Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Feb. 11, 2020 | Jun. 30, 2019 | |
Document and Entity Information | |||
Entity Registrant Name | GENOCEA BIOSCIENCES, INC. | ||
Entity Central Index Key | 0001457612 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 27,643,773 | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Shell Company | false | ||
Entity Public Float | $ 73,983,101 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 40,127 | $ 26,361 |
Prepaid expenses and other current assets | 1,457 | 696 |
Total current assets | 41,584 | 27,057 |
Property and equipment, net | 2,617 | 2,582 |
Finance and Operating Lease, Right-of-Use Asset | 6,306 | 0 |
Restricted cash | 6,156 | |
Restricted cash | 631 | 316 |
Other non-current assets | 1,473 | 1,160 |
Total assets | 52,611 | 31,115 |
Current liabilities: | ||
Accounts payable | 553 | 1,659 |
Accrued expenses and other current liabilities | 4,611 | 3,816 |
Lease liabilities | 1,117 | 0 |
Current portion of long-term debt | 0 | 5,257 |
Total current liabilities | 6,281 | 10,732 |
Non-current liabilities: | ||
Long-term debt, net of current portion | 13,407 | 9,565 |
Warrant liability | 2,486 | 3,472 |
Lease liabilities, net of current portion | 5,395 | 0 |
Other non-current liabilities | 0 | 11 |
Total liabilities | 27,569 | 23,780 |
Commitments and contingencies (Note 6) | ||
Stockholders’ equity: | ||
Preferred stock, $0.001 par value; (shares authorized of 25,000,000 at December 31, 2019 and 2018; 1,635 shares issued and outstanding at December 31, 2019 and 2018) | 701 | 701 |
Common stock, $0.001 par value; (shares authorized of 85,000,000 and 250,000,000 at December 31, 2019 and 2018; 27,452,900 shares issued and outstanding at December 31, 2019 and 10,846,397 shares issued and outstanding at December 31, 2018) | 27 | 11 |
Additional paid-in capital | 355,268 | 298,627 |
Accumulated deficit | (330,954) | (292,004) |
Total stockholders’ equity | 25,042 | 7,335 |
Total liabilities and stockholders’ equity | $ 52,611 | $ 31,115 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par or stated value per share (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 25,000,000 | 25,000,000 |
Preferred stock, shares issued (in dollars per share) | 1,635,000 | 1,635,000 |
Preferred Stock, Shares Outstanding | 1,635,000 | 1,635,000 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 85,000,000 | 250,000,000 |
Common stock, shares issued (in shares) | 27,453,651 | 10,846,397 |
Common stock, shares outstanding | 27,453,651 | 10,846,397 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Operating expenses: | ||
Research and development | $ 26,952 | $ 25,209 |
General and administrative | 12,037 | 14,309 |
Total operating expenses | 38,989 | 39,518 |
Loss from operations | (38,989) | (39,518) |
Other income (expense): | ||
Change in fair value of warrant | 986 | 14,757 |
Interest expense, net | (946) | (1,021) |
Other expense | (1) | (2,029) |
Total other income | 39 | 11,707 |
Net loss | (38,950) | (27,811) |
Comprehensive loss | $ (38,950) | $ (27,811) |
Net loss per share - basic and diluted (in USD per share) | $ (1.89) | $ (2.69) |
Weighted-average number of common shares used in computing net loss per share (in shares) | 20,644 | 10,321 |
Consolidated Statements of Conv
Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) shares in Thousands, $ in Thousands | Total | Secondary public offering | Employee stock purchase plan | Common Shares | Common SharesSecondary public offering | Common SharesEmployee stock purchase plan | Preferred Shares | Preferred SharesSecondary public offering | Additional Paid-In Capital | Additional Paid-In CapitalSecondary public offering | Additional Paid-In CapitalEmployee stock purchase plan | Accumulated Deficit |
Balance - Stockholders' Equity (Deficit) at Dec. 31, 2017 | $ (6,050) | $ 3 | $ 258,140 | $ (264,193) | ||||||||
Balance - Stockholders' Equity (Deficit) (in shares) at Dec. 31, 2017 | 3,592 | 0 | ||||||||||
Increase (Decrease) in Redeemable Convertible Preferred Stock and Stockholders' (Deficit) Equity | ||||||||||||
Issuance of common stock | $ 38,786 | $ 67 | $ 8 | $ 38,077 | $ 67 | |||||||
Issuance of common stock (in shares) | 7,230 | 25 | 701 | |||||||||
Stock-based compensation expense | 2,153 | 2,153 | ||||||||||
Issuance of warrants in connection with debt modification | 190 | 190 | ||||||||||
Net loss | (27,811) | (27,811) | ||||||||||
Balance - Stockholders' Equity (Deficit) at Dec. 31, 2018 | 7,335 | $ 11 | 298,627 | (292,004) | ||||||||
Balance - Stockholders' Equity (Deficit) (in shares) at Dec. 31, 2018 | 10,847 | 701 | ||||||||||
Increase (Decrease) in Redeemable Convertible Preferred Stock and Stockholders' (Deficit) Equity | ||||||||||||
Issuance of common stock | $ 54,669 | $ 130 | $ 16 | $ 54,653 | $ 130 | |||||||
Issuance of common stock (in shares) | 16,530 | 71 | ||||||||||
Exercise of stock options | 21 | 21 | ||||||||||
Exercise of stock options (in shares) | 5 | |||||||||||
Stock-based compensation expense | 1,837 | 1,837 | ||||||||||
Net loss | (38,950) | (38,950) | ||||||||||
Balance - Stockholders' Equity (Deficit) at Dec. 31, 2019 | $ 25,042 | $ 27 | $ 355,268 | $ (330,954) | ||||||||
Balance - Stockholders' Equity (Deficit) (in shares) at Dec. 31, 2019 | 27,453 | 701 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Operating activities | ||
Net loss | $ (38,950) | $ (27,811) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization | 1,097 | 1,088 |
Stock-based compensation | 1,837 | 2,153 |
Allocation of proceeds to transaction expenses | 0 | 2,115 |
Change in fair value of warrant liability | (986) | (14,757) |
Gain on sale of equipment | (29) | (78) |
Write-off of deferred financing fees | 110 | 355 |
Non-cash interest expense | 504 | 643 |
Changes in operating assets and liabilities | ||
Prepaid expenses and other current assets | (803) | 53 |
Right of use assets, net of lease liabilities | 206 | |
Other non-current assets | (423) | (989) |
Accounts payable | (1,106) | (2,103) |
Accrued expenses and other liabilities | 809 | (1,904) |
Net cash used in operating activities | (37,734) | (41,235) |
Investing activities | ||
Purchases of property and equipment | (1,135) | (241) |
Proceeds from sale of equipment | 48 | 110 |
Net cash used in investing activities | (1,087) | (131) |
Financing activities | ||
Proceeds from equity offerings, net of issuance costs | 54,669 | 55,458 |
Payment of deferred financing costs | 0 | (127) |
Proceeds from long-term debt | 0 | 592 |
Repayment of long-term debt | (1,919) | (535) |
Proceeds from exercise of stock options | 21 | 0 |
Proceeds from the issuance of common stock under ESPP | 130 | 67 |
Net cash provided by financing activities | 52,901 | 55,455 |
Net increase in cash, cash equivalents and restricted cash | 14,080 | 14,089 |
Cash, cash equivalents and restricted cash at beginning of period | 26,678 | 12,589 |
Cash, cash equivalents and restricted cash at end of period | 40,758 | 26,678 |
Non-cash financing activities and supplemental cash flow information | ||
Cash paid in connection with operating lease liabilities | 1,637 | 0 |
Cash paid for interest | 1,103 | 1,074 |
Warrants issued in connection with debt modification | $ 0 | $ 190 |
Organization and operations
Organization and operations | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and operations | Organization and operations The Company Genocea Biosciences, Inc. (the “Company”) is a biopharmaceutical company that was incorporated in Delaware on August 16, 2006 and has a principal place of business in Cambridge, Massachusetts. The Company seeks to discover and develop novel cancer immunotherapies using its ATLAS TM proprietary discovery platform. The ATLAS platform profiles each patient's CD4 + and CD8 + T cell immune responses to every potential target or "antigen" in that patient's tumor. The Company believes that this approach optimizes antigen selection for immunotherapies such as cancer vaccines and cellular therapies. Consequently, the Company believes that ATLAS could lead to more immunogenic and efficacious cancer immunotherapies. The Company’s most advanced program is GEN-009, a personalized neoantigen cancer vaccine, for which it is conducting a Phase 1/2a clinical trial. The GEN-009 program uses ATLAS to identify neoantigens, or immunogenic tumor mutations unique to each patient, for inclusion in each patient's GEN-009 vaccine. The Company is also advancing GEN-011, a neoantigen-specific adoptive T cell therapy program that also relies on ATLAS, and is targeting an IND filing for GEN-011 in the second quarter of 2020. The Company is devoting substantially all of its efforts to product research and development, initial market development, and raising capital. The Company has not generated any product revenue related to its primary business purpose to date and is subject to a number of risks and uncertainties common to companies in the biotech and pharmaceutical industry, including, but not limited to, the risks associated with the uncertainty of success of its preclinical and clinical trials; the challenges associated with gaining regulatory approval of product candidates; the risks associated with commercializing pharmaceutical products, if approved for marketing and sale; the potential for development by third parties of new technological innovations that may compete with the Company’s products; the dependence on key personnel; the challenges of protecting proprietary technology; the need to comply with government regulations; the high costs of drug development; compliance with government regulations, competition from companies with greater financial, technological and other resources; and the uncertainty of being able to secure additional capital when needed to fund operations. Accounting Standards Update ("ASU"), 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40) , also referred to as Accounting Standards Codification ("ASC") 205-40 (“ASC 205-40”), requires the Company to evaluate whether conditions and/or events raise substantial doubt about its ability to meet its future financial obligations as they become due within one year after the financial statements are issued. As of December 31, 2019 , the Company had an accumulated deficit of $331.0 million and anticipates that it will continue to incur significant operating losses for the foreseeable future as it continues to develop its product candidates. Until such time, if ever, as the Company can generate substantial product revenue and achieve profitability, the Company expects to finance its cash needs through a combination of equity offerings, strategic transactions, and other sources of funding. If the Company is unable to raise additional funds when needed, the Company may be required to implement further cost reduction strategies, including ceasing development of GEN-009, GEN-011, and other corporate programs and activities. As reflected in the consolidated financial statements, the Company had available cash and cash equivalents of $40.1 million at December 31, 2019. In addition, the Company had cash used in operating activities of $37.7 million for the year ended December 31, 2019. These factors, combined with the Company’s forecast of cash required to fund operations for a period of at least one year from the date of issuance of these consolidated financial statements, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. Effective May 22, 2019, the Company effected a reverse stock split of its issued and outstanding common stock, par value $0.001 , at a ratio of one-for-eight, and decreased the number of authorized shares of common stock from 250,000,000 shares to 85,000,000 shares. The share and per share information presented in these financial statements and related notes have been retroactively adjusted to reflect the one-for-eight reverse stock split. |
Summary of significant accounti
Summary of significant accounting policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | Summary of significant accounting policies The following is a summary of significant accounting policies followed in the preparation of these financial statements. Basis of presentation and principles of consolidation The accompanying consolidated financial statements include those accounts of the Company and a wholly-owned subsidiary after elimination of all intercompany accounts and transactions. The Company operates as one segment, which is discovering, researching, developing and commercializing novel cancer immunotherapies. Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. On an ongoing basis, the Company’s management evaluates its estimates, which include, but are not limited to, estimates related to clinical trial accruals, estimates related to prepaid and accrued research and development expenses, stock-based compensation expense, and warrants to purchase redeemable securities. The Company bases its estimates on historical experience and other market-specific or other relevant assumptions that it believes to be reasonable under the circumstances. Actual results may differ from those estimates or assumptions. Cash and cash equivalents The Company considers only those investments which are highly liquid, readily convertible to cash and that mature within three months from date of purchase to be cash equivalents. The carrying values of money market funds approximate fair value due to their short-term maturities. Prepaid research and development Cash advances paid by the Company prior to receipt of preclinical or clinical material and preclinical and clinical trial services are recorded as prepaid research and development costs. The prepayments are applied against future research and development costs. The Company expects the carrying value of prepaid research and development costs to be fully realized. Property and equipment Property and equipment is stated at cost, less accumulated depreciation. Maintenance and repairs that do not improve or extend the lives of the respective assets are expensed to operations as incurred, while costs of major additions and betterments are capitalized. Upon disposal, the related cost and accumulated depreciation is removed from the accounts and any resulting gain or loss is included in the statements of operations and comprehensive loss. Depreciation is recorded using the straight-line method over the estimated useful lives of the respective assets, which are as follows: Asset Estimated useful life Laboratory equipment 5 Furniture and office equipment 5 Computer hardware and software 3-5 years Leasehold improvements Shorter of the useful life or remaining lease term Development of software for internal use The Company accounts for the costs of software developed or obtained for internal use in accordance with ASC 350-40, Internal-Use Software (“ASC 350-40”). Costs of materials, consultants, payroll, and payroll-related costs for employees incurred in developing internal-use software are capitalized as incurred. These costs are included in property and equipment, net on the consolidated balance sheet. Costs incurred during the preliminary project and post-implementation stages are charged to expense. Amortization is recorded using the straight-line method over the estimated useful lives of the respective asset which is three to five years . Impairment of long-lived assets The Company evaluates long-lived assets for potential impairment when events or changes in circumstances indicate the carrying value of the assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. In the event that such cash flows are not expected to be sufficient to recover the carrying amount of the asset, the assets are written down to their estimated fair values. Long-lived assets to be disposed are reported at the lower of the carrying amount or fair value less cost to sell. The Company recognized no asset impairment losses in the years ended December 31, 2019 and 2018 . Deferred financing costs Offering costs primarily consist of direct and incremental expenses incurred related to debt and equity financing in accordance with ASU 2015-03, Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”). The Company presents debt issuance costs related to a recognized debt liability in the balance sheet as a direct deduction of the carrying value of the debt liability, consistent with the accounting treatment of debt discounts in accordance with ASU 2015-03. The amortization of deferred debt financing costs follows the effective interest rate method. Fair value of financial instruments The Company has certain financial assets and liabilities recorded at fair value which have been classified as Level 1, 2 or 3 within the fair value hierarchy as described in the accounting standards for fair value measurements. • Level 1—Fair values are determined by utilizing quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access; • Level 2—Fair values are determined by utilizing quoted prices for similar assets and liabilities in active markets or other market observable inputs such as interest rates, yield curves and foreign currency spot rates; and • Level 3—Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. The Company's financial assets consist of cash equivalents and the Company's financial liabilities consist of a warrant liability. The fair value of the Company’s cash equivalents is determined using quoted prices in active markets. The Company's cash equivalents consist of money market funds that are classified as Level 1. The fair value of the Company’s warrant liability is determined using a Monte Carlo simulation. See Note 9. Warrants for assumptions used and methodologies utilized in calculating the estimated fair value. The Company’s warrant liability is classified as Level 3. Leases At the inception of the contract, the Company determines if an arrangement is a lease and has a lease term greater than 12 months. A lease qualifies as a finance lease if any of the following criteria are met at the inception of the lease: (i) there is a transfer of ownership of the leased asset to the Company by the end of the lease term, (ii) the Company holds an option to purchase the leased asset that it is reasonably certain to exercise, (iii) the lease term is for a major part of the remaining economic life of the leased asset, (iv) the present value of the sum of lease payments equals or exceeds substantially all of the fair value of the leased asset, or (v) the nature of the leased asset is specialized to the point that it is expected to provide the lessor no alternative use at the end of the lease term. All other leases are recorded as operating leases. All leases that are concluded to be in accordance with ASU No. 2018-11, Leases (Topic 842): Targeted Improvements are included in lease right-of-use (“ROU”) assets and lease liabilities in the consolidated balance sheets. ROU assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. Lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As most of the Company's leases do not provide an implicit rate, the Company uses an estimate of its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. The Company uses the implicit rate when readily determinable. The operating lease ROU asset is reduced by deferred lease payments and unamortized lease incentives. The Company's lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for fixed lease payments on operating leases are recognized over the expected term on a straight-line basis, while lease expense for fixed lease payments on financing leases are recognized using the effective interest method over the lease term. The Company has lease agreements with lease and non-lease components, which are generally accounted for separately. The non-lease components generally consist of common area maintenance that is expensed as incurred. Research and development expenses Research and development costs are expensed as incurred. The Company has entered into various research and development contracts with research institutions and other companies. Nonrefundable advanced payments for goods or services to be received in the future for use in research and development activities are deferred and capitalized. The capitalized amounts are expensed as the related goods are delivered or the services are performed or when the goods have been received rather than when the payment is made. When evaluating the adequacy of the related accrued liabilities, the Company analyzes progress of the studies and/or services performed, including the phase or completion of events, invoices received and contracted costs. Stock-based compensation expense The Company accounts for its stock-based compensation to employees in accordance with ASC 718, Compensation-Stock Compensation and adjusts the amounts recorded each period to reflect actual forfeitures. Effective January 1, 2019, the Company recognizes stock-based compensation expense for stock-based awards, including grants of stock options and restricted stock, made to non-employee consultants based on the estimated fair value on the date of grant, over the requisite service period. Through December 31, 2018 , the Company recognized stock-based compensation expense for stock-based awards granted to non-employee consultants based on the fair value of the awards on each date on which the awards vest. Stock-based compensation expense was recognized over the vesting period, provided that services were rendered by such non-employee consultants during that time. At the end of each financial reporting period, the fair value of unvested options was re-measured using the then-current fair value of the common stock of the Company and updated assumptions in the Black-Scholes option-pricing model. For awards that vest or begin vesting upon achievement of a performance condition, the Company recognizes stock-based compensation expense when achievement of the performance condition is deemed probable using an accelerated attribution model over the implicit service period. Certain of the Company’s awards that contain performance conditions also require the Company to estimate the number of awards that will vest, which the Company estimates when the performance condition is deemed probable of achievement. Income taxes The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using the enacted tax rates in effect for the year in which these temporary differences are expected to recovered or settled. Valuation allowances are provided if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Basic and diluted net loss per share Basic net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding for the period. For periods in which the Company has reported net losses, diluted net loss per share is the same as basic net loss per share, because dilutive common shares are not assumed to have been issued if their effect is antidilutive. The Company reported a net loss for the years ended December 31, 2019 and 2018 . New Accounting Pronouncements The following new accounting pronouncements were adopted by the Company on January 1, 2019: In February 2016, the FASB issued ASU No. 2016-02, Leases , which replaced existing guidance in ASC 840, “Leases”, and in July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842): Targeted Improvements . The new standard establishes a ROU that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases are classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The adoption of ASC 842 resulted in the Company recognizing ROU assets and related operating lease liabilities of $1.7 million and $1.8 million, respectively, in the consolidated balance sheet as of January 1, 2019. The Company used the modified retrospective method of adoption, with January 1, 2019 as the effective date of initial application. The Company elected the short-term lease recognition exemption for all leases that qualify. The Company also elected the package of practical expedients for leases that commenced prior to January 1, 2019, allowing it not to reassess (i) whether any expired or existing contracts contain leases, (ii) the lease classification for any expired or existing leases and (iii) the initial indirect costs for any existing leases. In June 2018, the FASB issued ASU No. 2018-07, Improvements to Nonemployee Share Based Payment Accounting . The new standard largely aligns the accounting for share-based payment awards issued to employees and nonemployees by expanding the scope of ASC 718 to apply to nonemployee share-based transactions, as long as the transaction is not effectively a form of financing. The Company adopted the provisions of ASU No. 2018-17 effective January 1, 2019, which did not have a material impact on the Company's consolidated financial statements for the year ended December 31, 2019 . The following new accounting pronouncements have been issued but are not yet effective as of December 31, 2019 : In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which amends the impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables and available-for-sale debt securities. The new standard is effective beginning January 1, 2020. Based on the composition of the Company's investment portfolio, which includes only money market funds, and the insignificance of the Company's other financial assets, current market conditions, and historical credit loss activity, the Company does not expect the adoption of this standard to have a material impact on the consolidated financial position and results of operations and related disclosures. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement . The new standard requires public entities to disclose certain new information and modifies some disclosure requirements. The new standard is effective beginning January 1, 2020. The Company does not expect that the adoption of this standard will have a material impact on its disclosures. In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract . ASU 2018-15 requires a customer in a cloud computing arrangement that is a service contract to follow the internal-use software guidance in Accounting Standards Codification 350-40 to determine which implementation costs to defer and recognize as an asset. The new standard is effective beginning January 1, 2020. The Company does not expect that the adoption of this standard will have a material impact on its consolidated financial position and results of operations and related disclosures. |
Fair value of financial instrum
Fair value of financial instruments | 12 Months Ended |
Dec. 31, 2019 | |
Cash and Cash Equivalents [Abstract] | |
Fair value of financial instruments | Fair value of financial instruments The following table sets forth the Company's assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2019 and 2018 (in thousands): Total Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) December 31, 2019 Assets Cash equivalents 39,971 39,971 — — Total assets $ 39,971 $ 39,971 $ — $ — Liabilities Warrant liability 2,486 — — 2,486 Total liabilities $ 2,486 $ — $ — $ 2,486 December 31, 2018 Assets Cash equivalents 24,651 24,651 — — Total assets $ 24,651 $ 24,651 $ — $ — Liabilities Warrant liability 3,472 — — 3,472 Total liabilities $ 3,472 $ — $ — $ 3,472 The following table reflects the change in the Company’s Level 3 warrant liability (in thousands): Warrant liability Balance at Issuance (January 2018) $ 18,231 Change in fair value (14,757 ) Warrants exercised (2 ) Balance at December 31, 2018 $ 3,472 Change in fair value (986 ) Balance at December 31, 2019 $ 2,486 |
Property and equipment, net
Property and equipment, net | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment, net | Property and equipment, net Property and equipment, net consist of the following (in thousands): December 31, 2019 2018 Laboratory equipment $ 4,125 $ 3,761 Internally developed software 2,547 1,970 Leasehold improvements 1,524 1,524 Furniture and office equipment 456 447 Computer hardware 338 338 Internally developed software in progress 97 — Total property and equipment 9,087 8,040 Accumulated depreciation and amortization (6,470 ) (5,458 ) Property and equipment, net $ 2,617 $ 2,582 Depreciation expense was $0.7 million for both the years ended December 31, 2019 and 2018 , respectively. Amortization related to the Company's internally developed software was $0.4 million for both the years ended December 31, 2019 and 2018 , respectively. |
Accrued expenses and other curr
Accrued expenses and other current liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Accrued expenses and other current liabilities | Accrued expenses and other current liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2019 2018 Payroll and employee-related costs $ 2,245 $ 2,147 Research and development costs 1,607 759 Other current liabilities 759 910 Total $ 4,611 $ 3,816 |
Commitments and contingencies
Commitments and contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Commitments and contingencies Operating Leases As of January 1, 2019 , the Company has entered into two lease agreements for two floors of lab and office space in a multi-tenant building in Cambridge, Massachusetts. In March 2019, the Company entered into a sublease agreement for a portion of office space lease through February 2020. Since the Company retained its obligations under the sublease, it did not adjust the lease liability, however the sublease is being reflected as a reduction of lease expense. In May 2019, the Company entered into a lease extension for office and lab space through February 2025. As a result of the lease term extension, the Company recognized an increase in the ROU assets of $5.4 million and associated lease liabilities of $5.3 million . The associated lease obligation for the extension is included in the Company’s ROU assets and associated lease liabilities as of December 31, 2019 . The Company has the option to extend the lease terms for an additional five years , which is not included in the Company's ROU assets and associated lease liabilities as of December 31, 2019 . In July 2019, the Company exercised an option for additional office and lab space from March 2020 through February 2025. As the Company does not have the right to use or control the office space, the Company has not included the associated lease obligation in its determination of ROU assets and associated lease liabilities as of December 31, 2019 . The Company's lease obligation associated with the additional lab and office space is $7.2 million and will be reflected as a lease liability upon it's right to use the office space in March 2020. For the year ended December 31, 2019 , lease expense, net of sublease income, was $1.5 million . The weighted average remaining lease term and weighted average discount rate of the Company's operating leases are as follows: December 31, 2019 Weighted average remaining lease term in years 5.12 Weighted average discount rate 8.27 % Finance Lease In December 2019, the Company entered into an agreement to lease lab equipment for a term of 15 months. The Company determined that the agreement qualifies as a finance lease based on the criteria that the Company holds the option to purchase the asset and is reasonably certain to exercise at the end of the lease term. The ROU asset and lease liability were calculated using an incremental borrowing rate of 7.95% . Lease payments on this lease begin in January 2020. The following table summarizes the presentation in the Company's consolidated balance sheets: Leases (in thousands) Classification December 31, 2019 Assets Operating Lease right-of-use asset $ 6,156 Finance Lease right-of-use asset 150 Total leased assets $ 6,306 Liabilities Current Operating Lease liabilities $ 990 Finance Lease liabilities 127 Non-current Operating Lease liabilities, net of current portion 5,373 Finance Lease liabilities, net of current portion 22 Total lease liabilities $ 6,512 The minimum lease payments related to the Company's operating leases in accordance with ASC 842 as of December 31, 2019 were as follows (in thousands): Operating Leases Finance Leases Total 2020 $ 1,477 $ 134 $ 1,611 2021 1,473 23 1,496 2022 1,511 — 1,511 2023 1,548 — 1,548 2024 and thereafter 1,853 — 1,853 Total lease payments $ 7,862 $ 157 $ 8,019 Less imputed interest (1,500 ) (7 ) (1,507 ) Total $ 6,362 $ 150 $ 6,512 The following information is disclosed in accordance with ASC 840, which was applicable until the adoption of ASC 842 as of January 1, 2019. As of December 31, 2018, future minimum commitments under the Company's operating leases with initial terms of more than one year were as follows (in thousands): Total Lease Commitments 2019 $ 1,637 2020 274 Total $ 1,911 For the year ended December 31, 2018 , under ASC 840, the Company paid $1.5 million in rent expense. At December 31, 2019 and 2018 , the Company has an outstanding letter of credit of $0.6 million and $0.3 million , respectively, with a financial institution related to a security deposit for the office and lab space lease. The amount is secured by cash on deposit and expires on February 28, 2025. Contractual obligations The Company has entered into certain agreements with various contract research organizations ("CROs") and contract manufacturing organizations ("CMOs"), which generally include cancellation clauses. Harvard University License Agreement The Company has an exclusive license agreement with Harvard University (“Harvard”), granting the Company an exclusive, worldwide, royalty-bearing, sublicensable license to three patent families, to develop, make, have made, use, market, offer for sale, sell, have sold and import licensed products and to perform licensed services related to the ATLAS discovery platform. The Company is also obligated to pay Harvard milestone payments up to $1.6 million in the aggregate upon the achievement of certain development and regulatory milestones. As of December 31, 2019, the Company has paid $0.3 million in aggregate milestone payments. The Company is obligated under this license agreement to use commercially reasonable efforts to develop, market and sell licensed products in compliance with an agreed upon development plan. In addition, the Company is obligated to achieve specified development milestones and in the event the Company is unable to meet its development milestones for any type of product or service, absent any reasonable proposed extension or amendment thereof, Harvard has the right, depending on the type of product or service, to terminate this agreement with respect to such products or to convert the license to a non-exclusive, non-sublicensable license with respect to such products and services. Upon commercialization of our products covered by the licensed patent rights or discovered using the licensed methods, the Company is obligated to pay Harvard royalties on the net sales of such products and services sold by the Company, the Company's affiliates, and the Company's sublicensees. This royalty varies depending on the type of product or service but is in the low single digits. The sales-based royalty due by the Company’s sublicensees is the greater of the applicable royalty rate or a percentage in the high single digits or the low double digits of the royalties the Company receives from such sublicensee, depending on the type of product. Based on the type of commercialized product or service, royalties are payable until the expiration of the last-to-expire valid claim under the licensed patent rights or for a period of 10 years from first commercial sale of such product or service. The royalties payable to Harvard are subject to reduction, capped at a specified percentage, for any third-party payments required to be made. In addition to the royalty payments, if the Company receives any additional revenue (cash or non-cash) under any sublicense, the Company must pay Harvard a percentage of such revenue, excluding certain categories of payments, varying from the low single digits to up to the low double digits depending on the scope of the license that includes the sublicense. This license agreement with Harvard will expire on a product-by-product or service-by-service and country-by-country basis until the expiration of the last-to-expire valid claim under the licensed patent rights. The Company may terminate the agreement at any time by giving Harvard advance written notice. Harvard may also terminate the agreement in the event of a material breach by the Company that remains uncured; in the event of our insolvency, bankruptcy, or similar circumstances; or if the Company challenges the validity of any patents licensed to us. Oncovir License and Supply Agreement In January 2018, the Company entered into a License and Supply Agreement with Oncovir, Inc. (“Oncovir”). The agreement provides the terms and conditions under which Oncovir will manufacture and supply an immunomodulator and vaccine adjuvant, Hiltonol® (poly-ICLC) (“Hiltonol”), to the Company for use in connection with the research, development, use, sale, manufacture, commercialization and marketing of products combining Hiltonol with the Company's technology (the “Combination Product”). Hiltonol is the adjuvant component of GEN-009, which will consist of synthetic long peptides or neoantigens identified using the Company's proprietary ATLAS platform, formulated with Hiltonol. Oncovir granted the Company a non-exclusive, assignable, royalty-bearing worldwide license, with the right to grant sublicenses through one tier, to certain of Oncovir’s intellectual property in connection with the research, development, or commercialization of Combination Products, including the use of Hiltonol, but not the use of Hiltonol for manufacturing or the use or sale of Hiltonol alone. The license will become perpetual, fully paid-up, and royalty-free on the later of January 25, 2028 or the date on which the last valid claim of any patent licensed to the Company under the agreement expires. Under this agreement, the Company is obligated to pay Oncovir low to mid six figure milestone payments upon the achievement of certain clinical trial milestones for each Combination Product and the first marketing approval for each Combination Product in certain territories, as well as tiered royalties in the low-single digits on a product-by-product basis based on the net sales of Combination Products. The Company may terminate the agreement upon a decision to discontinue the development of the Combination Product or upon a determination by the Company or an applicable regulatory authority that Hiltonol or a Combination Product is not clinically safe or effective. The agreement may also be terminated by either party due to a material uncured breach by the other party, or due to the other party’s bankruptcy, insolvency, or dissolution. |
Long-term debt
Long-term debt | 12 Months Ended |
Dec. 31, 2019 | |
Long-term Debt, Unclassified [Abstract] | |
Long-term debt | Long-term debt In April 2018, the Company entered into an amended and restated loan and security agreement with Hercules Capital, Inc. ("Hercules"), which was subsequently amended in November 2019 (as amended, the "2018 Term Loan"). The 2018 Term Loan provides a $14.0 million term loan. The 2018 Term Loan matures on May 1, 2021 and accrues interest at a floating rate per annum equal to the greater of (i) 8.00% , or (ii) the sum of 3.00% plus the prime rate. The 2018 Term Loan provides for interest-only payments until January 1, 2021. Thereafter, payments will include equal installments of principal and interest through maturity. The 2018 Term Loan may be prepaid subject to a prepayment charge. The Company is obligated to pay an end of term charge of $1.0 million at maturity. The Company evaluated the November 2019 amendment to the 2018 Term Loan and concluded that it was a modification pursuant to ASC 470-50, Debt (Topic 470). The 2018 Term Loan is secured by a lien on substantially all assets of the Company, other than intellectual property. Hercules has a perfected first-priority security interest in certain cash, cash equivalents and investment accounts. The 2018 Term Loan contains non-financial covenants, representations and a Material Adverse Effect provision. There are no financial covenants. A "Material Adverse Effect" means a material adverse effect upon: (i) the business, operations, properties, assets or condition (financial or otherwise) of the Company; (ii) the ability of the Company to perform the secured obligations in accordance with the terms of the loan documents, or the ability of agent or lender to enforce any of its rights or remedies with respect to the secured obligations; or (iii) the collateral or agent’s liens on the collateral or the priority of such liens. Any event that has a Material Adverse Effect or would reasonably be expected to have a Material Adverse Effect is an event of default under the Loan Agreement and repayment of amounts due under the Loan Agreement may be accelerated by Hercules under the same terms as an event of default. As of December 31, 2019 , the Company was in compliance with all covenants of the 2018 Term Loan. The 2018 Term Loan is automatically redeemable upon a change in control. The Company believes acceleration of the repayment of amounts outstanding under the loan is remote, and therefore, the debt balance is classified according to the contractual payment terms at December 31, 2019 . In connection with a previously issued term loan in 2014 the Company issued common stock warrants to Hercules which expired unexercised in November 2019. In connection with the 2018 Term Loan, the Company issued common stock warrants to Hercules (the “Hercules Warrant”). See Note 9. Warrants . As of December 31, 2019 and 2018 , the Company had outstanding borrowings of $13.4 million and $14.8 million , respectively. During the years ended December 31, 2019 and 2018 , the Company made payments of $1.9 million and $0.5 million on its long term debt. Interest expense was $1.6 million and $1.7 million for the years ended December 31, 2019 and 2018 , respectively. Future principal payments, including the End of Term Charges, are as follows (in thousands): December 31, 2019 2020 $ — 2021 13,960 Total $ 13,960 |
Stockholders' equity
Stockholders' equity | 12 Months Ended |
Dec. 31, 2019 | |
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | |
Stockholders' equity | Stockholders' equity 2019 Public Offering In June 2019, the Company entered into an underwriting agreement relating to the public offering of 10,500,000 shares of the Company’s common stock, par value $0.001 per share, at a price of $3.50 per share, for gross proceeds of approximately $36.8 million (the “2019 Public Offering”). The Company also granted the underwriters an option to purchase up to an additional 1,575,000 shares of common stock (“Overallotment Option”). On June 26, 2019, the underwriters exercised this option in full. The Company received approximately $5.5 million in gross proceeds from the underwriter’s exercise of the Overallotment Option. In connection with the 2019 Public Offering, inclusive of the Overallotment Option, the Company received net proceeds of $38.4 million . Private Placement In February 2019, the Company completed a private placement financing transaction (the “Private Placement”). The Company issued 3,199,998 shares of common stock, prefunded warrants (the “Pre-Funded Warrants”) to purchase 531,250 shares of common stock (the “Pre-Funded Warrant Shares”), and warrants (the “Private Placement Warrants”) to purchase up to 932,812 shares of common stock (the “Warrant Shares”). The Shares, Pre-Funded Warrants and Private Placement Warrants (collectively, the “Units”) were sold at a purchase price of $4.02 per Unit. The Company received net cash proceeds of approximately $13.8 million for the purchase of the Shares, Pre-Funded Warrant Shares and Warrant Shares. See Note 9. Warrants . The Company had the option to issue additional shares of common stock in a second closing (the “Second Closing”) for gross proceeds of up to $24.2 million . The occurrence of the Second Closing was conditioned on top-line results from Part A of the Company's Phase 1/2a clinical trial for GEN-009 and a decision by the Company's board of directors to proceed with the Second Closing. In June 2019, the Company announced top-line results from this trial but elected not to proceed with the Second Closing. In lieu of the Second Closing, the Company proceeded with the 2019 Public Offering. 2018 Public Offering In January 2018, the Company entered into two underwriting agreements, the first relating to the public offering of 6,670,625 shares of the Company’s common stock, par value $0.001 per share, and accompanying warrants to purchase up to 3,335,313 shares of common stock (“2018 Public Offering Warrants”), at a combined price of $8.00 per share, for gross proceeds of approximately $53.4 million (the “2018 Common Stock Offering”) and the second relating to the public offering of 1,635 shares of the Company’s Series A convertible preferred stock ("Preferred Stock"), par value $0.001 per share, which are convertible into 204,375 shares of common stock, and accompanying warrants to purchase up to 102,188 shares of common stock for gross proceeds of approximately $1.6 million (the “Preferred Stock Offering,” and together with the 2018 Common Stock Offering, the “January 2018 Financing”). The Company received approximately $1.0 million in gross proceeds and issued 119,718 shares of common stock and warrants to purchase up to 179,757 shares of common stock from the underwriters' exercise of their overallotment option. Preferred Stock Each share of preferred stock is convertible into 125 shares of common stock, subject to certain adjustments upon stock dividends and stock splits. The holders of preferred stock shall be entitled to receive dividends in the same form as dividends actually paid on shares of common stock when, as and if such dividends are declared by the Board of Directors and paid on shares of the common stock, on an as-if-converted-to-common stock basis. Issuance costs In connection with the January 2018 Financing, the Company incurred approximately $4.0 million of issuance costs. The Company allocated approximately $2.6 million of the issuance costs to the common and preferred stock within additional paid-in capital and immediately expensed approximately $1.4 million of the issuance costs allocated to the liability classified 2018 Public Offering Warrants. Warrants See Note 9. Warrants . Hercules In connection with the 2018 Loan Agreement with Hercules, the Company also entered into an amendment to the November 2014 equity rights letter agreement (the “Amended Equity Rights Letter Agreement”). Hercules has the right to participate in any one or more subsequent private placement equity financings of up to $2.0 million on the same terms and conditions as purchases by the other investors in each subsequent equity financing. The Amended Equity Rights Letter Agreement will terminate upon the earlier of (1) such time when Hercules has purchased $2.0 million of subsequent equity financing securities in the aggregate, and (2) the later of (a) the repayment of all indebtedness under the 2018 Term Loan, or (b) the expiration or termination of the exercise period for the Hercules Warrant. See Note 9. Warrants . Agreement with Lincoln Park Capital In October 2019, the Company entered into a purchase agreement with Lincoln Park Capital (“LPC”) pursuant to which LPC purchased shares of the Company's common stock at a purchase price of $2.587 per share and received net proceeds of approximately $2.5 million . In addition, for a period of thirty months , the Company has the right, at its sole discretion, to sell up to an additional $27.5 million of the Company's common stock based on prevailing market prices of its common stock at the time of each sale. In consideration for entering into the purchase agreement, the Company issued 289,966 shares of its common stock to LPC as a commitment fee. The purchase agreement limits our sales of shares of common stock to LPC to 5,227,323 shares of common stock, representing 19.99% of the shares of common stock outstanding on the date of the purchase agreement. The purchase agreement also prohibits us from directing LPC to purchase any shares of common stock if those shares, when aggregated with all other shares of our common stock then beneficially owned by LPC and its affiliates, would result in LPC and its affiliates having beneficial ownership, at any single point in time, of more than 9.99% of the then total outstanding shares of our common stock. The Company determined that the right to sell additional shares represents a freestanding put option that meets the criteria of a derivative pursuant to ASC 815 Derivatives and Hedging , but has a fair value of zero, and therefore no additional accounting was required. At-the-market equity offering program In 2015, the Company entered into an agreement, as amended, with Cowen and Company, LLC to establish an at-the-market equity offering program (“ATM”) pursuant to which it was able to offer and sell shares of its common stock at prevailing market prices from time to time. Through December 31, 2019 , the Company has sold an aggregate of 463,887 shares under the ATM and received approximately $4.0 million in net proceeds. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2019 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | Warrants As of December 31, 2019 , the Company had the following potentially issuable shares of common stock related to unexercised warrants outstanding: Shares Exercise price Expiration date Classification Hercules Warrant 41,177 $ 6.80 Q2 2023 Equity 2018 Public Offering Warrants 3,616,944 $ 9.60 Q1 2023 Liability Private Placement Warrants 932,812 $ 4.52 Q1 2024 Equity Pre-Funded Warrants 531,250 $ 0.08 Q1 2039 Equity 5,122,183 Hercules Warrant The exercise price and the number of shares are subject to adjustment upon a merger event, reclassification of the shares of common stock, subdivision or combination of the shares of common stock or certain dividends payments. The Company determined that the Hercules Warrant should be equity classified in accordance with ASC 480, Distinguishing Liabilities from Equity ("ASC 480") for all periods presented. 2018 Public Offering Warrants The exercise price and the number of shares are subject to adjustment upon a merger event, reclassification of the shares of common stock, subdivision or combination of the shares of common stock or certain dividends payments. In the event of an “Acquisition,” defined generally to include a merger or consolidation resulting in the sale of 50% or more of the voting securities of the Company, the sale of all, or substantially all, of the assets or voting securities of the Company, or other change of control transaction, as defined in the 2018 Public Offering Warrants, the Company will be obligated to use its best efforts to ensure that the holders of the 2018 Public Offering Warrants receive new warrants from the surviving or acquiring entity (the “Acquirer”). The new warrants to purchase shares in the Acquirer shall have the same expiration date as the 2018 Public Offering Warrants and a strike price that is based on the proportion of the value of the Acquirer’s stock to the Company’s common stock. If the Company is unable, despite its best efforts, to cause the Acquirer to issue new warrants in the Acquisition as described above, then, if the Company’s stockholders are to receive cash in the Acquisition, the Company will settle the 2018 Public Offering Warrants in cash and if the Company’s stockholders are to receive stock in the Acquisition, the Company will issue shares of its common stock to each Warrant holder. The Company determined that the 2018 Public Offering Warrants should be liability classified in accordance with ASC 480. As the 2018 Public Offering Warrants are liability-classified, the Company remeasures the fair value at each reporting date. The Company initially recorded the 2018 Public Offering Warrants at their estimated fair value of approximately $18.2 million . In connection with the Company's remeasurement of the 2018 Public Offering Warrants to fair value, the Company recorded income of $1.0 million and $14.8 million for the years ended December 31, 2019 and 2018 , respectively. The fair value of the warrant liability is approximately $2.5 million and $3.5 million as of December 31, 2019 and 2018 , respectively. The following table details the assumptions used in the Monte Carlo simulation models used to estimate the fair value of the Warrant Liability as of December 31, 2019 and 2018 , respectively: December 31, 2019 December 31, 2018 Stock Price $ 2.07 $ 2.32 Volatility 50.0% - 116.6% 50.0% - 111.3% Remaining term (years) 3.1 4.1 Expected dividend yield — % — % Risk-free rate 1.6 % 2.4% - 2.5% Range of annual acquisition event probability 20.0 % 0.0% - 30.0% Private Placement and Prefunded Warrants The exercise price of the warrants is subject to appropriate adjustment in the event of stock dividends, subdivisions, stock splits, stock combinations, reclassifications, reorganizations or a change of control affecting our common stock. The Company determined that the Private Placement Warrants and the Pre-Funded Warrants should be equity classified in accordance with ASC 480 for the period ended December 31, 2019 . The Company also determined that the Pre-Funded Warrants should be included in the determination of basic earnings per share in accordance with ASC 260, Earnings per Share . |
Stock and employee benefit plan
Stock and employee benefit plans | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock and employee benefit plans | Stock and employee benefit plans The Company issues stock options with service conditions, which are generally the vesting of the awards. The Company has also issued stock options that vest upon the satisfaction of certain performance conditions. The 2014 Equity Incentive Plan ("2014 Equity Plan"), which was subsequently amended and restated in June 2018, provides for the grant of incentive stock options, non-qualified stock options, restricted stock, and other awards to key employees and directors of, and consultants and advisors to, the Company. The 2014 Equity Plan, as amended, provides that the number of shares available for issuance will automatically increase annually on each January 1, in amount equal to the lesser of 4.0% of the outstanding shares of the Company’s outstanding common stock as of the close of business on the immediately preceding December 31 or the number of shares determined the Company’s board of directors. On January 1, 2020, the total number of shares available for issuance under the 2014 Equity Plan, as amended. increased by 1,098,116 for shares under this provision. At December 31, 2019 , 1,568,535 option awards are reserved for issuance under the Company's equity plans and 245,430 awards remain available for future grants. Determining the Fair Value of Stock Options The Company measures the fair value of stock options with service-based and performance-based vesting criteria to employees, consultants and directors on the date of grant using the Black-Scholes option pricing model. The Company does not have sufficient history to support a calculation of volatility and expected term using only its historical data. As such, the Company has used a weighted-average volatility considering the Company’s own volatility since its initial public offering and the volatilities of several guideline companies. For purposes of identifying similar entities, the Company considered characteristics such as industry, length of trading history, and stage of life cycle. The assumed dividend yield was based on the Company’s expectation of not paying dividends in the foreseeable future. The average expected life was determined according to the “simplified method” as described in SAB 110, which is the mid-point between the vesting date and the end of the contractual term. The risk-free interest rate is determined by reference to implied yields available from U.S. Treasury securities with a remaining term equal to the expected life assumed at the date of grant. The weighted-average assumptions used in the Black-Scholes option-pricing model are as follows: Years ended December 31, 2019 2018 Expected volatility 79.7% 78.6% Risk-free interest rate 2.3% 2.8% Expected term (in years) 6.0 6.0 Expected dividend yield 0% 0% The following table summarizes stock option activity for employees and non-employees (shares in thousands): Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding at December 31, 2018 893 $ 18.79 Granted 679 $ 4.36 Exercised (5 ) $ 4.32 Canceled (244 ) $ 17.64 Outstanding at December 31, 2019 1,323 $ 11.65 8.0 $ — Exercisable at December 31, 2019 522 $ 20.09 6.6 $ — During the years ended December 31, 2019 and 2018 , the Company granted stock options to purchase an aggregate of 678,710 and 657,375 shares of its common stock, respectively, with weighted-average grant date fair values of $4.36 and $6.96 , respectively. As of December 31, 2019 , there was $3.0 million of total unrecognized compensation cost, related to employee and non-employee stock options granted under the Company’s equity plans. The Company expects to recognize that cost over a remaining weighted-average period of 2.65 years. Stock-based compensation expense Total stock-based compensation expense is recognized for stock options and restricted stock granted to employees and non-employees and has been reported in the Company’s consolidated statements of operations as follows (in thousands): Years ended December 31, 2019 2018 Research and development $ 725 $ 620 General and administrative 1,112 1,533 Total $ 1,837 $ 2,153 Employee Stock Purchase Plan In February 2014, the Company’s board of directors adopted the 2014 Employee Stock Purchase Plan (the “2014 ESPP”), which was subsequently amended in June 2018. The 2014 ESPP, as amended, authorizes the issuance of up to 337,597 shares of common stock to participating eligible employees. The 2014 ESPP, as amended, provides for six -month option periods commencing on January 1 and ending June 30, and commencing July 1 and ending December 31 of each calendar year. The Company issued 71,118 and 23,417 shares under the 2014 ESPP, as amended, for the years ended December 31, 2019 and 2018 , respectively. As of December 31, 2019 , there were 217,985 shares remaining for future issuance under the plan. 401(k) Savings plan In 2007, the Company established a defined-contribution savings plan under Section 401(k) of the Internal Revenue Code (“401(k) Plan”). The 401(k) Plan covers all employees who meet defined minimum age and service requirements, and allows participants to defer a portion of their annual compensation on a pretax basis. Beginning January 1, 2015, the Company began making matching contributions to participants in this plan. The Company made matching contributions to participants in this plan which totaled $0.2 million and $0.1 million for the years ended December 31, 2019 and 2018 , respectively. |
Net loss per share
Net loss per share | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Net loss per share | Net loss per share Basic and diluted net loss per share was calculated as follows for the years ended December 31, 2019 and 2018 : Years ended December 31, 2019 2018 Basic net loss per share: Numerator: Net loss (in thousands) $ (38,950 ) $ (27,811 ) Denominator: Weighted average common stock outstanding - basic (in thousands) 20,644 10,321 Dilutive effect of shares of common stock equivalents resulting from common stock options and restricted stock units — — Weighted average common stock outstanding - diluted 20,644 10,321 Net loss per share - basic and diluted $ (1.89 ) $ (2.69 ) The following common stock equivalents outstanding as of December 31, 2019 and 2018 , presented on an as converted basis, were excluded from the calculation of net loss per share for the periods presented, due to their anti-dilutive effect (in thousands): Years ended December 31, 2019 2018 Stock options 1,323 893 Warrants 4,591 3,668 Total 5,914 4,561 Stock options that are outstanding and contain performance-based vesting criteria for which the performance conditions have not been met are excluded from the calculation of common stock equivalents outstanding. |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Income taxes For the years ended December 31, 2019 and 2018 , the Company did not record a current or deferred income tax expense or benefit. The Company’s losses before income taxes consist solely of domestic losses. The significant components of the Company’s deferred tax assets are comprised of the following: December 31, 2019 2018 Deferred tax assets: U.S. and state net operating loss carryforwards $ 56,906 $ 49,614 Capitalized R&D 28,427 25,366 Research and development credits 11,717 10,445 Lease liability 1,779 — Stock-based compensation 1,053 1,989 Depreciation and amortization 545 640 Accrued expenses 507 450 Other temporary differences 38 85 Total deferred tax assets 100,972 88,589 Less valuation allowance (99,249 ) (88,589 ) Deferred tax assets less valuation allowance $ 1,723 $ — Deferred tax liabilities: ROU asset $ (1,723 ) $ — Total deferred tax liabilities (1,723 ) — Net deferred tax assets (deferred tax liabilities) $ — $ — The Company has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets. Based on the Company’s history of operating losses, the Company has concluded that it is more likely than not that the benefit of its deferred tax assets will not be realized. Accordingly, the Company has provided a full valuation allowance for deferred tax assets as of December 31, 2019 and 2018 . The valuation allowance increased approximately $10.7 million during the year ended December 31, 2019 due primarily to the generation of net operating losses. A reconciliation of income tax expense computed at the statutory federal income tax rate to income taxes as reflected in the consolidated financial statements is as follows: Years ended December 31, 2019 2018 Federal income tax expense at statutory rate 21.0 % 21.0 % State income tax, net of federal benefit 6.3 % 8.9 % Permanent differences 0.0 % 9.0 % Research and development credit 3.3 % 6.7 % Change in valuation allowance (27.4 )% (43.1 )% Other, net (3.2 )% (2.5 )% Effective tax rate 0.0 % 0.0 % As of December 31, 2019 and 2018 , the Company had U.S. federal net operating loss carryforwards of approximately $211.5 million and $184.8 million , respectively, which may be available to offset future income tax liabilities and expire at various dates through 2038. The federal net operating losses generated in tax years after December 31, 2017 can be carried forward indefinitely. As of December 31, 2019 and 2018 , the Company also had U.S. state net operating loss carryforwards of approximately $197.7 million and $171.1 million , respectively, which may be available to offset future income tax liabilities and expire at various dates through 2039. As of December 31, 2019 and 2018 , the Company had federal research and development tax credit carryforwards of approximately $8.9 million and $7.8 million , respectively, available to reduce future tax liabilities which expire at various dates through 2039. As of December 31, 2019 and 2018 , the Company had state research and development tax credit carryforwards of approximately $3.5 million and $3.2 million , respectively, available to reduce future tax liabilities which expire at various dates through 2034. Under the provisions of the Internal Revenue Code of 1986, as amended (the "Code"), the net operating loss and tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. Net operating loss and tax credit carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant shareholders over a three-year period in excess of 50% , as defined under Sections 382 and 383 of the Code, respectively, as well as similar state provisions. This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The amount of the annual limitation is determined based on the value of the Company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. The Company has completed several financings since its inception which may have resulted in a change in control as defined by Sections 382 and 383 of the Code, or could result in a change in control in the future. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2019 and 2018 , the Company had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in the Company’s statements of operations and comprehensive loss. For all years through December 31, 2019 , the Company generated research credits but has not conducted a study to document the qualified activities. This study may result in an adjustment to the Company’s research and development credit carryforwards. However, until a study is completed and any adjustment is known, no amounts are being presented as an uncertain tax position for these years. A full valuation allowance has been provided against the Company’s research and development credits and, if an adjustment is required, this adjustment would be offset by an adjustment to the deferred tax asset established for the research and development credit carryforwards and the valuation allowance. The Company files income tax returns in the United States and the Commonwealth of Massachusetts. The federal and state income tax returns are generally subject to tax examinations for the tax years ended December 31, 2015 through December 31, 2019 . 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 Internal Revenue Service, state, or foreign tax authorities to the extent utilized in a future period. |
Quarterly financial information
Quarterly financial information (unaudited) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly financial information (unaudited) | Quarterly financial information (unaudited, in thousands, except per share data) Three Months Ended, March 31, 2019 June 30, 2019 September 30, 2019 December 31, 2019 Operating expenses $ 9,477 10,066 9,584 9,862 Net income (loss) (15,567 ) (6,495 ) (7,532 ) (9,356 ) Net loss per share - basic and diluted $ (1.22 ) $ (0.42 ) $ (0.28 ) $ (0.34 ) Weighted-average number of common shares used in computing net loss per share - basic and diluted 12,713 15,344 26,681 27,620 Three Months Ended, March 31, 2018 June 30, 2018 September 30, 2018 December 31, 2018 Operating expenses $ 10,384 9,788 10,460 $ 8,886 Net loss (15,890 ) (4,438 ) (7,833 ) 350 Net loss per share - basic and diluted $ (1.78 ) $ (0.42 ) $ (0.72 ) $ 0.03 Weighted-average number of common shares used in computing net loss per share - basic and diluted 8,905 10,693 10,829 10,847 |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of presentation and principles of consolidation | Basis of presentation and principles of consolidation The accompanying consolidated financial statements include those accounts of the Company and a wholly-owned subsidiary after elimination of all intercompany accounts and transactions. The Company operates as one segment, which is discovering, researching, developing and commercializing novel cancer immunotherapies. |
Use of estimates | Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. On an ongoing basis, the Company’s management evaluates its estimates, which include, but are not limited to, estimates related to clinical trial accruals, estimates related to prepaid and accrued research and development expenses, stock-based compensation expense, and warrants to purchase redeemable securities. The Company bases its estimates on historical experience and other market-specific or other relevant assumptions that it believes to be reasonable under the circumstances. Actual results may differ from those estimates or assumptions. |
Cash and cash equivalents | Cash and cash equivalents The Company considers only those investments which are highly liquid, readily convertible to cash and that mature within three months from date of purchase to be cash equivalents. The carrying values of money market funds approximate fair value due to their short-term maturities |
Prepaid Research and Development | Prepaid research and development Cash advances paid by the Company prior to receipt of preclinical or clinical material and preclinical and clinical trial services are recorded as prepaid research and development costs. The prepayments are applied against future research and development costs. The Company expects the carrying value of prepaid research and development costs to be fully realized. |
Property and equipment | Property and equipment Property and equipment is stated at cost, less accumulated depreciation. Maintenance and repairs that do not improve or extend the lives of the respective assets are expensed to operations as incurred, while costs of major additions and betterments are capitalized. Upon disposal, the related cost and accumulated depreciation is removed from the accounts and any resulting gain or loss is included in the statements of operations and comprehensive loss. Depreciation is recorded using the straight-line method over the estimated useful lives of the respective assets, which are as follows: Asset Estimated useful life Laboratory equipment 5 Furniture and office equipment 5 Computer hardware and software 3-5 years Leasehold improvements Shorter of the useful life or remaining lease term |
Development of Software for Internal Use | Development of software for internal use The Company accounts for the costs of software developed or obtained for internal use in accordance with ASC 350-40, Internal-Use Software (“ASC 350-40”). Costs of materials, consultants, payroll, and payroll-related costs for employees incurred in developing internal-use software are capitalized as incurred. These costs are included in property and equipment, net on the consolidated balance sheet. Costs incurred during the preliminary project and post-implementation stages are charged to expense. Amortization is recorded using the straight-line method over the estimated useful lives of the respective asset which is three to five years . |
Impairment of long-lived assets | Impairment of long-lived assets The Company evaluates long-lived assets for potential impairment when events or changes in circumstances indicate the carrying value of the assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. In the event that such cash flows are not expected to be sufficient to recover the carrying amount of the asset, the assets are written down to their estimated fair values. Long-lived assets to be disposed are reported at the lower of the carrying amount or fair value less cost to sell. The Company recognized no asset impairment losses in the years ended December 31, 2019 and 2018 . |
Deferred financing costs | Deferred financing costs Offering costs primarily consist of direct and incremental expenses incurred related to debt and equity financing in accordance with ASU 2015-03, Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”). The Company presents debt issuance costs related to a recognized debt liability in the balance sheet as a direct deduction of the carrying value of the debt liability, consistent with the accounting treatment of debt discounts in accordance with ASU 2015-03. The amortization of deferred debt financing costs follows the effective interest rate method. |
Fair value of financial instruments | Fair value of financial instruments The Company has certain financial assets and liabilities recorded at fair value which have been classified as Level 1, 2 or 3 within the fair value hierarchy as described in the accounting standards for fair value measurements. • Level 1—Fair values are determined by utilizing quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access; • Level 2—Fair values are determined by utilizing quoted prices for similar assets and liabilities in active markets or other market observable inputs such as interest rates, yield curves and foreign currency spot rates; and • Level 3—Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. The Company's financial assets consist of cash equivalents and the Company's financial liabilities consist of a warrant liability. The fair value of the Company’s cash equivalents is determined using quoted prices in active markets. The Company's cash equivalents consist of money market funds that are classified as Level 1. The fair value of the Company’s warrant liability is determined using a Monte Carlo simulation. See Note 9. Warrants for assumptions used and methodologies utilized in calculating the estimated fair value. The Company’s warrant liability is classified as Level 3. Leases At the inception of the contract, the Company determines if an arrangement is a lease and has a lease term greater than 12 months. A lease qualifies as a finance lease if any of the following criteria are met at the inception of the lease: (i) there is a transfer of ownership of the leased asset to the Company by the end of the lease term, (ii) the Company holds an option to purchase the leased asset that it is reasonably certain to exercise, (iii) the lease term is for a major part of the remaining economic life of the leased asset, (iv) the present value of the sum of lease payments equals or exceeds substantially all of the fair value of the leased asset, or (v) the nature of the leased asset is specialized to the point that it is expected to provide the lessor no alternative use at the end of the lease term. All other leases are recorded as operating leases. All leases that are concluded to be in accordance with ASU No. 2018-11, Leases (Topic 842): Targeted Improvements are included in lease right-of-use (“ROU”) assets and lease liabilities in the consolidated balance sheets. ROU assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. Lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As most of the Company's leases do not provide an implicit rate, the Company uses an estimate of its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. The Company uses the implicit rate when readily determinable. The operating lease ROU asset is reduced by deferred lease payments and unamortized lease incentives. The Company's lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for fixed lease payments on operating leases are recognized over the expected term on a straight-line basis, while lease expense for fixed lease payments on financing leases are recognized using the effective interest method over the lease term. The Company has lease agreements with lease and non-lease components, which are generally accounted for separately. The non-lease components generally consist of common area maintenance that is expensed as incurred. |
Research and development expenses | Research and development expenses Research and development costs are expensed as incurred. The Company has entered into various research and development contracts with research institutions and other companies. Nonrefundable advanced payments for goods or services to be received in the future for use in research and development activities are deferred and capitalized. The capitalized amounts are expensed as the related goods are delivered or the services are performed or when the goods have been received rather than when the payment is made. When evaluating the adequacy of the related accrued liabilities, the Company analyzes progress of the studies and/or services performed, including the phase or completion of events, invoices received and contracted costs. |
Stock-based compensation expense | Stock-based compensation expense The Company accounts for its stock-based compensation to employees in accordance with ASC 718, Compensation-Stock Compensation and adjusts the amounts recorded each period to reflect actual forfeitures. Effective January 1, 2019, the Company recognizes stock-based compensation expense for stock-based awards, including grants of stock options and restricted stock, made to non-employee consultants based on the estimated fair value on the date of grant, over the requisite service period. Through December 31, 2018 , the Company recognized stock-based compensation expense for stock-based awards granted to non-employee consultants based on the fair value of the awards on each date on which the awards vest. Stock-based compensation expense was recognized over the vesting period, provided that services were rendered by such non-employee consultants during that time. At the end of each financial reporting period, the fair value of unvested options was re-measured using the then-current fair value of the common stock of the Company and updated assumptions in the Black-Scholes option-pricing model. For awards that vest or begin vesting upon achievement of a performance condition, the Company recognizes stock-based compensation expense when achievement of the performance condition is deemed probable using an accelerated attribution model over the implicit service period. Certain of the Company’s awards that contain performance conditions also require the Company to estimate the number of awards that will vest, which the Company estimates when the performance condition is deemed probable of achievement. |
Income taxes | Income taxes The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using the enacted tax rates in effect for the year in which these temporary differences are expected to recovered or settled. Valuation allowances are provided if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. |
Basic and diluted net loss per share | Basic and diluted net loss per share Basic net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding for the period. For periods in which the Company has reported net losses, diluted net loss per share is the same as basic net loss per share, because dilutive common shares are not assumed to have been issued if their effect is antidilutive. The Company reported a net loss for the years ended December 31, 2019 and 2018 . Basic net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding for the period. For periods in which the Company has reported net losses, diluted net loss per share is the same as basic net loss per share, because dilutive common shares are not assumed to have been issued if their effect is antidilutive. The Company reported a net loss for the years ended December 31, 2019 and 2018 . |
Recent accounting pronouncements | New Accounting Pronouncements The following new accounting pronouncements were adopted by the Company on January 1, 2019: In February 2016, the FASB issued ASU No. 2016-02, Leases , which replaced existing guidance in ASC 840, “Leases”, and in July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842): Targeted Improvements . The new standard establishes a ROU that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases are classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The adoption of ASC 842 resulted in the Company recognizing ROU assets and related operating lease liabilities of $1.7 million and $1.8 million, respectively, in the consolidated balance sheet as of January 1, 2019. The Company used the modified retrospective method of adoption, with January 1, 2019 as the effective date of initial application. The Company elected the short-term lease recognition exemption for all leases that qualify. The Company also elected the package of practical expedients for leases that commenced prior to January 1, 2019, allowing it not to reassess (i) whether any expired or existing contracts contain leases, (ii) the lease classification for any expired or existing leases and (iii) the initial indirect costs for any existing leases. In June 2018, the FASB issued ASU No. 2018-07, Improvements to Nonemployee Share Based Payment Accounting . The new standard largely aligns the accounting for share-based payment awards issued to employees and nonemployees by expanding the scope of ASC 718 to apply to nonemployee share-based transactions, as long as the transaction is not effectively a form of financing. The Company adopted the provisions of ASU No. 2018-17 effective January 1, 2019, which did not have a material impact on the Company's consolidated financial statements for the year ended December 31, 2019 . The following new accounting pronouncements have been issued but are not yet effective as of December 31, 2019 : In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which amends the impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables and available-for-sale debt securities. The new standard is effective beginning January 1, 2020. Based on the composition of the Company's investment portfolio, which includes only money market funds, and the insignificance of the Company's other financial assets, current market conditions, and historical credit loss activity, the Company does not expect the adoption of this standard to have a material impact on the consolidated financial position and results of operations and related disclosures. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement . The new standard requires public entities to disclose certain new information and modifies some disclosure requirements. The new standard is effective beginning January 1, 2020. The Company does not expect that the adoption of this standard will have a material impact on its disclosures. In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract . ASU 2018-15 requires a customer in a cloud computing arrangement that is a service contract to follow the internal-use software guidance in Accounting Standards Codification 350-40 to determine which implementation costs to defer and recognize as an asset. The new standard is effective beginning January 1, 2020. The Company does not expect that the adoption of this standard will have a material impact on its consolidated financial position and results of operations and related disclosures. |
Summary of significant accoun_3
Summary of significant accounting policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of estimated useful lives of assets | Depreciation is recorded using the straight-line method over the estimated useful lives of the respective assets, which are as follows: Asset Estimated useful life Laboratory equipment 5 Furniture and office equipment 5 Computer hardware and software 3-5 years Leasehold improvements Shorter of the useful life or remaining lease term |
Fair value of financial instr_2
Fair value of financial instruments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of financial instruments measured at fair value on recurring basis | The following table sets forth the Company's assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2019 and 2018 (in thousands): Total Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) December 31, 2019 Assets Cash equivalents 39,971 39,971 — — Total assets $ 39,971 $ 39,971 $ — $ — Liabilities Warrant liability 2,486 — — 2,486 Total liabilities $ 2,486 $ — $ — $ 2,486 December 31, 2018 Assets Cash equivalents 24,651 24,651 — — Total assets $ 24,651 $ 24,651 $ — $ — Liabilities Warrant liability 3,472 — — 3,472 Total liabilities $ 3,472 $ — $ — $ 3,472 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table sets forth the Company's assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2019 and 2018 (in thousands): Total Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) December 31, 2019 Assets Cash equivalents 39,971 39,971 — — Total assets $ 39,971 $ 39,971 $ — $ — Liabilities Warrant liability 2,486 — — 2,486 Total liabilities $ 2,486 $ — $ — $ 2,486 December 31, 2018 Assets Cash equivalents 24,651 24,651 — — Total assets $ 24,651 $ 24,651 $ — $ — Liabilities Warrant liability 3,472 — — 3,472 Total liabilities $ 3,472 $ — $ — $ 3,472 The following table reflects the change in the Company’s Level 3 warrant liability (in thousands): Warrant liability Balance at Issuance (January 2018) $ 18,231 Change in fair value (14,757 ) Warrants exercised (2 ) Balance at December 31, 2018 $ 3,472 Change in fair value (986 ) Balance at December 31, 2019 $ 2,486 |
Property and equipment, net (Ta
Property and equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment, net | Property and equipment, net consist of the following (in thousands): December 31, 2019 2018 Laboratory equipment $ 4,125 $ 3,761 Internally developed software 2,547 1,970 Leasehold improvements 1,524 1,524 Furniture and office equipment 456 447 Computer hardware 338 338 Internally developed software in progress 97 — Total property and equipment 9,087 8,040 Accumulated depreciation and amortization (6,470 ) (5,458 ) Property and equipment, net $ 2,617 $ 2,582 |
Accrued expenses and other cu_2
Accrued expenses and other current liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses and other current liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2019 2018 Payroll and employee-related costs $ 2,245 $ 2,147 Research and development costs 1,607 759 Other current liabilities 759 910 Total $ 4,611 $ 3,816 |
Commitments and contingencies (
Commitments and contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Lease, Cost | The weighted average remaining lease term and weighted average discount rate of the Company's operating leases are as follows: December 31, 2019 Weighted average remaining lease term in years 5.12 Weighted average discount rate 8.27 % |
Assets And Liabilities, Lessee | The following table summarizes the presentation in the Company's consolidated balance sheets: Leases (in thousands) Classification December 31, 2019 Assets Operating Lease right-of-use asset $ 6,156 Finance Lease right-of-use asset 150 Total leased assets $ 6,306 Liabilities Current Operating Lease liabilities $ 990 Finance Lease liabilities 127 Non-current Operating Lease liabilities, net of current portion 5,373 Finance Lease liabilities, net of current portion 22 Total lease liabilities $ 6,512 |
Lessee, Operating Lease, Liability, Maturity | The minimum lease payments related to the Company's operating leases in accordance with ASC 842 as of December 31, 2019 were as follows (in thousands): Operating Leases Finance Leases Total 2020 $ 1,477 $ 134 $ 1,611 2021 1,473 23 1,496 2022 1,511 — 1,511 2023 1,548 — 1,548 2024 and thereafter 1,853 — 1,853 Total lease payments $ 7,862 $ 157 $ 8,019 Less imputed interest (1,500 ) (7 ) (1,507 ) Total $ 6,362 $ 150 $ 6,512 |
Finance Lease, Liability, Maturity | The minimum lease payments related to the Company's operating leases in accordance with ASC 842 as of December 31, 2019 were as follows (in thousands): Operating Leases Finance Leases Total 2020 $ 1,477 $ 134 $ 1,611 2021 1,473 23 1,496 2022 1,511 — 1,511 2023 1,548 — 1,548 2024 and thereafter 1,853 — 1,853 Total lease payments $ 7,862 $ 157 $ 8,019 Less imputed interest (1,500 ) (7 ) (1,507 ) Total $ 6,362 $ 150 $ 6,512 |
Schedule of Property Subject to or Available for Operating Lease | As of December 31, 2018, future minimum commitments under the Company's operating leases with initial terms of more than one year were as follows (in thousands): Total Lease Commitments 2019 $ 1,637 2020 274 Total $ 1,911 |
Long-term debt (Tables)
Long-term debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Long-term Debt, Unclassified [Abstract] | |
Schedule of future principal payments on the 2014 Term Loan | Future principal payments, including the End of Term Charges, are as follows (in thousands): December 31, 2019 2020 $ — 2021 13,960 Total $ 13,960 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights | As of December 31, 2019 , the Company had the following potentially issuable shares of common stock related to unexercised warrants outstanding: Shares Exercise price Expiration date Classification Hercules Warrant 41,177 $ 6.80 Q2 2023 Equity 2018 Public Offering Warrants 3,616,944 $ 9.60 Q1 2023 Liability Private Placement Warrants 932,812 $ 4.52 Q1 2024 Equity Pre-Funded Warrants 531,250 $ 0.08 Q1 2039 Equity 5,122,183 |
Fair Value Measurement Inputs and Valuation Techniques | The following table details the assumptions used in the Monte Carlo simulation models used to estimate the fair value of the Warrant Liability as of December 31, 2019 and 2018 , respectively: December 31, 2019 December 31, 2018 Stock Price $ 2.07 $ 2.32 Volatility 50.0% - 116.6% 50.0% - 111.3% Remaining term (years) 3.1 4.1 Expected dividend yield — % — % Risk-free rate 1.6 % 2.4% - 2.5% Range of annual acquisition event probability 20.0 % 0.0% - 30.0% |
Stock and employee benefit pl_2
Stock and employee benefit plans (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of share based compensation expense | The weighted-average assumptions used in the Black-Scholes option-pricing model are as follows: Years ended December 31, 2019 2018 Expected volatility 79.7% 78.6% Risk-free interest rate 2.3% 2.8% Expected term (in years) 6.0 6.0 Expected dividend yield 0% 0% Total stock-based compensation expense is recognized for stock options and restricted stock granted to employees and non-employees and has been reported in the Company’s consolidated statements of operations as follows (in thousands): Years ended December 31, 2019 2018 Research and development $ 725 $ 620 General and administrative 1,112 1,533 Total $ 1,837 $ 2,153 |
Schedule of stock option activity for employees and nonemployees | The following table summarizes stock option activity for employees and non-employees (shares in thousands): Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding at December 31, 2018 893 $ 18.79 Granted 679 $ 4.36 Exercised (5 ) $ 4.32 Canceled (244 ) $ 17.64 Outstanding at December 31, 2019 1,323 $ 11.65 8.0 $ — Exercisable at December 31, 2019 522 $ 20.09 6.6 $ — |
Net loss per share attributable
Net loss per share attributable to common stockholders (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of earnings per share, basic and diluted | Basic and diluted net loss per share was calculated as follows for the years ended December 31, 2019 and 2018 : Years ended December 31, 2019 2018 Basic net loss per share: Numerator: Net loss (in thousands) $ (38,950 ) $ (27,811 ) Denominator: Weighted average common stock outstanding - basic (in thousands) 20,644 10,321 Dilutive effect of shares of common stock equivalents resulting from common stock options and restricted stock units — — Weighted average common stock outstanding - diluted 20,644 10,321 Net loss per share - basic and diluted $ (1.89 ) $ (2.69 ) |
Schedule of common stock equivalents, presented on converted basis, were excluded from calculation of net loss per share due to anti-dilutive effect | The following common stock equivalents outstanding as of December 31, 2019 and 2018 , presented on an as converted basis, were excluded from the calculation of net loss per share for the periods presented, due to their anti-dilutive effect (in thousands): Years ended December 31, 2019 2018 Stock options 1,323 893 Warrants 4,591 3,668 Total 5,914 4,561 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of the significant components of the deferred tax assets | The significant components of the Company’s deferred tax assets are comprised of the following: December 31, 2019 2018 Deferred tax assets: U.S. and state net operating loss carryforwards $ 56,906 $ 49,614 Capitalized R&D 28,427 25,366 Research and development credits 11,717 10,445 Lease liability 1,779 — Stock-based compensation 1,053 1,989 Depreciation and amortization 545 640 Accrued expenses 507 450 Other temporary differences 38 85 Total deferred tax assets 100,972 88,589 Less valuation allowance (99,249 ) (88,589 ) Deferred tax assets less valuation allowance $ 1,723 $ — Deferred tax liabilities: ROU asset $ (1,723 ) $ — Total deferred tax liabilities (1,723 ) — Net deferred tax assets (deferred tax liabilities) $ — $ — |
Schedule of a reconciliation of income tax expense computed at the statutory federal income tax rate to income taxes | A reconciliation of income tax expense computed at the statutory federal income tax rate to income taxes as reflected in the consolidated financial statements is as follows: Years ended December 31, 2019 2018 Federal income tax expense at statutory rate 21.0 % 21.0 % State income tax, net of federal benefit 6.3 % 8.9 % Permanent differences 0.0 % 9.0 % Research and development credit 3.3 % 6.7 % Change in valuation allowance (27.4 )% (43.1 )% Other, net (3.2 )% (2.5 )% Effective tax rate 0.0 % 0.0 % |
Quarterly financial informati_2
Quarterly financial information (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of quarterly financial information | Three Months Ended, March 31, 2019 June 30, 2019 September 30, 2019 December 31, 2019 Operating expenses $ 9,477 10,066 9,584 9,862 Net income (loss) (15,567 ) (6,495 ) (7,532 ) (9,356 ) Net loss per share - basic and diluted $ (1.22 ) $ (0.42 ) $ (0.28 ) $ (0.34 ) Weighted-average number of common shares used in computing net loss per share - basic and diluted 12,713 15,344 26,681 27,620 Three Months Ended, March 31, 2018 June 30, 2018 September 30, 2018 December 31, 2018 Operating expenses $ 10,384 9,788 10,460 $ 8,886 Net loss (15,890 ) (4,438 ) (7,833 ) 350 Net loss per share - basic and diluted $ (1.78 ) $ (0.42 ) $ (0.72 ) $ 0.03 Weighted-average number of common shares used in computing net loss per share - basic and diluted 8,905 10,693 10,829 10,847 |
Organization and operations - T
Organization and operations - The Company (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ (330,954) | $ (292,004) |
Cash and cash equivalents | 40,127 | 26,361 |
Net Cash Provided by (Used in) Operating Activities | $ (37,734) | $ (41,235) |
Common stock, shares authorized (in shares) | 85,000,000 | 250,000,000 |
Summary of significant accoun_4
Summary of significant accounting policies - Additional information (Details) shares in Thousands | 12 Months Ended | |
Dec. 31, 2019USD ($)Segmentshares | Dec. 31, 2018USD ($)shares | |
Segment information | ||
Number of operating segments | Segment | 1 | |
Asset Impairment Charges | ||
Asset impairment | $ | $ 0 | $ 0 |
Common stock equivalents, presented on an as converted basis, were excluded from the calculation of net loss per share for the periods presented, due to their anti-dilutive effect | ||
Common stock equivalents (in shares) | 5,914 | 4,561 |
Warrant | ||
Common stock equivalents, presented on an as converted basis, were excluded from the calculation of net loss per share for the periods presented, due to their anti-dilutive effect | ||
Common stock equivalents (in shares) | 4,591 | 3,668 |
Summary of significant accoun_5
Summary of significant accounting policies - Property and equipment (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Laboratory equipment | |
Property and equipment | |
Estimated useful life | 5 years |
Furniture and office equipment | |
Property and equipment | |
Estimated useful life | 5 years |
Computer hardware and software | Minimum | |
Property and equipment | |
Estimated useful life | 3 years |
Computer hardware and software | Maximum | |
Property and equipment | |
Estimated useful life | 5 years |
Internally developed software | Minimum | |
Property and equipment | |
Estimated useful life | 3 years |
Internally developed software | Maximum | |
Property and equipment | |
Estimated useful life | 5 years |
Fair value of financial instr_3
Fair value of financial instruments - Schedule of cash equivalents and investments carried at fair value (Details) - Recurring - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Assets: | ||
Total assets | $ 39,971 | $ 24,651 |
Liabilities: | ||
Warrant liability | 2,486 | 3,472 |
Total liabilities | 2,486 | 3,472 |
Money market funds | ||
Assets: | ||
Cash equivalents | 39,971 | 24,651 |
Quoted prices in active markets (Level 1) | ||
Assets: | ||
Total assets | 39,971 | 24,651 |
Liabilities: | ||
Warrant liability | 0 | 0 |
Total liabilities | 0 | 0 |
Quoted prices in active markets (Level 1) | Money market funds | ||
Assets: | ||
Cash equivalents | 39,971 | 24,651 |
Significant other observable inputs (Level 2) | ||
Assets: | ||
Total assets | 0 | 0 |
Liabilities: | ||
Warrant liability | 0 | 0 |
Total liabilities | 0 | 0 |
Significant other observable inputs (Level 2) | Money market funds | ||
Assets: | ||
Cash equivalents | 0 | 0 |
(Level 3) | ||
Assets: | ||
Total assets | 0 | 0 |
Liabilities: | ||
Warrant liability | 2,486 | 3,472 |
Total liabilities | 2,486 | 3,472 |
(Level 3) | Money market funds | ||
Assets: | ||
Cash equivalents | $ 0 | $ 0 |
Fair value of financial instr_4
Fair value of financial instruments - Change in the Company’s Level 3 Warrant liabilities (Details) - Warrant - (Level 3) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Jan. 01, 2018 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Balance at beginning of the period | $ 3,472 | $ 18,231 | ||
Change in fair value | 986 | 14,757 | ||
Warrants exercised | 2 | |||
Balance at September 30, 2019 | $ (3,472) | $ (18,231) | $ (2,486) | $ (18,200) |
Property and equipment, net (De
Property and equipment, net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2019 | |
Property and equipment, net | ||
Total property and equipment | $ 8,040 | $ 9,087 |
Accumulated depreciation and amortization | (5,458) | (6,470) |
Property and equipment, net | 2,582 | 2,617 |
Depreciation and amortization | 700 | |
Laboratory equipment | ||
Property and equipment, net | ||
Total property and equipment | 3,761 | 4,125 |
Internally developed software | ||
Property and equipment, net | ||
Total property and equipment | 1,970 | 2,547 |
Depreciation and amortization | 400 | |
Leasehold improvements | ||
Property and equipment, net | ||
Total property and equipment | 1,524 | 1,524 |
Furniture and office equipment | ||
Property and equipment, net | ||
Total property and equipment | 447 | 456 |
Computer hardware | ||
Property and equipment, net | ||
Total property and equipment | 338 | 338 |
Internally developed software in progress | ||
Property and equipment, net | ||
Total property and equipment | $ 0 | $ 97 |
Accrued expenses and other cu_3
Accrued expenses and other current liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Payroll and employee-related costs | $ 2,245 | $ 2,147 |
Research and development costs | 1,607 | 759 |
Other current liabilities | 759 | 910 |
Total | $ 4,611 | $ 3,816 |
Commitments and contingencies -
Commitments and contingencies - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | May 30, 2019 | Dec. 31, 2018 | |
Operating Leased Assets [Line Items] | |||
Operating lease, right-of-use asset | $ 6,156,000 | ||
Operating lease, liability | 6,362,000 | ||
Capital lease obligations | 7,200,000 | ||
Rent expense | $ 1,500,000 | ||
Incremental borrowing rate, percent | 7.95% | ||
Licensing agreement, amount | $ 1,600,000 | ||
Licensing agreement, milestone payment, amount | $ 300,000 | ||
Lease Extension for office and lab space | |||
Operating Leased Assets [Line Items] | |||
Operating lease, right-of-use asset | $ 5,400,000 | ||
Operating lease, liability | $ 5,300,000 | ||
Operating lease, renewal term | 5 years | ||
Master Facilities Operating Lease Due February 28, 2025 | |||
Operating Leased Assets [Line Items] | |||
Restricted cash and cash equivalents | $ 600,000 | $ 316,000 |
Commitments and contingencies_2
Commitments and contingencies - Operating Lease Term and Discount Rate (Details) | Dec. 31, 2019 |
Commitments and Contingencies Disclosure [Abstract] | |
Weighted average remaining lease term in years | 5 years 1 month 13 days |
Weighted average discount rate | 8.27% |
Commitments and contingencies C
Commitments and contingencies Commitments and contingencies - Supplemental Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Lease Assets [Abstract] | ||
Operating lease, right-of-use asset | $ 6,156 | |
Finance Lease, Right-of-Use Asset | 150 | |
Finance and Operating Lease, Right-of-Use Asset | 6,306 | $ 0 |
Lease Liabilities, Current [Abstract] | ||
Operating Lease, Liability, Current | 990 | |
Finance Lease, Liability, Current | 127 | |
Lease Liabilities, Noncurrent [Abstract] | ||
Operating Lease, Liability, Noncurrent | 5,373 | |
Finance Lease, Liability, Noncurrent | 22 | |
Total | $ 6,512 |
Commitments and contingencies_3
Commitments and contingencies Commitments and contingencies - Future minimum lease payments (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
2020 | $ 1,477 |
2021 | 1,473 |
2022 | 1,511 |
2023 | 1,548 |
2024 | 1,853 |
Total lease payments | 7,862 |
Less imputed interest | (1,500) |
Total | 6,362 |
Finance Lease, Liability, Payment, Due [Abstract] | |
2020 | 134 |
2021 | 23 |
2022 | 0 |
2023 | 0 |
2024 and thereafter | 0 |
Total lease payments | 157 |
Less imputed interest | (7) |
Total | 150 |
Finance and Operating Lease, Liability, Payment, Due [Abstract] | |
2020 | 1,611 |
2021 | 1,496 |
2022 | 1,511 |
2023 | 1,548 |
2024 and thereafter | 1,853 |
Total lease payments | 8,019 |
Less imputed interest | 1,507 |
Total | $ 6,512 |
Commitments and contingencies_4
Commitments and contingencies Commitments and contingencies - Prior period schedule of future minimum lease payments (Details) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Leases [Abstract] | |
2019 | $ 1,637 |
2020 | 274 |
Total | 1,911 |
Prior year rent expense | $ 1,500 |
Long-term debt (Details)
Long-term debt (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Nov. 30, 2019 | Apr. 24, 2018 | |
Long-Term Debt | ||||
Repayments of long-term debt | $ 1,919,000 | $ 535,000 | ||
Line of credit | 2018 Term Loan Agreement | ||||
Long-Term Debt | ||||
Debt financing | $ 14,000,000 | |||
Interest rate (as a percent) | 8.00% | |||
End of term charge | $ 1,000,000 | |||
Line of credit | 2018 Term Loan Agreement | Prime rate | ||||
Long-Term Debt | ||||
Variable rate basis (as a percent) | 3.00% | |||
Line of credit | 2014 Term Loan | ||||
Long-Term Debt | ||||
Interest expense | 1,600,000 | 1,700,000 | ||
Line of credit | 2014 Term Loan, first tranche | ||||
Long-Term Debt | ||||
Draw downs | $ 13,400,000 | $ 14,800,000 |
Long-term debt - Schedule of fu
Long-term debt - Schedule of future principal payments (Details) - Line of credit - 2014 Term Loan $ in Thousands | Dec. 31, 2019USD ($) |
Future principal payments | |
2020 | $ 0 |
2021 | 13,960 |
Total | $ 13,960 |
Stockholders' equity - Narrativ
Stockholders' equity - Narrative (Details) - USD ($) | Jun. 21, 2019 | Jan. 17, 2018 | Oct. 31, 2019 | Feb. 28, 2019 | Jan. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Apr. 24, 2018 |
Class of Stock [Line Items] | ||||||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||||||
Proceeds from equity offerings, net of issuance costs | $ 54,669,000 | $ 55,458,000 | ||||||
Preferred stock, shares issued (in dollars per share) | 1,635,000 | 1,635,000 | ||||||
Preferred stock, par or stated value per share (in dollars per share) | $ 0.001 | $ 0.001 | ||||||
Payment of financing and stock issuance costs | $ 4,000,000 | |||||||
Payments of stock issuance costs | 2,600,000 | |||||||
Payments for derivative instrument, financing activities | $ 1,400,000 | |||||||
Private placement | ||||||||
Class of Stock [Line Items] | ||||||||
Sale of stock, consideration received on transaction | $ 13,800,000 | |||||||
Sale of stock, price per share (in dollars per share) | $ 4.02 | |||||||
Private Placement - Second Closing | ||||||||
Class of Stock [Line Items] | ||||||||
Sale of stock, consideration received on transaction | $ 24,200,000 | |||||||
Pre-Funded Warrant Shares | Private placement | ||||||||
Class of Stock [Line Items] | ||||||||
Shares issued in transaction (in shares) | 531,250 | |||||||
Common Class A | Underwritten 2019 Public Offering | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock, par value (in dollars per share) | $ 0.001 | |||||||
Share price (in dollars per share) | $ 3.5 | |||||||
Sale of stock, consideration received on transaction | $ 36,800,000 | |||||||
Common Class A | Underwritten 2018 Public Offering | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock, par value (in dollars per share) | $ 0.001 | |||||||
Share price (in dollars per share) | $ 8 | |||||||
Sale of stock, consideration received on transaction | $ 53,400,000 | |||||||
Common Class A | Underwritten Public Offering | ||||||||
Class of Stock [Line Items] | ||||||||
Convertible preferred stock, shares issued upon conversion | 125 | |||||||
Common Shares | Private placement | ||||||||
Class of Stock [Line Items] | ||||||||
Shares issued in transaction (in shares) | 3,199,998 | |||||||
Common Shares | Concurrent Offerings | Underwritten 2019 Public Offering | ||||||||
Class of Stock [Line Items] | ||||||||
Issuance of common stock (in shares) | 10,500,000 | |||||||
Common Shares | Concurrent Offerings | Underwritten 2018 Public Offering | ||||||||
Class of Stock [Line Items] | ||||||||
Issuance of common stock (in shares) | 6,670,625 | |||||||
Warrants outstanding (in shares) | 3,335,313 | |||||||
Common Shares | Overallotment Option Liability | Underwritten 2019 Public Offering | ||||||||
Class of Stock [Line Items] | ||||||||
Sale of stock, consideration received on transaction | $ 5,500,000 | |||||||
Warrants outstanding (in shares) | 1,575,000 | |||||||
Proceeds from equity offerings, net of issuance costs | $ 38,400,000 | |||||||
Common Shares | Overallotment Option Liability | Underwritten 2018 Public Offering | ||||||||
Class of Stock [Line Items] | ||||||||
Issuance of common stock (in shares) | 119,718 | |||||||
Warrants outstanding (in shares) | 179,757 | |||||||
Proceeds from equity offerings, net of issuance costs | $ 1,000,000 | |||||||
Private Placement Warrants | Private placement | ||||||||
Class of Stock [Line Items] | ||||||||
Shares issued in transaction (in shares) | 932,812 | |||||||
Convertible Preferred Stock | Concurrent Offerings | Underwritten 2018 Public Offering | ||||||||
Class of Stock [Line Items] | ||||||||
Sale of stock, consideration received on transaction | $ 1,600,000 | |||||||
Warrants outstanding (in shares) | 102,188 | |||||||
Preferred stock, shares issued (in dollars per share) | 1,635 | |||||||
Preferred stock, par or stated value per share (in dollars per share) | $ 0.001 | |||||||
Convertible preferred stock, shares issued upon conversion | 204,375 | |||||||
Lincoln Park Capital | Common Shares | ||||||||
Class of Stock [Line Items] | ||||||||
Share price (in dollars per share) | $ 2.587 | |||||||
Issuance of common stock | $ 2,500,000 | |||||||
Long-term purchase commitment, period | 30 months | |||||||
Long-term purchase commitment, amount | $ 27,500,000 | |||||||
Common stock, shares issued as commitment fee | 289,966 | |||||||
Maximum | Lincoln Park Capital | Common Shares | ||||||||
Class of Stock [Line Items] | ||||||||
Issuance of common stock (in shares) | 5,227,323 | |||||||
Shares of common stock outstanding, agreement threshold, percent | 19.99% | |||||||
Line of credit | Maximum | Hercules Technology Growth Capital Inc. | 2018 Term Loan Agreement | ||||||||
Class of Stock [Line Items] | ||||||||
Amended equity rights letter agreement, amount | $ 2,000,000 | |||||||
Common Shares | At-The-Market Equity Offering Program | ||||||||
Class of Stock [Line Items] | ||||||||
Issuance of common stock (in shares) | 463,887 | |||||||
Proceeds from equity offerings, net of issuance costs | $ 4,000,000 |
Warrants (Details)
Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 | |
Class of Warrant or Right [Line Items] | ||||
Change in fair value of warrant | $ 986 | $ 14,757 | ||
Warrant liability | 2,486 | 3,472 | ||
Warrant | (Level 3) | ||||
Class of Warrant or Right [Line Items] | ||||
Fair value, measurement liability value | 2,486 | 3,472 | $ 18,200 | $ 18,231 |
Change in fair value of warrant | 1,000 | 14,800 | ||
Warrant liability | $ 2,500 | $ 3,500 | ||
Hercules Warrant | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding (in shares) | 41,177 | |||
Exercise price of warrant (in dollars per share) | $ 6.80 | |||
Public Offering Warrant | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding (in shares) | 3,616,944 | |||
Exercise price of warrant (in dollars per share) | $ 9.60 | |||
Initial Closing Private Placement Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding (in shares) | 932,812 | |||
Exercise price of warrant (in dollars per share) | $ 4.52 | |||
Initial Closing Pre-Funded Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding (in shares) | 531,250 | |||
Exercise price of warrant (in dollars per share) | $ 0.08 | |||
Warrant liability | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding (in shares) | 5,122,183 |
Warrants Schedule of Warrant Li
Warrants Schedule of Warrant Liability Assumptions (Details) - Warrant | Dec. 31, 2019$ / shares | Dec. 31, 2018$ / shares |
Stock Price | ||
Class of Warrant or Right [Line Items] | ||
Warrants, measurement input | 2.07 | 2.32 |
Remaining term (years) | ||
Class of Warrant or Right [Line Items] | ||
Remaining term (years) | 3 years 1 month 6 days | 4 years 1 month 6 days |
Expected dividend yield | ||
Class of Warrant or Right [Line Items] | ||
Warrants, measurement input | 0 | 0 |
Risk-free rate | ||
Class of Warrant or Right [Line Items] | ||
Warrants, measurement input | 0.016 | |
Range of annual acquisition event probability | ||
Class of Warrant or Right [Line Items] | ||
Warrants, measurement input | 0.200 | |
Minimum | Risk-free rate | ||
Class of Warrant or Right [Line Items] | ||
Warrants, measurement input | 0.024 | |
Minimum | Range of annual acquisition event probability | ||
Class of Warrant or Right [Line Items] | ||
Warrants, measurement input | 0 | |
Maximum | Risk-free rate | ||
Class of Warrant or Right [Line Items] | ||
Warrants, measurement input | 0.025 | |
Maximum | Range of annual acquisition event probability | ||
Class of Warrant or Right [Line Items] | ||
Warrants, measurement input | 0.300 |
Stock and employee benefit pl_3
Stock and employee benefit plans - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Jan. 01, 2020 | Feb. 10, 2014 | |
Savings Plan 401K | ||||
Stock-based compensation | ||||
Defined contribution plan, cost | $ 0.2 | $ 0.1 | ||
Outstanding options | ||||
Stock-based compensation | ||||
Granted (in shares) | 678,710 | 657,375 | ||
Grants in period, weighted average grant date fair value | $ 4.36 | $ 6.96 | ||
Compensation cost not yet recognized, period for recognition | 2 years 7 months 24 days | |||
Employee stock options | ||||
Stock-based compensation | ||||
Stock compensation not yet recognized | $ 3 | |||
Equity Incentive Plan 2014 | ||||
Stock-based compensation | ||||
Award percentage applied on outstanding shares of common stock for automatic inclusion in plan | 4.00% | |||
Equity Incentive Plan 2014 | Subsequent event | ||||
Stock-based compensation | ||||
Number of shares authorized | 1,098,116 | |||
Equity Incentive Plan 2007 and Equity Incentive Plan 2014 | Outstanding options | ||||
Stock-based compensation | ||||
Shares reserved for future issuance | 1,568,535 | |||
Number of shares available for grant | 245,430 | |||
2014 ESPP | Employee stock purchase plan | ||||
Stock-based compensation | ||||
Number of shares authorized | 337,597 | |||
Shares reserved for future issuance | 217,985 | |||
Award option period | 6 months | |||
Shares issued in period | 71,118 | 23,417 |
Stock and employee benefit pl_4
Stock and employee benefit plans - Weighted-average assumptions used (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Fair value of each employee stock award on the grant date and the assumptions regarding the fair value of the underlying common stock | ||
Expected volatility | 79.70% | 78.60% |
Risk-free interest rate | 2.30% | 2.80% |
Expected term (in years) | 6 years | 6 years 4 days |
Expected dividend yield | 0.00% | 0.00% |
Stock and employee benefit pl_5
Stock and employee benefit plans - Stock option activity (Details) - Outstanding options - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Shares | ||
Outstanding at the beginning of the period (in shares) | 893,000 | |
Granted (in shares) | 678,710 | 657,375 |
Exercised (in shares) | (5,000) | |
Canceled (in shares) | (244,000) | |
Outstanding at the end of the period (in shares) | 1,323,000 | 893,000 |
Exercisable at the end of the period (in shares) | 522,000 | |
Weighted - Average Exercise Price | ||
Outstanding at the beginning of the period (in dollars per share) | $ 18.79 | |
Granted (in dollars per share) | 4.36 | |
Exercised (in dollars per share) | 4.32 | |
Canceled (in dollars per share) | 17.64 | |
Outstanding at the end of the period (in dollars per share) | 11.65 | $ 18.79 |
Exercisable at the end of the period (in dollars per share) | $ 20.09 | |
Weighted- Average Remaining Contractual Term | ||
Outstanding at the end of the period | 8 years | |
Exercisable at the end of the period | 6 years 7 months 6 days | |
Aggregate Intrinsic Value | ||
Outstanding at the beginning of the period (in dollars) | ||
Outstanding at the end of the period (in dollars) | 0 | |
Exercisable at the end of the period (in dollars) | $ 0 |
Stock and employee benefit pl_6
Stock and employee benefit plans - Stock based compensation expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Stock Based Compensation Expense | ||
Total stock-based compensation expense | $ 1,837 | $ 2,153 |
Research and development | ||
Stock Based Compensation Expense | ||
Total stock-based compensation expense | 725 | 620 |
General and administrative | ||
Stock Based Compensation Expense | ||
Total stock-based compensation expense | $ 1,112 | $ 1,533 |
Net loss per share Schedule of
Net loss per share Schedule of earnings per share, basic and diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Earnings Per Share [Abstract] | ||||||||||
Net loss | $ (9,356) | $ (7,532) | $ (6,495) | $ (15,567) | $ 350 | $ (7,833) | $ (4,438) | $ (15,890) | $ (38,950) | $ (27,811) |
Weighted average common stock outstanding - basic (in thousands) | 20,644 | 10,321 | ||||||||
Dilutive effect of shares of common stock equivalents resulting from common stock options and restricted stock units | 0 | 0 | ||||||||
Weighted average common stock outstanding - diluted | 20,644 | 10,321 | ||||||||
Net loss per share - basic and diluted (in USD per share) | $ (0.34) | $ (0.28) | $ (0.42) | $ (1.22) | $ 0.03 | $ (0.72) | $ (0.42) | $ (1.78) | $ (1.89) | $ (2.69) |
Net loss per share attributab_2
Net loss per share attributable to common stockholders (Details) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Common stock equivalents, presented on an as converted basis, were excluded from the calculation of net loss per share for the periods presented, due to their anti-dilutive effect | ||
Common stock equivalents (in shares) | 5,914 | 4,561 |
Stock options | ||
Common stock equivalents, presented on an as converted basis, were excluded from the calculation of net loss per share for the periods presented, due to their anti-dilutive effect | ||
Common stock equivalents (in shares) | 1,323 | 893 |
Warrant | ||
Common stock equivalents, presented on an as converted basis, were excluded from the calculation of net loss per share for the periods presented, due to their anti-dilutive effect | ||
Common stock equivalents (in shares) | 4,591 | 3,668 |
Income taxes (Details)
Income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Deferred tax assets: | ||
U.S. and state net operating loss carryforwards | $ 56,906 | $ 49,614 |
Capitalized R&D | 28,427 | 25,366 |
Research and development credits | 11,717 | 10,445 |
Lease liability | 1,779 | 0 |
Stock-based compensation | 1,053 | 1,989 |
Depreciation and amortization | 545 | 640 |
Accrued expenses | 507 | 450 |
Other temporary differences | 38 | 85 |
Total deferred tax assets | 100,972 | 88,589 |
Less valuation allowance | (99,249) | (88,589) |
Deferred tax assets less valuation allowance | 1,723 | 0 |
ROU asset | (1,723) | 0 |
Total deferred tax liabilities | (1,723) | 0 |
Net deferred tax assets (deferred tax liabilities) | $ 0 | $ 0 |
Reconciliation of income tax expense | ||
Federal income tax expense at statutory rate | 21.00% | 21.00% |
State income tax, net of federal benefit | 6.30% | 8.90% |
Permanent differences | 0.00% | 9.00% |
Research and development credit | 3.30% | 6.70% |
Change in valuation allowance | (27.40%) | (43.10%) |
Other, net | (3.20%) | (2.50%) |
Effective tax rate | 0.00% | 0.00% |
Income taxes - Additional infor
Income taxes - Additional information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income taxes | ||
Increase in valuation allowance | $ 10,700,000 | |
Unrecognized accrued interest or penalties related to uncertain tax positions | 0 | $ 0 |
Uncertain tax position | 0 | 0 |
U.S. federal | ||
Income taxes | ||
Net operating loss carryforwards | 211,500,000 | 184,800,000 |
U.S. federal | Research and development | ||
Income taxes | ||
Tax credit carryforwards | 8,900,000 | 7,800,000 |
U.S. state | ||
Income taxes | ||
Net operating loss carryforwards | 197,700,000 | 171,100,000 |
U.S. state | Research and development | ||
Income taxes | ||
Tax credit carryforwards | $ 3,500,000 | $ 3,200,000 |
Quarterly financial informati_3
Quarterly financial information (unaudited) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | ||||||||||
Operating expenses | $ 9,862 | $ 9,584 | $ 10,066 | $ 9,477 | $ 8,886 | $ 10,460 | $ 9,788 | $ 10,384 | $ 38,989 | $ 39,518 |
Net income (loss) | $ (9,356) | $ (7,532) | $ (6,495) | $ (15,567) | $ 350 | $ (7,833) | $ (4,438) | $ (15,890) | $ (38,950) | $ (27,811) |
Net loss per share - basic and diluted (in USD per share) | $ (0.34) | $ (0.28) | $ (0.42) | $ (1.22) | $ 0.03 | $ (0.72) | $ (0.42) | $ (1.78) | $ (1.89) | $ (2.69) |
Weighted-average number of common shares used in net loss per share - basic and diluted (in shares) | 27,620 | 26,681 | 15,344 | 12,713 | 10,847 | 10,829 | 10,693 | 8,905 | 20,644 | 10,321 |
Uncategorized Items - gnca-2019
Label | Element | Value |
Preferred Stock [Member] | Secondary Public Offering [Member] | ||
Adjustments to Additional Paid in Capital, Warrant Issued | us-gaap_AdjustmentsToAdditionalPaidInCapitalWarrantIssued | $ 0 |