21,774 Total accumulated depreciation (1,819 ) (1,148 ) Property and equipment, net $ 19,860 $ 20,626 Approximately $3.6 million of our property and equipment as of March 31, 2021 is located in Canada. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | 7. Intangible Assets and Goodwill Goodwill The gross carrying amount and net book value of goodwill was $22.4 million at March 31, 2021, all of which resulted from the Merger. We test Intangible assets The gross carrying amounts and net book value of intangible assets were as follows (in thousands): March 31, 2021 Gross Amount Accumulated Amortization Net Book Value Intangible assets with finite lives: Acquired license agreement $ 26,685 $ 790 $ 25,895 In-place lease 1,433 51 1,382 Total intangible assets with finite lives 28,118 841 27,277 Acquired in-process research and development assets ("IPR&D") 39,295 — 39,295 Total intangible and acquired IPR&D assets $ 67,413 $ 841 $ 66,572 December 31, 2020 Gross Amount Accumulated Amortization Net Book Value Intangible assets with finite lives: Acquired license agreement $ 26,685 $ 398 $ 26,287 In-place lease 1,433 24 1,409 Total intangible assets with finite lives 28,118 422 27,696 Acquired IPR&D assets 39,295 — 39,295 Total intangible and acquired IPR&D assets $ 67,413 $ 422 $ 66,991 Intangible assets are carried at cost less accumulated amortization and impairment. Amortization is over a period of 9 to 17 years, with a weighted average period of 16.7 years, and the amortization expense is recorded in operating expenses. We test our Acquired IPR&D assets for impairment on an annual basis, or more frequently if an impairment indicator exists. Amortization expense was $0.4 million and $0 for the three months ended March 31, 2021 and 2020, respectively. Based on finite-lived intangible assets recorded as of March 31, 2021, the estimated future amortization expense for the next five years is as follows (in thousands): Year Ending December 31, Estimated Amortization Expense 2021 (remaining nine months) $ 1,268 2022 1,722 2023 1,733 2024 1,733 2025 1,733 Thereafter 19,088 |
Accrued Liabilities and Other
Accrued Liabilities and Other | 3 Months Ended |
Mar. 31, 2021 | |
Accrued Liabilities And Other Liabilities [Abstract] | |
Accrued Liabilities and Other | 8. Accrued liabilities and other consisted of the following (in thousands): March 31 December 31, 2021 2020 Research and development costs $ 8,288 $ 8,135 Compensation and benefits 3,612 4,530 Sublease rent and security deposit 303 1,400 Business taxes and licensing fees 792 898 Consulting and outside services 1,108 499 Other 383 212 Total accrued expenses and other liabilities $ 14,486 $ 15,674 |
Collaboration and License Agree
Collaboration and License Agreements | 3 Months Ended |
Mar. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Collaboration and License Agreements | 9. Collaboration and License Agreements AbbVie Ireland Unlimited Company On December 16, 2019, we entered into a license agreement (the “License Agreement”) with AbbVie Ireland Unlimited Company (“AbbVie”), which granted us an exclusive license to atrasentan, an endothelin receptor antagonist, under AbbVie’s patent rights to develop and commercialize licensed products for the treatment of rare, severe chronic kidney diseases. Under the agreement, we assumed all global development and commercialization responsibilities for atrasentan. In consideration of the license and rights granted under the License Agreement, we made an upfront cash payment and issued 1,999,415 shares of common stock for total consideration of $6.7 million to AbbVie. We concluded that this transaction should be accounted for as an asset purchase, and as such, recorded the associated expense within research and development expense in the statements of operations and comprehensive loss, as the product has not reached technological feasibility and does not have alternative future use. Under the License Agreement, we are obligated to make contingent development, regulatory and commercial milestone payments of up to a maximum of $135 million in the aggregate, as well as pay royalties on the worldwide net sales of licensed products ranging from upper-single-digit to high-teen percentages. Prior to entering this License Agreement, AbbVie was not a related party. We did not recognize any milestone payments for the three months ended March 31, 2021 and 2020. As of March 31, 2021 and December 31, 2020, we did not have any payable or receivable balances associated with the License Agreement. Merck In connection with the Merger, we became party to an agreement with Merck. The agreement sets forth the parties’ respective obligations for development, commercialization, regulatory and manufacturing and supply activities for antibody product candidates. All performance obligations of Aduro were completed prior to the Merger. We are 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, we are eligible to receive royalties at percentages in the mid-single digits to low teens based on net sales of the product. Future milestone payments and royalties will be recognized as revenue when earned as we have no performance obligations under this agreement. Any such milestones and royalties earned prior to October 4, 2030 will be payable by us to the holders of the CVRs, after deduction for any qualifying associated expenses. Eli Lilly and Company In connection with the Merger, we assumed an ongoing research collaboration and exclusive license agreement with Eli Lilly and Company (“Lilly”) for the research and development of novel immunotherapies for autoimmune and other inflammatory diseases. Our only remaining performance obligation under the agreement is to perform research services through 2021, for which we will be reimbursed up to a specified amount. For the three months ended March 31, 2021, we recognized revenue of $0.4 million under the Lilly agreement. Novartis Pharmaceuticals Corporation In connection with the Merger, we assumed an ongoing collaboration and license agreement with Novartis Pharmaceuticals Corporation (“Novartis”) for the development and potential commercialization of product candidates in the field of oncology. On April 1, 2021, we received notice that Novartis terminated for convenience the Collaboration and License Agreement, dated March 12, 2015. As a result of the termination, the only remaining activity under this agreement is reimbursement resulting from development costs that are shared between us and Novartis. We record any amounts paid to Novartis under the agreement as research and development expense and any amounts received from Novartis as an offset to research and development expense. For the three months ended March 31, 2021, we recognized $0.2 million payable to Novartis under the agreement as research and development expense. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies Redeemable Convertible Preferred Stock Tranche Liability In February 2019, as amended in July 2019, we entered into a Series A financing transaction, pursuant to which we were authorized to issue up to 18,992,220 shares of Series A redeemable convertible preferred stock having a per share par value of $0.0001, at a purchase price of $3.4225 per share. The terms of the Series A redeemable convertible preferred stock agreement include provisions requiring the investors to purchase, and obligating us to deliver, additional shares of redeemable convertible preferred stock at a specified price in the future based on the achievement of certain development-based milestones by us. The investors are also able to waive the milestone requirements, which provides the investors with an option to purchase additional Series A redeemable convertible preferred stock if the milestone is not met. The rights to purchase additional shares were recorded as a tranche liability at the estimated fair value of the obligation on the date of issuance with the carrying values adjusted at each reporting date for any changes in the estimated fair values. For the three months ended March 31, 2020, we recorded $1.2 million for the change in the fair value of the redeemable convertible preferred stock tranche liability. Upon closing of the Merger, the outstanding redeemable convertible preferred stock tranche rights terminated and all redeemable convertible preferred stock that had been issued converted to common stock. Leases We have a total of three operating leases as of March 31, 2021 with remaining lease terms of approximately 9 months to 9 years. As of March 31, 2021, we are subleasing approximately 90,000 square feet in one of our facilities. Sublease income was $1.4 million and $0 for the three months ended March 31, 2021 and 2020, respectively, which was netted against rent expense. Total sublease income to be earned, in aggregate, will be approximately $69.6 million over the remaining term of the sublease agreement. We maintain a letter of credit as security for one of our leases in the amount of $1.8 million, which is collateralized by a certificate of deposit that is included in restricted cash in the consolidated balance sheet as of March 31, 2021. The maturity of our operating lease liabilities as of March 31, 2021 is as follows (in thousands): Undiscounted Lease Payments Amounts 2021 (remaining nine months) $ 4,414 2022 6,115 2023 6,240 2024 6,352 2025 6,465 Thereafter 25,521 Total undiscounted lease payments 55,107 Present value adjustment 14,006 Total net lease liability $ 41,101 Net lease liability - current $ 3,135 Net lease liability - non-current 37,966 Total net lease liability $ 41,101 Rent expense recognized for operating leases was $2.1 million and $0.1 million for the three months ended March 31, 2021 and 2020, respectively. Variable lease payments, including non-lease components such as common area maintenance fees, recognized as rent expense for operating leases were $0.6 million and less than $0.1 million for the three months ended March 31, 2021 and 2020, respectively. The following summarizes additional information related to operating leases: March 31, 2021 December 31, 2020 Weighted-average remaining lease terms (in years) Operating leases 8.6 8.8 Weighted-average discount rate Operating leases 7.1% 7.1% Indemnification In the ordinary course of business, we enter into agreements that may include indemnification provisions. Pursuant to such agreements, we 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 we could be required to make under these provisions is not determinable. We have never incurred material costs to defend lawsuits or settle claims related to these indemnification provisions. We have also entered into indemnification agreements with its directors and officers that require us, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers to the fullest extent permitted by Delaware corporate law. We currently maintain directors’ and officers’ liability insurance. Legal Proceedings From time to time, we may become involved in litigation relating to claims arising from the ordinary course of business. Management believes that there are no actions pending against us currently, the ultimate disposition of which would have a material adverse effect on our results of operations, financial condition or cash flows. Other Commitments We have 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, we would only be obligated for the products or services that we 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, we 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, 2021 | |
Equity [Abstract] | |
Common Stock | 11. Common Stock Warrants At March 31, 2021, there were warrants outstanding of 3,029 shares of common stock with a weighted average exercise price of $0.52 per share and expiration dates ranging from 2021 to 2023. Restricted Stock Awards (“RSAs”) The following table summarizes RSA activity: RSAs Outstanding Number of RSAs Weighted- Average Grant Date Fair Value Per Share Balance—December 31, 2020 195,919 $ 0.00034 Vested (24,004 ) 0.00034 Balance—March 31, 2021 171,915 $ 0.00034 The fair value of RSAs vested during the three months ended March 31, 2021 was $0.4 million. At-the-Market Sales Agreement In April 2021, we entered into “at-the-market” sales agreements (the “2021 Sales Agreements”), with Cantor Fitzgerald & Co. and SVB Leerink LLC, through which we may offer and sell shares of our common stock having an aggregate offering of up to $75.0 million through Cantor Fitzgerald & Co. and SVB Leerink LLC, as our sales agents. We will pay the sales agents a commission of up to 3% of the gross proceeds of sales made through the 2021 Sales Agreements. In April 2021, we sold 2.2 million shares for $35.0 million in gross proceeds under the 2021 Sales Agreements. We have $40.0 million remaining under the 2021 Sales Agreements, which is subject to the continued effectiveness of our shelf registration statement on Form S-3 (Registration No. 333-255099) that expires on April 7, 2024, or upon an effective replacement shelf registration statement. |
Stock-based Compensation
Stock-based Compensation | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-based Compensation | 12. Stock-based Compensation Equity Incentive Plan In February 2019, Private Chinook adopted the 2019 Equity Incentive Plan (the “2019 Plan”). In connection with the Merger, we assumed Aduro’s two equity incentive plans, the 2015 Equity Incentive Plan (the “2015 Plan”) and the 2009 Stock Incentive Plan (the “2009 Plan,” and collectively the “Aduro Plans”). No additional grants may be made from the 2009 Plan; however, shares subject to awards granted under the 2009 Plan that are cancelled or expire unexercised revert to and become available for re-grant under the 2015 Plan. The number of shares subject to and the exercise prices applicable to these outstanding options were adjusted to reflect the one-for-five reverse stock split. As of March 31, 2021 and December 31, 2020, there were 1,523,632 and 894,227 Stock Options The following table summarizes stock option activity: Number of Shares Underlying Options Weighted- Average Exercise Price Aggregate Intrinsic Value (In thousands) Balance—December 31, 2020 5,513,581 $ 13.24 $ 38,433 Authorized — RSUs granted, net — Granted 906,125 15.21 Exercised (92,181 ) 5.40 $ 1,041 Canceled (116,189 ) 37.89 Balance—March 31, 2021 6,211,336 $ 13.19 $ 36,292 Options exercisable—March 31, 2021 2,212,280 $ 18.94 $ 13,882 Options vested and expected to vest—March 31, 2021 6,211,336 $ 13.19 $ 36,292 The aggregate intrinsic value represents the difference between the exercise price of the options and the closing price of our common stock for stock options that were in-the-money at March 31, 2021. The weighted average grant-date fair value of options granted was $10.33 and $3.45 for the three months ended March 31, 2021 and 2020, respectively. As of March 31, 2021, the total unrecognized compensation expense related to unvested options was $27.5 million, which is expected to be recognized over a weighted-average period of 3.2 years. We estimate the fair value of stock options using the Black Scholes option-pricing model. The fair value of stock options is amortized on a straight-line basis over the requisite service period of the awards. The fair value of stock options is estimated at the date of grant using a Black-Scholes option-pricing model with the following weighted-average assumptions: Three Months Ended March 31, 2021 2020 Expected term (in years) 6.1 6.1 Volatility 79.2% 79.3% Risk-free interest rate 0.7% 0.9% Dividend yield — — Restricted Stock Units (“RSUs”) The following table summarizes RSU activity: RSUs Outstanding Number of RSUs Weighted- Average Grant Date Fair Share Balance—December 31, 2020 440,540 $ 14.51 Granted 363,207 15.21 Vested (105 ) 14.60 Forfeited (10,957 ) 14.76 Balance—March 31, 2021 792,685 $ 14.83 The total fair value of RSUs that vested in the three months ended March 31, 2021 was not material. The fair value of RSUs is determined on the date of grant based on the market price of our common stock on that date. As of March 31, 2021, there was $10.5 million of unrecognized stock-based compensation expense related to RSUs, which is expected to be recognized over a weighted-average period of 2.7 years. 2015 Employee Stock Purchase Plan (“ESPP”) We had 721,495 shares available for future issuance under the 2015 ESPP as of March 31, 2021. The fair value of our common stock to be issued under the 2015 ESPP is estimated at the date of grant using a Black-Scholes option-pricing model with the following assumptions: Three Months Ended March 31, 2021 2020 Expected term (in years) 0.5 — Volatility 81.5% 0% Risk-free interest rate 0.1% 0% Dividend yield — — As of March 31, 2021, the unrecognized stock-based compensation expense related to the ESPP was not material. Stock-based Compensation Expense Total stock Three Months Ended March 31, 2021 2020 Research and development $ 1,028 $ 40 General and administrative 1,450 60 Total stock-based compensation expense $ 2,478 $ 100 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 13. Related Party Transactions During the three months ended March 31, 2021 and 2020, we subleased part of our office space to an affiliate of a stockholder, at approximately Under a services agreement with an affiliate of a stockholder, such related party has provided us with office space, equipment, furniture, and other services, including outsourced personnel and support services, which are billed to us at cost plus 10 percent markup. For the three months ended March 31, 2021 and 2020, we paid $0 million and $0.1 million, respectively, to the related party for office space, equipment, and other support services. We owed this related party $0.1 million and $0.2 million, which were included in accrued and other current liabilities, as of March 31, 2021, and December 31, 2020, respectively. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 14. 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 No i ncome At December 31, 2020, we had generated net operating loss, or NOL, carryforwards (before tax effects) for federal, state and foreign income tax purposes of $14.4 million, $0.5 million and $21.4 million, respectively. The federal NOL carryforwards do not expire and the state and foreign NOL carryforwards will begin to expire in 2040 and 2026, respectively, if not utilized. In addition, we have foreign business tax credit of $1.3 million to offset future income tax liabilities, which will start to expire in 2039, if not utilized. Under Section 382 of the Code, changes in a company’s ownership may limit the amount of NOL carryforwards and tax credit carryforwards that may be utilized annually to offset its future taxable income, if any. This limitation generally applies in the event of a cumulative change in ownership of more than 50 percent within a three-year period. Private Chinook and Aduro may have experienced ownership changes under Section 382 in the past and as a result of the Merger. Any such limitation may significantly reduce our ability to utilize NOL carryforwards and tax credit carryforwards before they expire. Consequently, if we achieve profitability, we may not be able to utilize a material portion of Private Chinook’s or Aduro’s NOL carryforwards . A s such, no related U.S. deferred tax attributes have been recorded in connection with the Merger. Similarly, the utilization of Aduro ’s foreign tax carryforwards may be limited , which are also subject to certain change of control provisions. As a result, no related foreign tax carryforward attributes have been recorded in connection with the Merger. We file income tax returns in the United States, Canada and the 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, 2017 through December 31, 2020 . 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, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Common Share | 15. Net Loss per Common Share The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders, which excludes unvested restricted shares and shares which are legally outstanding, but subject to repurchase by us (in thousands, except share and per share amounts): Three Months Ended March 31, 2021 2020 Numerator: Net loss $ (37,215 ) $ (5,149 ) Denominator: Weighted-average shares outstanding 42,319,228 4,464,118 Less: weighted-average unvested restricted shares and shares subject to repurchase (183,661 ) (360,016 ) Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 42,135,567 4,104,102 Net loss per share attributable to common stockholders, basic and diluted $ (0.88 ) $ (1.25 ) The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share attributable to common stockholders for the period presented because including them would have been antidilutive: March 31, 2021 2020 Redeemable convertible preferred stock — 11,833,614 Conversion of redeemable convertible preferred stock issuable upon settlement of the redeemable convertible preferred stock tranche liability — 7,158,606 Common stock warrants 3,029 — Unvested restricted stock units 792,685 — Unvested restricted stock awards 171,915 343,201 Options to purchase common stock 6,211,336 1,726,341 Total 7,178,965 21,061,762 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. Subsequent Events On April 2, 2021, we entered into a definitive agreement with Sairopa B.V. (“Sairopa”), a private company created by Van Herk Royalty B.V. and D.S. Chahal to acquire certain non-renal assets of Chinook in exchange for stock in Sairopa. We will hold such shares until such time as there is a liquidation event in Sairopa. In accordance with the CVR agreement, 50% of any net proceeds received from this transaction by way of a liquidation event of Sairopa by October 4, 2030, net of deductible expenses, will accrue to the benefit of the CVR holders. |
Basis of Presentation and Con_2
Basis of Presentation and Consolidation, Use of Estimates and Recent Accounting Pronouncements (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation and Consolidation 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 our 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 financial information. The results of operations for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 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, 2020 included in our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on April 7, 2021. The condensed consolidated financial statements include the accounts of Chinook Therapeutics, Inc. and our wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of expenses during the reporting periods. Such estimates include the valuation of intangible assets, acquired property and equipment, investments, contingent value rights, contingent consideration, redeemable convertible preferred stock tranche liability, lease right-of-use assets, and lease obligations, as well as |
Recent Accounting Pronouncements, Not Yet Adopted | Recent Accounting Pronouncements, Not Yet Adopted In June 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standard Update (“ASU”) No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. This ASU replaces the existing incurred loss impairment model with an expected loss model. It also eliminates the concept of other-than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. These changes will result in earlier recognition of credit losses. The standard is effective for smaller reporting companies in fiscal years beginning after December 15, 2022 with early adoption permitted for all periods beginning after December 15, 2018. We do not plan to early adopt ASU No. 2016-13 and are currently evaluating the impact the adoption of this ASU will have on our consolidated financial statements. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12 – Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes |
Cash, Cash Equivalents and Ma_2
Cash, Cash Equivalents and Marketable Securities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Cash And Cash Equivalents [Abstract] | |
Summary of Cash, Cash Equivalents and Marketable Securities | Cash, cash equivalents and marketable securities consisted of the following (in thousands): March 31, 2021 Amortized cost Unrealized gains Unrealized losses Estimated Fair Value Cash and cash equivalents: Cash $ 17,383 $ — $ — $ 17,383 Money market funds 127,811 — — 127,811 Certificate of deposit — — — — Commercial paper 22,899 — (1 ) 22,898 U.S. government and agency securities — — — — Total cash and cash equivalents $ 168,093 $ — $ (1 ) $ 168,092 Marketable securities: Commercial paper $ 38,483 $ — $ (6 ) $ 38,477 U.S. government and agency securities 15,999 2 (1 ) 16,000 Corporate debt securities — — — — Total marketable securities $ 54,482 $ 2 $ (7 ) $ 54,477 December 31, 2020 Amortized cost Unrealized gains Unrealized losses Estimated Fair Value Cash and cash equivalents: Cash $ 5,659 $ — $ — $ 5,659 Money market funds 113,592 — — 113,592 Certificate of deposit 157 — — 157 Commercial paper 40,844 — — 40,844 U.S. government and agency securities 27,498 — — 27,498 Total cash and cash equivalents $ 187,750 $ — $ — $ 187,750 Marketable securities: Commercial paper $ 35,089 $ — $ — $ 35,089 U.S. government and agency securities 26,026 6 (3 ) 26,029 Corporate debt securities 1,504 — — 1,504 Total marketable securities $ 62,619 $ 6 $ (3 ) $ 62,622 |
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 our available-for-sale marketable securities by contractual maturity are summarized below as of March 31, 2021 (in thousands): Amortized cost Unrealized gains Unrealized losses Estimated Fair Mature in one year or less $ 51,483 $ 2 $ (7 ) $ 51,478 Mature after one year through two years 2,999 — — 2,999 Total available-for-sale marketable securities $ 54,482 $ 2 $ (7 ) $ 54,477 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following tables present information about our financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values (in thousands): March 31, 2021 Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents: Cash and money market funds $ 145,194 $ — $ — $ 145,194 Commercial paper — 22,898 — 22,898 U.S. government and agency securities — — — — Total cash and cash equivalents 145,194 22,898 — 168,092 Marketable securities: Commercial paper — 38,477 — 38,477 U.S. government and agency securities — 16,000 — 16,000 Corporate debt securities — — — — Total marketable securities — 54,477 — 54,477 Total fair value of assets $ 145,194 $ 77,375 $ — $ 222,569 Liabilities: Contingent value rights liability $ — $ — $ 15,589 $ 15,589 Contingent consideration related to acquisition — — 1,830 1,830 Total fair value of liabilities $ — $ — $ 17,419 $ 17,419 December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents: Cash and money market funds $ 119,251 $ — $ — $ 119,251 Certificate of deposit — 157 — 157 Commercial paper — 40,844 — 40,844 U.S. government and agency securities — 27,498 — 27,498 Total cash and cash equivalents 119,251 68,499 — 187,750 Marketable securities: Commercial paper — 35,089 — 35,089 U.S. government and agency securities — 26,029 — 26,029 Corporate debt securities — 1,504 — 1,504 Total marketable securities — 62,622 — 62,622 Total fair value of assets $ 119,251 $ 131,121 $ — $ 250,372 Liabilities: Contingent value rights liability $ — $ — $ 13,780 $ 13,780 Contingent consideration related to acquisition — — 1,800 1,800 Total fair value of liabilities $ — $ — $ 15,580 $ 15,580 |
Summary of Changes in Fair Value of Level 3 Financial Instruments | The following table presents a summary of the changes in the fair value of our Level 3 financial instruments (in thousands): Contingent Value Rights Liability Contingent Consideration Related to Acquisition Balance at December 31, 2020 $ 13,780 $ 1,800 Net change in fair value upon remeasurement 1,809 30 Balance at March 31, 2021 $ 15,589 $ 1,830 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Summary of Property and Equipment, Net | Property and equipment, net consisted of the following (in thousands): March 31, December 31, 2021 2020 Research and lab equipment $ 3,443 $ 3,616 Computer equipment 984 921 Computer software 32 27 Furniture and fixtures 1,104 1,099 Leasehold improvements 16,116 16,111 Total property and equipment 21,679 21,774 Total accumulated depreciation (1,819 ) (1,148 ) Property and equipment, net $ 19,860 $ 20,626 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | The gross carrying amounts and net book value of intangible assets were as follows (in thousands): March 31, 2021 Gross Amount Accumulated Amortization Net Book Value Intangible assets with finite lives: Acquired license agreement $ 26,685 $ 790 $ 25,895 In-place lease 1,433 51 1,382 Total intangible assets with finite lives 28,118 841 27,277 Acquired in-process research and development assets ("IPR&D") 39,295 — 39,295 Total intangible and acquired IPR&D assets $ 67,413 $ 841 $ 66,572 December 31, 2020 Gross Amount Accumulated Amortization Net Book Value Intangible assets with finite lives: Acquired license agreement $ 26,685 $ 398 $ 26,287 In-place lease 1,433 24 1,409 Total intangible assets with finite lives 28,118 422 27,696 Acquired IPR&D assets 39,295 — 39,295 Total intangible and acquired IPR&D assets $ 67,413 $ 422 $ 66,991 |
Schedule of Finite-Lived Intangible Assets Estimated Future Amortization Expense | Based on finite-lived intangible assets recorded as of March 31, 2021, the estimated future amortization expense for the next five years is as follows (in thousands): Year Ending December 31, Estimated Amortization Expense 2021 (remaining nine months) $ 1,268 2022 1,722 2023 1,733 2024 1,733 2025 1,733 Thereafter 19,088 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets Estimated Future Amortization Expense | Based on finite-lived intangible assets recorded as of March 31, 2021, the estimated future amortization expense for the next five years is as follows (in thousands): Year Ending December 31, Estimated Amortization Expense 2021 (remaining nine months) $ 1,268 2022 1,722 2023 1,733 2024 1,733 2025 1,733 Thereafter 19,088 |
Accrued Liabilities and Other (
Accrued Liabilities and Other (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accrued Liabilities And Other Liabilities [Abstract] | |
Schedule of Accrued Liabilities and Other | Accrued liabilities and other consisted of the following (in thousands): March 31 December 31, 2021 2020 Research and development costs $ 8,288 $ 8,135 Compensation and benefits 3,612 4,530 Sublease rent and security deposit 303 1,400 Business taxes and licensing fees 792 898 Consulting and outside services 1,108 499 Other 383 212 Total accrued expenses and other liabilities $ 14,486 $ 15,674 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Maturity of Operating Lease Liabilities | The maturity of our operating lease liabilities as of March 31, 2021 is as follows (in thousands): Undiscounted Lease Payments Amounts 2021 (remaining nine months) $ 4,414 2022 6,115 2023 6,240 2024 6,352 2025 6,465 Thereafter 25,521 Total undiscounted lease payments 55,107 Present value adjustment 14,006 Total net lease liability $ 41,101 Net lease liability - current $ 3,135 Net lease liability - non-current 37,966 Total net lease liability $ 41,101 |
Schedule of Additional Information Related to Operating Leases | The following summarizes additional information related to operating leases: March 31, 2021 December 31, 2020 Weighted-average remaining lease terms (in years) Operating leases 8.6 8.8 Weighted-average discount rate Operating leases 7.1% 7.1% |
Common Stock (Tables)
Common Stock (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Restricted Stock Awards (RSAs) | |
Summary of RSA Activity | The following table summarizes RSA activity: RSAs Outstanding Number of RSAs Weighted- Average Grant Date Fair Value Per Share Balance—December 31, 2020 195,919 $ 0.00034 Vested (24,004 ) 0.00034 Balance—March 31, 2021 171,915 $ 0.00034 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Summary of Stock Option Activity | The following table summarizes stock option activity: Number of Shares Underlying Options Weighted- Average Exercise Price Aggregate Intrinsic Value (In thousands) Balance—December 31, 2020 5,513,581 $ 13.24 $ 38,433 Authorized — RSUs granted, net — Granted 906,125 15.21 Exercised (92,181 ) 5.40 $ 1,041 Canceled (116,189 ) 37.89 Balance—March 31, 2021 6,211,336 $ 13.19 $ 36,292 Options exercisable—March 31, 2021 2,212,280 $ 18.94 $ 13,882 Options vested and expected to vest—March 31, 2021 6,211,336 $ 13.19 $ 36,292 |
Summary of Restricted Stock Unit or RSU Activity | The following table summarizes RSU activity: RSUs Outstanding Number of RSUs Weighted- Average Grant Date Fair Share Balance—December 31, 2020 440,540 $ 14.51 Granted 363,207 15.21 Vested (105 ) 14.60 Forfeited (10,957 ) 14.76 Balance—March 31, 2021 792,685 $ 14.83 |
Summary of Stock-Based Compensation | Total stock Three Months Ended March 31, 2021 2020 Research and development $ 1,028 $ 40 General and administrative 1,450 60 Total stock-based compensation expense $ 2,478 $ 100 |
2015 ESPP | |
Schedule of Black Scholes Option-Pricing Model | The fair value of our common stock to be issued under the 2015 ESPP is estimated at the date of grant using a Black-Scholes option-pricing model with the following assumptions: Three Months Ended March 31, 2021 2020 Expected term (in years) 0.5 — Volatility 81.5% 0% Risk-free interest rate 0.1% 0% Dividend yield — — |
Stock Options | |
Schedule of Black Scholes Option-Pricing Model | The fair value of stock options is estimated at the date of grant using a Black-Scholes option-pricing model with the following weighted-average assumptions: Three Months Ended March 31, 2021 2020 Expected term (in years) 6.1 6.1 Volatility 79.2% 79.3% Risk-free interest rate 0.7% 0.9% Dividend yield — — |
Net Loss per Common Share (Tabl
Net Loss per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Net Loss Per Share | The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders, which excludes unvested restricted shares and shares which are legally outstanding, but subject to repurchase by us (in thousands, except share and per share amounts): Three Months Ended March 31, 2021 2020 Numerator: Net loss $ (37,215 ) $ (5,149 ) Denominator: Weighted-average shares outstanding 42,319,228 4,464,118 Less: weighted-average unvested restricted shares and shares subject to repurchase (183,661 ) (360,016 ) Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 42,135,567 4,104,102 Net loss per share attributable to common stockholders, basic and diluted $ (0.88 ) $ (1.25 ) |
Schedule of Potentially Dilutive Securities Excluded from Computation of Diluted Net Loss Per Share | The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share attributable to common stockholders for the period presented because including them would have been antidilutive: March 31, 2021 2020 Redeemable convertible preferred stock — 11,833,614 Conversion of redeemable convertible preferred stock issuable upon settlement of the redeemable convertible preferred stock tranche liability — 7,158,606 Common stock warrants 3,029 — Unvested restricted stock units 792,685 — Unvested restricted stock awards 171,915 343,201 Options to purchase common stock 6,211,336 1,726,341 Total 7,178,965 21,061,762 |
Basis of Presentation and Con_3
Basis of Presentation and Consolidation, Use of Estimates and Recent Accounting Pronouncements - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Change in accounting principle, accounting standards update, adopted | true |
Change in accounting principle, Accounting Standards Update, Adoption Date | Jan. 1, 2021 |
Change in accounting principle, accounting standards update, immaterial effect | true |
Accounting Standards Update [Extensible List] | us-gaap:AccountingStandardsUpdate201912Member |
Reverse Merger and Contingent_2
Reverse Merger and Contingent Value Rights - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Description of contingent value rights granted | one contingent value right (“CVR”) for each outstanding share of Aduro common stock |
Cash, Cash Equivalents and Ma_3
Cash, Cash Equivalents and Marketable Securities - Summary of Cash, Cash Equivalents and Marketable Securities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Cash And Cash Equivalents [Line Items] | ||
Cash and cash equivalents, Amortized cost | $ 168,093 | $ 187,750 |
Cash and cash equivalents, Unrealized losses | (1) | |
Cash and cash equivalents, Estimated Fair Value | 168,092 | 187,750 |
Marketable securities, Amortized cost | 54,482 | 62,619 |
Marketable securities, Unrealized gains | 2 | 6 |
Marketable securities, Unrealized losses | (7) | (3) |
Marketable securities, Estimated Fair Value | 54,477 | 62,622 |
Cash | ||
Cash And Cash Equivalents [Line Items] | ||
Cash and cash equivalents, Amortized cost | 17,383 | 5,659 |
Cash and cash equivalents, Estimated Fair Value | 17,383 | 5,659 |
Money Market Funds | ||
Cash And Cash Equivalents [Line Items] | ||
Cash and cash equivalents, Amortized cost | 127,811 | 113,592 |
Cash and cash equivalents, Estimated Fair Value | 127,811 | 113,592 |
Certificates of Deposit | ||
Cash And Cash Equivalents [Line Items] | ||
Cash and cash equivalents, Amortized cost | 157 | |
Cash and cash equivalents, Estimated Fair Value | 157 | |
Commercial Paper | ||
Cash And Cash Equivalents [Line Items] | ||
Cash and cash equivalents, Amortized cost | 22,899 | 40,844 |
Cash and cash equivalents, Unrealized losses | (1) | |
Cash and cash equivalents, Estimated Fair Value | 22,898 | 40,844 |
Marketable securities, Amortized cost | 38,483 | 35,089 |
Marketable securities, Unrealized losses | (6) | |
Marketable securities, Estimated Fair Value | 38,477 | 35,089 |
U.S. Government and Agency Securities | ||
Cash And Cash Equivalents [Line Items] | ||
Cash and cash equivalents, Amortized cost | 27,498 | |
Cash and cash equivalents, Estimated Fair Value | 27,498 | |
Marketable securities, Amortized cost | 15,999 | 26,026 |
Marketable securities, Unrealized gains | 2 | 6 |
Marketable securities, Unrealized losses | (1) | (3) |
Marketable securities, Estimated Fair Value | $ 16,000 | 26,029 |
Corporate Debt Securities | ||
Cash And Cash Equivalents [Line Items] | ||
Marketable securities, Amortized cost | 1,504 | |
Marketable securities, Estimated Fair Value | $ 1,504 |
Cash, Cash Equivalents and Ma_4
Cash, Cash Equivalents and Marketable Securities - Summary of Amortized Cost and Estimated Fair Value of Available-for-Sale Marketable Securities by Contractual Maturity (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Fair Value Disclosures [Abstract] | ||
Mature in one year or less, Amortized cost | $ 51,483 | |
Mature after one year through two years, Amortized cost | 2,999 | |
Marketable securities, Amortized cost | 54,482 | $ 62,619 |
Mature in one year or less, Unrealized gains | 2 | |
Total available-for-sale marketable securities, Unrealized gains | 2 | 6 |
Mature in one year or less, Unrealized losses | (7) | |
Total available-for-sale marketable securities, Unrealized losses | (7) | (3) |
Mature in one year or less, Estimated Fair Value | 51,478 | |
Mature after one year through two years, Estimated Fair Value | 2,999 | |
Total available-for-sale marketable securities, Estimated Fair Value | $ 54,477 | $ 62,622 |
Cash, Cash Equivalents and Ma_5
Cash, Cash Equivalents and Marketable Securities - Additional Information (Details) | Mar. 31, 2021USD ($) |
Cash And Cash Equivalents [Abstract] | |
Marketable securities in continuous unrealized loss position | $ 0 |
Investment in portfolio temporary impaired | $ 0 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Assets: | ||
Cash and cash equivalents, Estimated Fair Value | $ 168,092 | $ 187,750 |
Marketable securities | 54,477 | 62,622 |
Assets | 222,569 | 250,372 |
Liabilities: | ||
Liabilities | 17,419 | 15,580 |
Contingent Value Rights Liability | ||
Liabilities: | ||
Liabilities | 15,589 | 13,780 |
Contingent Consideration Related To Acquisition | ||
Liabilities: | ||
Liabilities | 1,830 | 1,800 |
Cash and Money Market Funds | ||
Assets: | ||
Cash and cash equivalents, Estimated Fair Value | 145,194 | 119,251 |
Certificates of Deposit | ||
Assets: | ||
Cash and cash equivalents, Estimated Fair Value | 157 | |
Commercial Paper | ||
Assets: | ||
Cash and cash equivalents, Estimated Fair Value | 22,898 | 40,844 |
Marketable securities | 38,477 | 35,089 |
U.S. Government and Agency Securities | ||
Assets: | ||
Cash and cash equivalents, Estimated Fair Value | 27,498 | |
Marketable securities | 16,000 | 26,029 |
Corporate Debt Securities | ||
Assets: | ||
Marketable securities | 1,504 | |
Level 1 | ||
Assets: | ||
Cash and cash equivalents, Estimated Fair Value | 145,194 | 119,251 |
Assets | 145,194 | 119,251 |
Level 1 | Cash and Money Market Funds | ||
Assets: | ||
Cash and cash equivalents, Estimated Fair Value | 145,194 | 119,251 |
Level 2 | ||
Assets: | ||
Cash and cash equivalents, Estimated Fair Value | 22,898 | 68,499 |
Marketable securities | 54,477 | 62,622 |
Assets | 77,375 | 131,121 |
Level 2 | Certificates of Deposit | ||
Assets: | ||
Cash and cash equivalents, Estimated Fair Value | 157 | |
Level 2 | Commercial Paper | ||
Assets: | ||
Cash and cash equivalents, Estimated Fair Value | 22,898 | 40,844 |
Marketable securities | 38,477 | 35,089 |
Level 2 | U.S. Government and Agency Securities | ||
Assets: | ||
Cash and cash equivalents, Estimated Fair Value | 27,498 | |
Marketable securities | 16,000 | 26,029 |
Level 2 | Corporate Debt Securities | ||
Assets: | ||
Marketable securities | 1,504 | |
Level 3 | ||
Liabilities: | ||
Liabilities | 17,419 | 15,580 |
Level 3 | Contingent Value Rights Liability | ||
Liabilities: | ||
Liabilities | 15,589 | 13,780 |
Level 3 | Contingent Consideration Related To Acquisition | ||
Liabilities: | ||
Liabilities | $ 1,830 | $ 1,800 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Changes in Fair Value of Level 3 Financial Instruments (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Contingent Value Rights Liability | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Balance at December 31, 2020 | $ 13,780 |
Net change in fair value upon remeasurement | 1,809 |
Balance at March 31, 2021 | 15,589 |
Contingent Consideration Related To Acquisition | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Balance at December 31, 2020 | 1,800 |
Net change in fair value upon remeasurement | 30 |
Balance at March 31, 2021 | $ 1,830 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Fair Value Disclosures [Abstract] | |
Change in fair value of contingent value rights liability and the contingent consideration related to acquisition | $ 1.8 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 21,679 | $ 21,774 |
Total accumulated depreciation | (1,819) | (1,148) |
Property and equipment, net | 19,860 | 20,626 |
Research and Lab Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 3,443 | 3,616 |
Computer Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 984 | 921 |
Computer Software | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 32 | 27 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 1,104 | 1,099 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 16,116 | $ 16,111 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Property and equipment | $ 19,860 | $ 20,626 |
Canada | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | $ 3,600 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Goodwill And Intangible Assets [Line Items] | |||
Goodwill | $ 22,441 | $ 22,441 | |
Amortization of intangible assets | $ 420 | $ 0 | |
Novartis | |||
Goodwill And Intangible Assets [Line Items] | |||
Intangible assets, weighted average period | 16 years 8 months 12 days | ||
Novartis | Minimum | |||
Goodwill And Intangible Assets [Line Items] | |||
Intangible assets, amortization period | 9 years | ||
Novartis | Maximum | |||
Goodwill And Intangible Assets [Line Items] | |||
Intangible assets, amortization period | 17 years |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Finite Lived Intangible Assets, Gross Carrying Amount | $ 28,118 | $ 28,118 |
Finite Lived Intangible Assets, Accumulated Amortization | 841 | 422 |
Intangible assets, net | 27,277 | 27,696 |
Intangible Assets, Gross Carrying Amount | 67,413 | 67,413 |
Intangible assets, Net Book Value | 66,572 | 66,991 |
Acquired IPR&D assets | ||
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Indefinite-Lived Intangible Assets, Gross Carrying Amount | 39,295 | 39,295 |
Indefinite-Lived Intangible Assets, Net Book Value | 39,295 | 39,295 |
Acquired license agreement | ||
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Finite Lived Intangible Assets, Gross Carrying Amount | 26,685 | 26,685 |
Finite Lived Intangible Assets, Accumulated Amortization | 790 | 398 |
Intangible assets, net | 25,895 | 26,287 |
In Place Lease | ||
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Finite Lived Intangible Assets, Gross Carrying Amount | 1,433 | 1,433 |
Finite Lived Intangible Assets, Accumulated Amortization | 51 | 24 |
Intangible assets, net | $ 1,382 | $ 1,409 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Schedule of Finite-Lived Intangible Assets Estimated Future Amortization Expense (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
2021 (remaining nine months) | $ 1,268 |
2022 | 1,722 |
2023 | 1,733 |
2024 | 1,733 |
2025 | 1,733 |
Thereafter | $ 19,088 |
Accrued Liabilities and Other -
Accrued Liabilities and Other - Schedule of Accrued Liabilities and Other (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Accrued Liabilities And Other Liabilities [Abstract] | ||
Research and development costs | $ 8,288 | $ 8,135 |
Compensation and benefits | 3,612 | 4,530 |
Sublease rent and security deposit | 303 | 1,400 |
Business taxes and licensing fees | 792 | 898 |
Consulting and outside services | 1,108 | 499 |
Other | 383 | 212 |
Total accrued expenses and other liabilities | $ 14,486 | $ 15,674 |
Collaboration and License Agr_2
Collaboration and License Agreements - Additional Information (Details) - USD ($) | Dec. 16, 2019 | Mar. 31, 2021 | Mar. 31, 2020 |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Issuance of common stock | $ 1,000 | ||
AbbVie Agreement | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Common stock shares issued | 1,999,415 | ||
Issuance of common stock | $ 6,700,000 | ||
Milestone payment | $ 0 | $ 0 | |
AbbVie Agreement | Maximum | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Contingent development, regulatory and commercial milestone payments | $ 135,000,000 | ||
Merck | 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 | Maximum | Product | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Milestone amount eligible to receive for products or product candidates | 135,000,000 | ||
Lilly Agreement | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Deferred revenue | 400,000 | ||
Novartis Agreement | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Payable as research and development expense | $ 200,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | 3 Months Ended | ||
Mar. 31, 2021USD ($)ft²LeaseFacility | Mar. 31, 2020USD ($) | Feb. 28, 2019$ / sharesshares | |
Operating Leased Assets [Line Items] | |||
Redeemable convertible preferred stock, shares authorized | shares | 18,992,220 | ||
Redeemable convertible preferred stock, shares issued | shares | 18,992,220 | ||
Redeemable convertible preferred stock, par value per share | $ / shares | $ 0.0001 | ||
Redeemable convertible preferred stock, purchase price per share | $ / shares | $ 3.4225 | ||
Change in fair value of redeemable convertible preferred stock tranche liability | $ 1,179,000 | ||
Number of lease facility | LeaseFacility | 3 | ||
Sublease Income | $ 25,500 | 25,500 | |
Aggregate sublease income to be earned | 69,600,000 | ||
Letter of credit outstanding | 1,800,000 | ||
Operating leases rent expense | 2,100,000 | 100,000 | |
Operating leases variable lease payments | $ 600,000 | ||
CANADA | Sublease | |||
Operating Leased Assets [Line Items] | |||
Total square footage of leased property | ft² | 90,000 | ||
Sublease Income | $ 1,400,000 | 0 | |
Minimum | |||
Operating Leased Assets [Line Items] | |||
Operating lease, remaining lease term | 9 months | ||
Maximum | |||
Operating Leased Assets [Line Items] | |||
Operating lease, remaining lease term | 9 years | ||
Operating leases variable lease payments | $ 100,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Maturity of Company's Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Commitments And Contingencies Disclosure [Abstract] | ||
2021 (remaining nine months) | $ 4,414 | |
2022 | 6,115 | |
2023 | 6,240 | |
2024 | 6,352 | |
2025 | 6,465 | |
Thereafter | 25,521 | |
Total undiscounted lease payments | 55,107 | |
Present value adjustment | 14,006 | |
Total net lease liability | 41,101 | |
Net lease liability - current | 3,135 | $ 3,045 |
Net lease liability - non-current | 37,966 | $ 38,709 |
Total net lease liability | $ 41,101 |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Additional Information Related to Operating Leases (Details) | Mar. 31, 2021 | Dec. 31, 2020 |
Weighted-average remaining lease terms (in years) | ||
Operating leases | 8 years 7 months 6 days | 8 years 9 months 18 days |
Weighted-average discount rate | ||
Operating leases | 7.10% | 7.10% |
Common Stock - Additional Infor
Common Stock - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | |
Apr. 30, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | |
Class Of Stock [Line Items] | |||
Warrants outstanding | 3,029 | ||
Weighted average exercise price of warrants | $ 0.52 | ||
Issuance of common stock | $ 1 | ||
Subsequent Event | At-the-Market Offering | 2021 Sales Agreement | Cantor Fitzgerald & Co. and SVB Leerink LLC | |||
Class Of Stock [Line Items] | |||
Commission on sales of common stock, percentage | 3.00% | ||
Issuance of common stock (in shares) | 2,200,000 | ||
Issuance of common stock | $ 35,000 | ||
Aggregate offering available for issuance of common stock | $ 40,000 | ||
Agreement maturity date | Apr. 7, 2024 | ||
Restricted Stock Awards (RSAs) | |||
Class Of Stock [Line Items] | |||
Fair value of RSAs vested | $ 400 | ||
Minimum | |||
Class Of Stock [Line Items] | |||
Warrant expiration date | 2021 | ||
Maximum | |||
Class Of Stock [Line Items] | |||
Warrant expiration date | 2023 | ||
Maximum | Subsequent Event | At-the-Market Offering | 2021 Sales Agreement | Cantor Fitzgerald & Co. and SVB Leerink LLC | |||
Class Of Stock [Line Items] | |||
Aggregate offering price from offer and sale of common stock | $ 75,000 |
Common Stock - Summary of RSA A
Common Stock - Summary of RSA Activity (Details) - Restricted Stock Awards (RSAs) | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Restricted Stock, Beginning balance | shares | 195,919 |
Number of Restricted Stock, Vested | shares | (24,004) |
Number of Restricted Stock, Ending balance | shares | 171,915 |
Weighted-Average Grant Date Fair Value per Share, Beginning Balance | $ / shares | $ 0.00034 |
Weighted-Average Grant Date Fair Value per Share, Vested | $ / shares | 0.00034 |
Weighted-Average Grant Date Fair Value per Share, Ending Balance | $ / shares | $ 0.00034 |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | ||
Feb. 28, 2019IncentivePlanshares | Mar. 31, 2021USD ($)$ / sharesshares | Mar. 31, 2020$ / shares | Dec. 31, 2020shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of equity incentive plans | IncentivePlan | 2 | |||
Number of common shares, granted | 906,125 | |||
Number of shares available for future grant | 1,523,632 | 894,227 | ||
Weighted average grant-date fair value of options granted | $ / shares | $ 10.33 | $ 3.45 | ||
Unrecognized compensation expense | $ | $ 27.5 | |||
Weighted-average period of unrecognized compensation expense | 3 years 2 months 12 days | |||
Restricted Stock Units (RSUs) | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Weighted-average period of unrecognized compensation expense | 2 years 8 months 12 days | |||
Unrecognized stock-based compensation expense related to RSUs | $ | $ 10.5 | |||
2009 Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of common shares, granted | 0 | |||
2015 Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Reverse stock split | one-for-five | |||
2015 ESPP | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of shares available for future grant | 721,495 |
Stock-based Compensation - Summ
Stock-based Compensation - Summary of Stock Option Activity (Details) $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Options Outstanding, Number of Shares Underlying Options, Beginning balance | shares | 5,513,581 |
Number of common shares, granted | shares | 906,125 |
Options Outstanding, Number of Shares Underlying Options, Exercised | shares | (92,181) |
Options Outstanding, Number of Shares Underlying Options, Canceled | shares | (116,189) |
Options Outstanding, Number of Shares Underlying Options, Ending balance | shares | 6,211,336 |
Options Outstanding, Number of Shares Underlying Options, Options exercisable | shares | 2,212,280 |
Options Outstanding, Number of Shares Underlying Options, Options vested and expected to vest | shares | 6,211,336 |
Options Outstanding, Weighted-Average Exercise Price, Beginning balance | $ / shares | $ 13.24 |
Options Outstanding, Weighted-Average Exercise Price, Granted | $ / shares | 15.21 |
Options Outstanding, Weighted-Average Exercise Price, Exercised | $ / shares | 5.40 |
Options Outstanding, Weighted-Average Exercise Price, Canceled | $ / shares | 37.89 |
Options Outstanding, Weighted-Average Exercise Price, Ending balance | $ / shares | 13.19 |
Options Outstanding, Weighted-Average Exercise Price, Options exercisable | $ / shares | 18.94 |
Options Outstanding, Weighted-Average Exercise Price, Options vested and expected to vest | $ / shares | $ 13.19 |
Options Outstanding, Aggregate Intrinsic Value, Balance | $ | $ 38,433 |
Options Outstanding, Aggregate Intrinsic Value, Options Exercised | $ | 1,041 |
Options Outstanding, Aggregate Intrinsic Value, Balance | $ | 36,292 |
Options Outstanding, Aggregate Intrinsic Value, Options exercisable-March 31, 2021 | $ | 13,882 |
Options Outstanding, Aggregate Intrinsic Value, Options vested and expected to vest-March 31, 2021 | $ | $ 36,292 |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule of Black Scholes Option-Pricing Model (Details) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
2015 ESPP | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term (in years) | 6 months | |
Volatility | 81.50% | 0.00% |
Risk-free interest rate | 0.10% | 0.00% |
Stock Options | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term (in years) | 6 years 1 month 6 days | 6 years 1 month 6 days |
Volatility | 79.20% | 79.30% |
Risk-free interest rate | 0.70% | 0.90% |
Stock-based Compensation - Su_2
Stock-based Compensation - Summary of Restricted Stock Unit or RSU Activity (Details) - Restricted Stock Units (RSUs) | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Restricted Stock, Beginning balance | shares | 440,540 |
Number of Restricted Stock, Granted | shares | 363,207 |
Number of Restricted Stock, Vested | shares | (105) |
Number of Restricted Stock, Forfeited | shares | (10,957) |
Number of Restricted Stock, Ending balance | shares | 792,685 |
Weighted-Average Grant Date Fair Value per Share, Beginning Balance | $ / shares | $ 14.51 |
Weighted-Average Grant Date Fair Value Per Share, Granted | $ / shares | 15.21 |
Weighted-Average Grant Date Fair Value per Share, Vested | $ / shares | 14.60 |
Weighted-Average Grant Date Fair Value Per Share, Forfeited | $ / shares | 14.76 |
Weighted-Average Grant Date Fair Value per Share, Ending Balance | $ / shares | $ 14.83 |
Stock-based Compensation - Su_3
Stock-based Compensation - Summary of Stock-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | $ 2,478 | $ 100 |
Research and Development | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | 1,028 | 40 |
General and Administrative | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | $ 1,450 | $ 60 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||
Sublease Income | $ 25,500 | $ 25,500 | |
Amounts receivable from related party | $ 0 | ||
Services Agreement | |||
Related Party Transaction [Line Items] | |||
Related party transaction, description | Under a services agreement with an affiliate of a stockholder, such related party has provided us with office space, equipment, furniture, and other services, including outsourced personnel and support services, which are billed to us at cost plus 10 percent markup. | ||
Payments to related party | $ 0 | 100,000 | |
Services Agreement | Accrued and Other Current Liabilities | |||
Related Party Transaction [Line Items] | |||
Owed to related party | 100,000 | $ 200,000 | |
Maximum | |||
Related Party Transaction [Line Items] | |||
Amount received from related party for rent and operating expenses | 100,000 | $ 100,000 | |
Amounts receivable from related party | $ 100,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Income Tax Contingency [Line Items] | |||
Income tax expense (benefit) | $ 0 | $ 0 | |
State | |||
Income Tax Contingency [Line Items] | |||
Net operating loss carryforwards | $ 500,000 | ||
Operating loss carryforwards expiration year | 2040 | ||
State | Earliest Tax Year | |||
Income Tax Contingency [Line Items] | |||
Open tax year | Dec. 31, 2017 | ||
State | Latest Tax Year | |||
Income Tax Contingency [Line Items] | |||
Open tax year | Dec. 31, 2020 | ||
Foreign | |||
Income Tax Contingency [Line Items] | |||
Net operating loss carryforwards | 21,400,000 | ||
Operating loss carryforwards expiration year | 2026 | ||
Tax credit carryforwards | $ 1,300,000 | ||
Tax credit carryforwards expiration year | 2039 | ||
U.S. Federal | |||
Income Tax Contingency [Line Items] | |||
Net operating loss carryforwards | $ 14,400,000 | ||
U.S. Federal | Earliest Tax Year | |||
Income Tax Contingency [Line Items] | |||
Open tax year | Dec. 31, 2017 | ||
U.S. Federal | Latest Tax Year | |||
Income Tax Contingency [Line Items] | |||
Open tax year | Dec. 31, 2020 | ||
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 Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (37,215) | $ (5,149) |
Weighted-average shares outstanding | 42,319,228 | 4,464,118 |
Less: weighted-average unvested restricted shares and shares subject to repurchase | (183,661) | (360,016) |
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted | 42,135,567 | 4,104,102 |
Net loss per share attributable to common stockholders, basic and diluted | $ (0.88) | $ (1.25) |
Net Loss per Common Share - S_2
Net Loss per Common Share - Schedule of Potentially Dilutive Securities Excluded from Computation of Diluted Net Loss Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potential dilutive securities excluded from diluted net loss per share would have been antidilutive | 7,178,965 | 21,061,762 |
Redeemable Convertible Preferred Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potential dilutive securities excluded from diluted net loss per share would have been antidilutive | 11,833,614 | |
Conversion of Redeemable Convertible Preferred Stock Issuable Upon Settlement of Redeemable Convertible Preferred Stock Tranche Liability | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potential dilutive securities excluded from diluted net loss per share would have been antidilutive | 7,158,606 | |
Common Stock Warrants | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potential dilutive securities excluded from diluted net loss per share would have been antidilutive | 3,029 | |
Unvested Restricted Stock Units | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potential dilutive securities excluded from diluted net loss per share would have been antidilutive | 792,685 | |
Unvested Restricted Stock Awards | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potential dilutive securities excluded from diluted net loss per share would have been antidilutive | 171,915 | 343,201 |
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 share would have been antidilutive | 6,211,336 | 1,726,341 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) | Apr. 02, 2021 |
Subsequent Event | CVR Agreement | Sairopα B.V. | |
Subsequent Event [Line Items] | |
Percentage of net proceeds received from transaction of liquidation event | 50.00% |