Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Feb. 18, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2020 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-36289 | ||
Entity Registrant Name | GENOCEA BIOSCIENCES, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 51-0596811 | ||
Entity Address, Address Line One | 100 Acorn Park Drive | ||
Entity Address, City or Town | Cambridge | ||
Entity Address, State or Province | MA | ||
Entity Address, Postal Zip Code | 02140 | ||
City Area Code | 617 | ||
Local Phone Number | 876-8191 | ||
Title of 12(b) Security | Common Stock, $0.001 par value | ||
Trading Symbol | GNCA | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 50,650,089 | ||
Entity Common Stock, Shares Outstanding | 53,518,483 | ||
Entity Central Index Key | 0001457612 | ||
Document Fiscal Year Focus | 2020 | ||
Amendment Flag | false | ||
Document Fiscal Period Focus | FY | ||
Security Exchange Name | NASDAQ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 79,769 | $ 40,127 |
Prepaid expenses and other current assets | 2,458 | 1,457 |
Total current assets | 82,227 | 41,584 |
Property and equipment, net | 5,123 | 2,617 |
Right of use assets | 9,308 | 6,306 |
Restricted cash | 631 | 631 |
Other non-current assets | 1,204 | 1,473 |
Total assets | 98,493 | 52,611 |
Current liabilities: | ||
Accounts payable | 534 | 553 |
Accrued expenses and other current liabilities | 7,344 | 4,611 |
Deferred revenue | 1,641 | 0 |
Lease liabilities | 1,614 | 1,117 |
Current portion of long-term debt | 13,862 | 0 |
Total current liabilities | 24,995 | 6,281 |
Non-current liabilities: | ||
Warrant liabilities | 56,118 | 2,486 |
Lease liabilities, net of current portion | 8,398 | 5,395 |
Long-term debt, net of current portion | 0 | 13,407 |
Total liabilities | 89,511 | 27,569 |
Commitments and contingencies (Note 7) | ||
Stockholders’ equity: | ||
Preferred stock, $0.001 par value; (shares authorized of 25,000,000 at December 31, 2020 and 2019; — shares issued and outstanding at December 31, 2020 and 1,635 shares issued and outstanding at December 31, 2019) | 0 | 701 |
Common stock, $0.001 par value; (shares authorized of 170,000,000 and 85,000,000 at December 31, 2020 and 2019, respectively; 53,018,813 shares issued and outstanding at December 31, 2020 and 27,452,900 shares issued and outstanding at December 31, 2019) | 53 | 27 |
Additional paid-in capital | 383,597 | 355,268 |
Accumulated deficit | (374,668) | (330,954) |
Total stockholders’ equity | 8,982 | 25,042 |
Total liabilities and stockholders’ equity | $ 98,493 | $ 52,611 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
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) | 0 | 1,635 |
Preferred Stock, Shares Outstanding | 0 | 1,635 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 170,000,000 | 85,000,000 |
Common stock, shares issued (in shares) | 53,018,813 | 27,452,900 |
Common stock, shares outstanding | 53,018,813 | 27,452,900 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
License revenue | $ 1,359 | $ 0 |
Operating expenses: | ||
Research and development | 33,960 | 26,952 |
General and administrative | 14,388 | 12,037 |
Total operating expenses | 48,348 | 38,989 |
Loss from operations | (46,989) | (38,989) |
Other income (expense): | ||
Change in fair value of warrants | 8,889 | 986 |
Interest expense, net | (1,380) | (946) |
Other expense | (4,234) | (1) |
Total other income | 3,275 | 39 |
Net loss | (43,714) | (38,950) |
Comprehensive loss | $ (43,714) | $ (38,950) |
Net loss per share: | ||
Basic (in dollars per share) | $ (0.98) | $ (1.89) |
Diluted (in dollars per share) | $ (1.11) | $ (1.89) |
Weighted-average number of shares used in computing net loss per share: | ||
Weighted average common stock outstanding - basic | 44,436 | 20,644 |
Weighted average common stock outstanding - diluted | 46,553 | 20,644 |
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 Stock | Common StockSecondary public offering | Common StockEmployee 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, 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 | $ 151 | $ 16 | $ 54,653 | $ 151 | |||||||
Issuance of common stock (in shares) | 16,530 | 76 | 0 | |||||||||
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 | ||||||||||
Increase (Decrease) in Redeemable Convertible Preferred Stock and Stockholders' (Deficit) Equity | ||||||||||||
Issuance of common stock | $ 25,534 | $ 146 | $ 26 | $ 25,508 | $ 146 | |||||||
Issuance of common stock (in shares) | 25,280 | 81 | ||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | 0 | $ (701) | 701 | |||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 205 | |||||||||||
Stock-based compensation expense | 1,974 | 1,974 | ||||||||||
Net loss | (43,714) | (43,714) | ||||||||||
Balance - Stockholders' Equity (Deficit) at Dec. 31, 2020 | $ 8,982 | $ 53 | $ 383,597 | $ (374,668) | ||||||||
Balance - Stockholders' Equity (Deficit) (in shares) at Dec. 31, 2020 | 53,019 | 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Operating activities | ||
Net loss | $ (43,714) | $ (38,950) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,138 | 1,097 |
Stock-based compensation | 1,974 | 1,837 |
Change in fair value of warrant liability | (8,889) | (986) |
Allocation of proceeds to transaction expenses | 4,219 | 0 |
Non-cash interest expense | 455 | 504 |
Other | 122 | 81 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (1,051) | (803) |
Right of use assets, net of lease liabilities | 634 | 206 |
Other non-current assets | 269 | (423) |
Accounts payable | 31 | (1,106) |
Accrued expenses and other liabilities | 1,520 | 809 |
Deferred Revenue, Period Increase (Decrease) | 1,641 | 0 |
Net cash used in operating activities | (41,651) | (37,734) |
Investing activities | ||
Purchases of property and equipment | (2,585) | (1,135) |
Proceeds from sale of equipment | 30 | 48 |
Net cash used in investing activities | (2,555) | (1,087) |
Financing activities | ||
Proceeds from issuance of common stock, net | 83,836 | 54,669 |
Proceeds from issuance of common stock under employee benefit plans | 146 | 151 |
Payments on finance lease | (134) | 0 |
Repayment of long-term debt | 0 | (1,919) |
Net cash provided by financing activities | 83,848 | 52,901 |
Net increase in cash, cash equivalents and restricted cash | 39,642 | 14,080 |
Cash, cash equivalents and restricted cash at beginning of period | 40,758 | 26,678 |
Cash, cash equivalents and restricted cash at end of period | 80,400 | 40,758 |
Non-cash financing activities and supplemental cash flow information | ||
Right-of-use asset obtained in exchange for lease liabilities | 5,931 | 5,385 |
Cash paid in connection with operating lease liabilities | 2,601 | 1,637 |
Capital Expenditures Incurred but Not yet Paid | 1,212 | 0 |
Cash paid for interest | $ 1,051 | $ 1,103 |
Organization and operations
Organization and operations | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and operations | Organization and operations Genocea Biosciences, Inc. ("Genocea" or 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 is dedicated to discovering and developing novel cancer immunotherapies using its proprietary ATLAS TM platform. The ATLAS platform profiles each patient's CD4 + and CD8 + T cell immune responses to every potential target or “antigen” identified by next generation sequencing of that patient's tumor. ATLAS zeroes in both antigens that activate anti-tumor T cell responses and inhibitory antigens, Inhibigens TM , that drive pro-tumor immune responses. The Company believes this approach ensures that cancer immunotherapies, such as vaccines and cellular therapies, focus T cell responses on the tumor targets most vulnerable to T cell targeting. Consequently, Genocea believes that ATLAS may enable more immunogenic and efficacious cancer immunotherapies. Genocea's GEN-011 program is an adoptive T cell therapy using neoantigen-targeted peripheral T cells (NPTs). The GEN-011 NPTs are specific for ATLAS-identified anti-tumor antigens that are used to manufacture a peripheral blood-derived, tumor-specific T cell therapy. GEN-011’s use of peripheral blood brings potential patient accessibility and cost advantages by eliminating the need for extra surgery or viable tumor. The Company is initiating clinical sites and accruing patients for a first-in-human GEN-011 clinical trial. Our GEN-009 program is a neoantigen vaccine delivering adjuvanted synthetic long peptides spanning ATLAS-identified anti-tumor neoantigens. After reporting initial clinical responses for GEN-009 delivered in combination with standard-of-care checkpoint inhibitors ("CPIs") in 2020, the Company continues to monitor patients to confirm these initial efficacy signals. 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 cost of drug development; competition from other companies; the uncertainty of being able to secure additional capital when needed to fund operations; and the challenges and uncertainty associated with the outbreak of the coronavirus, or referred to as COVID-19, that have arisen in the global economy, that could adversely impact the Company's operations, supply chain, preclinical development work, clinical trials and ability to raise capital. The Company regularly evaluates 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, 2020, the Company had an accumulated deficit of $374.7 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, or 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-011 or other corporate programs and activities. As reflected in the consolidated financial statements, the Company had available cash and cash equivalents of $79.8 million at December 31, 2020. In addition, the Company used $41.7 million of cash for operating activities during 2020. The Company’s available cash and cash equivalents at December 31, 2020 are expected to fund operations for a period of at least a year from the date the financial statements are issued. 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. 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, 2020 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | Summary of significant accounting policies The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States ("U.S. GAAP"). 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, revenue recognition, and warrant liabilities, which could change period to period based on changes in facts and circumstances. 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. Foreign currency translation Realized and unrealized gains and losses resulting from foreign currency transactions denominated in currencies other than the functional currency are reflected as other (expense) income, net in the consolidated statements of operations. Revenue recognition Revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled in exchange for these goods and services. To achieve this core principle, the Company applies the following five steps: 1) identify the customer contract; 2) identify the contract’s performance obligations; 3) determine the transaction price; 4) allocate the transaction price to the performance obligations; and 5) recognize revenue when or as a performance obligation is satisfied. Licensing arrangements are analyzed to determine whether the promised goods or services, which could include licenses and research and development materials and services, are distinct or whether they must be accounted for as part of a combined performance obligation. If the license is considered not to be distinct, the license would then be combined with other promised goods or services as a combined performance obligation. Certain contracts contain options to obtain future goods or services at a discount, which would not be provided without entering into the contract. These options are considered material rights, and therefore, are accounted for as separate performance obligations. The transaction price is determined based on the consideration to which the Company will be entitled. The consideration promised may include fixed amounts, variable amounts, or both. For milestone payments, the Company estimates the amount of variable consideration by using the most likely amount method. In making this assessment, the Company evaluates factors such as the clinical, commercial and other risks that must be overcome to achieve the milestone. The Company re-evaluates the probability of realizing such variable consideration and any related constraints at each reporting period. The Company includes variable consideration in the transaction price to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price among the performance obligations on a relative standalone selling price basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct good or service that forms part of a single performance obligation. The Company allocates the transaction price based on the estimated standalone selling price of the underlying performance obligations. The Company must develop assumptions that require judgment to determine the standalone selling price for each performance obligation identified in the contract. The Company utilizes key assumptions to determine the standalone selling price, which may include other comparable transactions, pricing considered in negotiating the transaction and the estimated costs to complete the respective performance obligation. Certain variable consideration is allocated specifically to one or more performance obligations in a contract when the terms of the variable consideration relate to the satisfaction of the performance obligation and the resulting amounts allocated to each performance obligation are consistent with the amount the Company would expect to receive for each performance obligation. The transaction price is allocated to each separate performance obligation on a relative standalone selling price basis. When a performance obligation is satisfied, revenue is recognized for the amount of the transaction price allocated to that performance obligation on a relative standalone selling price basis, which excludes estimates of variable consideration that are constrained. Significant management judgment is required in determining the level of effort required under an arrangement and the period over which the Company is expected to complete its performance obligations under an arrangement. For performance obligations consisting of licenses and other promises, the Company utilizes judgment to assess whether the combined performance obligation is satisfied over time or at a point in time and the recognition pattern of non-refundable, up-front fees. Contract liabilities The Company records a contract liability, classified as deferred revenue on its consolidated balance sheet, when it has received payment but has not yet satisfied the related performance obligations. In the event of an early termination of a contract with a customer, any contract liabilities would be recognized in the period in which all Company obligations under the agreement have been fulfilled. 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. 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 class Estimated useful life (in years) Laboratory equipment 5 Furniture and office equipment 5 Computer hardware and software 3 – 5 Leasehold improvements Shorter of the useful life or remaining lease term Development of software for internal use 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 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. Deferred financing costs The Company records debt issuance costs as a reduction to the related debt's carrying value and amortizes these costs over the life of the debt using 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 warrant liabilities. 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 liabilities is determined using a Monte Carlo simulation. The Company remeasures the fair value of its liability-classified warrants at each reporting date. The Monte Carlo simulation requires the input of assumptions, including the Company's stock price, the volatility of its stock price, remaining term in years, expected dividend yield, and risk-free rate. In addition, the valuation model considers our probability of being acquired during each annual period within the terms of the liability-classified warrants, as an acquisition event can potentially impact the settlement. Changes to the assumptions used in determining the fair value of the Company's liability-classified warrants could result in materially different fair values for these warrant liabilities. See Note 10. Warrants for assumptions used to calculate the estimated fair value of the Company's warrant liabilities. The Company’s warrant liabilities are 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. The Company has elected not to recognize on the balance sheet leases that, at the commencement date, have a lease term of twelve months or less and do not include a purchase option that the Company is reasonably certain to exercise. These short-term leases are expensed on a straight-line basis over the lease term. 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 and are included in 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. 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. Research and development expenses include fees paid to CROs in connection with clinical trials, CMOs with respect to preclinical and clinical materials and intermediaries, and vendors in connection with preclinical development activities. 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. The Company conducts a thorough review of open contracts and purchase orders as well as an evaluation by internal personnel to identify services received that have been performed in order to establish an estimate for the associated cost incurred for these services for which it has not yet been invoiced or otherwise notified of the actual cost. The majority of Genocea’s service providers invoice the Company monthly in arrears for services performed or when contractual milestones are met. Genocea makes estimates of its accrued research and development expenses as of each balance sheet date in the consolidated financial statements based on facts and circumstances known to it at that time. The Company periodically confirms the accuracy of its estimates with the service providers and make adjustments, if necessary. The Company bases its expenses related to clinical trials on its estimates of the services performed pursuant to contracts with clinical sites that conduct clinical trials on our behalf. The financial terms of these agreements are subject to negotiation, vary from contract to contract and may result in uneven payment flows. Payments under some of these contracts depend on factors such as the successful enrollment of patients and the completion of required data submission. In recording service fees, the Company makes estimates based upon the time period over which services will be performed or other observable and measurable progress points as defined in the contracts, such as number of patients enrolled, number of sites, or extent of services performed in each period. The calculated amount of service fee expense is compared to the actual payments made pursuant to the contract's billing schedule to determine the resulting prepaid or accrual position. If Genocea’s estimates of the status and timing of services performed differs from the actual status and timing of services performed, the Company may report amounts that are too high or too low in any particular period. To date, there has been no material differences from the Company’s estimates to the amount incurred. Stock-based compensation expense The Company recognizes stock-based compensation expense for stock-based awards, including grants of stock options and restricted stock units ("RSUs"), over the requisite service period based on the estimated fair value on the grant date. The Company calculates the fair value of its stock options using the Black-Scholes option pricing model. The fair value of the RSUs is the closing market price of Genocea's common stock on the grant date. Forfeitures are recorded as they occur. 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. Diluted net loss per share is computed by dividing the net loss, adjusted for the remeasurement to fair value for the warrants that were issued in connection with the 2020 private placement as they are both liability-classified and in-the-money, by the weighted average number of common shares outstanding during the period, adjusted for the dilutive effect of shares of common stock equivalents resulting from warrants as determined using the treasury stock method. New Accounting Pronouncements The following new accounting pronouncements were adopted by the Company on January 1, 2020: In 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), 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 Company early adopted the standard on 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 adoption of this standard did not have a material impact on the Company's consolidated financial statements and related disclosures. In 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). The new standard requires public entities to disclose certain new information and modifies some disclosure requirements. The Company adopted the standard on the required effective date of January 1, 2020. This standard did not have a material impact on the Company's disclosures. In 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”). 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 Company adopted the standard on a prospective basis on the required effective date of January 1, 2020. This standard did not have a material impact on the Company's consolidated financial statements and related disclosures. The following new accounting pronouncement has been issued but is not yet effective as of December 31, 2020: In 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ("ASU 2019-12"). ASU 2019-12 simplifies the accounting for income taxes and will be effective beginning after December 15, 2020. The Company will adopt this standard on January 1, 2021. The adoption of this standard is not expected to have a material impact on the Company's consolidated financial statements and related disclosures. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue In May 2020, the Company entered into a material transfer agreement (the “MTA”) with Shionogi & Co., Ltd. (“Shionogi”), a Japanese corporation, pursuant to which the Company agreed to transfer certain HSV-2 antigens from its GEN-003 program to Shionogi to evaluate the potential development of a novel HSV-2 vaccine. In connection with the agreement, the Company provided Shionogi with an option to negotiate an exclusive development and commercialization license for the HSV-2 antigens. Under the terms of the MTA, Shionogi paid the Company a total of $3.0 million in non-refundable, creditable (with respect to the up-front fee pursuant to a development and commercialization agreement) fees. Prior to the expiration of the MTA, Shionogi has the option to negotiate a development and commercialization agreement. If executed, the terms of the development and commercialization agreement are expected to include an upfront payment, regulatory and sales milestones, and tiered royalties. Final terms of the development and commercialization agreement will be based on evaluation of the HSV-2 assets and overall diligence. If licensed, Shionogi will assume responsibility for global development and commercialization of an HSV-2 vaccine product. Management evaluated the promised goods and services within the MTA and determined those which represented separate performance obligations. As a result, management concluded there were two separate performance obligations at the inception of the MTA: (i) a combined performance obligation consisting of a limited use research license and the delivery of the initial antigen materials and (ii) the right to negotiate a license prior to expiration of the MTA, which was deemed to be a material right. The Company determined that the exclusive limited use research license and the delivery of the initial antigen materials should be combined as they are not capable of being distinct. A third party would not be able to provide the initial antigen materials as it contains the Company’s proprietary intellectual property and Shionogi could not benefit from the research license without the initial antigen materials. The Company determined that the option to negotiate the development and commercialization agreement prior to the expiration of the MTA is a material right. The $3.0 million fee associated with the MTA is creditable against the upfront fee for the development and commercialization agreement and represents a discount that would otherwise not be available to the customer without entering into the MTA. The Company estimated the standalone selling price of the initial antigen materials based on the expected cost plus a margin approach. The Company developed its standalone selling price for the material right by applying a probability-weighted likelihood that Shionogi will exercise its option to license the HSV-2 assets. At inception, the transaction price was comprised of fixed and variable consideration. However, in the three months ended September 30, 2020, the Company determined a constraint was no longer required on the variable consideration. As a result, the Company revised its initial relative selling price analysis to include the variable consideration, resulting in a total transaction price of $3.0 million. The initial amount allocated to the limited use research license and the delivery of the initial antigen materials, or $0.9 million, was recognized upon delivery of the materials to Shionogi in the quarter ended June 30, 2020. In the quarter ended September 30, 2020, the Company recorded an additional $0.5 million of license revenue attributable to the variable consideration being included in the transaction price. The $1.6 million allocated to the material right is considered a contract liability and is recorded as deferred revenue on the Company's consolidated balance sheet. Revenue associated with the material right will be recognized upon either (i) the execution of a development and commercialization agreement or (ii) the termination of the MTA. |
Fair value of financial instrum
Fair value of financial instruments | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 and 2019 (in thousands): Total Quoted prices in active markets Significant other Significant December 31, 2020 Assets Cash equivalents 76,866 76,866 — — Total assets $ 76,866 $ 76,866 $ — $ — Liabilities Warrant liabilities 56,118 — — 56,118 Total liabilities $ 56,118 $ — $ — $ 56,118 December 31, 2019 Assets Cash equivalents 39,971 39,971 — — Total assets $ 39,971 $ 39,971 $ — $ — Liabilities Warrant liabilities 2,486 — — 2,486 Total liabilities $ 2,486 $ — $ — $ 2,486 The following table reflects the change in the Company’s Level 3 warrant liabilities (in thousands): Warrant liabilities Balance at December 31, 2018 $ 3,472 Change in fair value (986) Balance at December 31, 2019 $ 2,486 Issuance of Warrants 62,521 Change in fair value (8,889) Balance at December 31, 2020 $ 56,118 |
Property and equipment, net
Property and equipment, net | 12 Months Ended |
Dec. 31, 2020 | |
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 2020 2019 Laboratory equipment $ 3,905 $ 4,125 Internally developed software 3,364 2,547 Leasehold improvements 3,268 1,524 Furniture and office equipment 1,006 456 Computer hardware 355 338 Construction and internally developed software in progress 612 97 Total property and equipment 12,510 9,087 Accumulated depreciation and amortization (7,387) (6,470) Property and equipment, net $ 5,123 $ 2,617 Depreciation expense was $0.5 million and $0.7 million for 2020 and 2019, respectively. Amortization related to the Company's internally developed software was $0.6 million and $0.4 million for 2020 and 2019, respectively. All of the Company's long-lived assets are located in the U.S. |
Accrued expenses and other curr
Accrued expenses and other current liabilities | 12 Months Ended |
Dec. 31, 2020 | |
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 2020 2019 Payroll and employee-related costs $ 2,779 $ 2,245 Research and development costs 2,592 1,607 Other current liabilities 1,973 759 Total $ 7,344 $ 4,611 |
Commitments and contingencies
Commitments and contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Commitments and contingencies Operating Leases As of December 31, 2020, the Company leased two floors of lab and office space in a multi-tenant building in Cambridge, Massachusetts through February 2025. A portion of this leased space is an expansion of the Company's initial lease. Genocea's right to use and control this expansion space began in March 2020. As a result, the Company recognized an increase in its ROU assets of $5.9 million and associated lease liabilities of $5.8 million in the first quarter of 2020. The Company has the option to extend the lease term for an additional five years, which is not included in the Company's ROU assets and associated lease liabilities as of December 31, 2020. In the fourth quarter of 2020, Genocea incurred costs related to improvements made to its leased office space that were determined to be lessee assets. These costs will be partially reimbursed by the lessor. The Company recognized a decrease in its ROU assets of $1.2 million, which reflects the amount approved to be reimbursed by the lessor, and a decrease in its lease liabilities of $0.5 million, which reflects the approved reimbursement amount net of cash received from the lessor as of December, 31, 2020. The Company will amortize the reimbursement as an increase to the ROU asset and a reduction in lease expense over the remaining lease term. In January 2021, the Company entered into a sublease agreement for one floor of lab and office space through June 2022, with an option for the sublessee to extend the sublease for an additional two months. After the initial option, which is at the sublessee’s sole discretion, the sublease agreement contains additional options for the Company and the sublessee to mutually extend the sublease for up to an additional eighteen months. As the Company retained its obligations under the sublease, the Company will record the payments received from the sublease as a reduction of lease expense. Lease expense, net of sublease income, was $2.8 million and $1.5 million for 2020 and 2019, respectively. The weighted average remaining lease term and weighted average discount rate of the Company's operating leases are as follows: December 31 2020 2019 Weighted average remaining lease term in years 4.17 5.12 Weighted average discount rate 8.12 % 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 began in January 2020. The following table summarizes the presentation in the Company's consolidated balance sheets (in thousands): December 31 Leases (in thousands) Classification 2020 2019 Assets Operating Right of use assets $ 9,278 $ 6,156 Finance Right of use assets 30 150 Total leased assets $ 9,308 $ 6,306 Liabilities Current: Operating Lease liabilities $ 1,592 $ 990 Finance Lease liabilities 22 127 Non-current: Operating Lease liabilities, net of current portion 8,398 5,373 Finance Lease liabilities, net of current portion — 22 Total lease liabilities $ 10,012 $ 6,512 The minimum lease payments related to the Company's operating and finance leases as of December 31, 2020 were as follows (in thousands): Operating Finance Total 2021 $ 2,365 $ 22 $ 2,387 2022 2,943 — 2,943 2023 3,017 — 3,017 2024 3,092 — 3,092 2025 and thereafter 517 — 517 Total lease payments $ 11,934 $ 22 $ 11,956 Less imputed interest (1,944) — (1,944) Total $ 9,990 $ 22 $ 10,012 At December 31, 2020 and 2019, the Company has an outstanding letter of credit of $0.6 million with a financial institution related to a security deposit for the office and lab space lease, which is secured by cash on deposit and expires in February 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, 2020, 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. The 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, 2020 | |
Long-term Debt, Unclassified [Abstract] | |
Long-term debt | DebtIn 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 Loan Agreement 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 of the existing loan agreement. 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, as defined herein. 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, 2020, 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. As of December 31, 2020, $13.9 million of the Company's outstanding borrowings is classified as a current liability. In connection with the 2018 Term Loan, the Company issued common stock warrants to Hercules (the “Hercules Warrant”). See Note 10. Warrants . As of December 31, 2020 and 2019, the Company's total debt on the consolidated balance sheets was $13.9 million and $13.4 million, respectively. The Company made no payments on its long term debt during 2020 and repaid $1.9 million during 2019. Interest expense was $1.5 million and $1.6 million in 2020 and 2019, respectively. Future principal payments of $14.0 million, including the end of term charges, are due in 2021 on the 2018 Term Loan. |
Stockholders' equity
Stockholders' equity | 12 Months Ended |
Dec. 31, 2020 | |
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | |
Stockholders' equity | Stockholders' equity Effective June 2, 2020, the Company increased the number of authorized shares of common stock from 85 million shares to 170 million shares. 2020 Private Placement In July 2020, the Company completed a private placement (the “2020 Private Placement”) and received net cash proceeds of $74.5 million. In connection with the 2020 Private Placement, the Company issued approximately 21.4 million shares of its common stock, pre-funded warrants to purchase approximately 12.2 million additional shares of its common stock (the “2020 Pre-Funded Warrants”) and warrants to purchase approximately 33.6 million shares of its common stock (the “2020 Warrants”). See Note 10. Warrants . In connection with the 2020 Private Placement, the Company incurred $5.4 million of issuance costs. The Company allocated $1.2 million of the issuance costs to the common stock and 2020 Pre-Funded Warrants within additional paid-in capital and immediately expensed $4.2 million of the issuance costs allocated to the liability-classified 2020 Warrants as other expenses. 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 $2.5 million of shares of the Company's common stock at a purchase price of $2.587 per share. In addition, for a period of 30 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 approximately 0.3 million shares of its common stock to LPC as a commitment fee. The purchase agreement limits the Company's sales of shares of common stock to LPC to approximately 5.2 million 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 the Company from directing LPC to purchase any shares of common stock if those shares, when aggregated with all other shares of the Company's 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 the Company's common stock. In 2020, the Company sold approximately 1.5 million shares of common stock resulting in $3.5 million of net proceeds. As of December 31, 2020, the Company had $24.0 million remaining under its agreement with LPC. 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 up to $50.0 million of the Company's common stock at prevailing market prices. In 2020, the Company sold approximately 2.4 million shares under the ATM program and received net proceeds of $5.8 million, after deducting commissions. No shares were sold under the ATM program in 2019. Through December 31, 2020, the Company has sold an aggregate of approximately 2.9 million shares under the ATM and received $9.8 million in net proceeds. As of December 31, 2020, the Company had $39.9 million in gross proceeds remaining under the ATM. Preferred Stock In July 2020, 1,635 shares of the Company's preferred stock, which represented the entirety of the outstanding preferred stock balance, were converted to common stock. Each share of preferred stock was convertible into 125 shares of common stock. 2019 Public Offering In June 2019, the Company completed an underwritten public offering (the “2019 Public Offering”) in which it received net proceeds of $38.4 million and issued approximately 12.1 million shares of the Company’s common stock. The Company incurred $3.9 million of offering-related expenses for the 2019 Public Offering. 2019 Private Placement In February 2019, the Company completed a private placement (the “2019 Private Placement”) and received net cash proceeds of $13.8 million. In connection with the 2019 Private Placement, the Company issued approximately 3.2 million shares of common stock, pre-funded warrants to purchase approximately 0.5 million shares of common stock (the “2019 Pre-Funded Warrants”), and warrants to purchase up to approximately 0.9 million shares of common stock (the “2019 Warrants”). See Note 10. Warrants . |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2020 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | Warrants As of December 31, 2020, the Company had the following potentially issuable shares of common stock related to unexercised warrants outstanding (shares in thousands): Shares Exercise price Expiration date Classification Hercules Warrant 41 $ 6.80 Q2 2023 Equity 2018 Warrants 3,617 $ 9.60 Q1 2023 Liability 2019 Warrants 933 $ 4.52 Q1 2024 Equity 2019 Pre-Funded Warrants 531 $ 0.08 Q1 2039 Equity 2020 Warrants 33,613 $ 2.25 Q3 2024 Liability 2020 Pre-Funded Warrants 12,223 $ 0.01 Equity 50,958 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 for all periods presented. 2018 Warrants In 2018, the Company completed a public offering of approximately 6.7 million shares of the Company’s common stock and accompanying warrants to purchase up to approximately 3.3 million shares of common stock (“2018 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 Warrants, the Company will be obligated to use its best efforts to ensure that the holders of the 2018 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 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 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 Warrants should be liability-classified for all periods presented. As the 2018 Warrants are liability-classified, the Company remeasures the fair value at each reporting date. The Company initially recorded the 2018 Warrants at their estimated fair value of $18.2 million. In connection with the Company's remeasurement of the 2018 Warrants to fair value, the Company recorded income of $0.8 million and $1.0 million during 2020 and 2019, respectively. The fair value of the warrant liability related to the 2018 Warrants is $1.7 million and $2.5 million as of December 31, 2020 and 2019, respectively. The following table details the assumptions used in the Monte Carlo simulation models used to estimate the fair value of the 2018 Warrants as of December 31, 2020 and 2019, respectively: December 31 2020 2019 Stock Price $ 2.42 $ 2.07 Volatility 50.0% - 101.5% 50.0% - 116.6% Remaining term (in years) 2.0 3.1 Expected dividend yield — % — % Risk-free rate 0.13 % 1.62 % Annual acquisition event probability 25.0 % 20.0 % 2019 Warrants and 2019 Pre-Funded 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 2019 Warrants and the 2019 Pre-Funded Warrants should be equity-classified for all periods presented. The Company also determined that the 2019 Pre-Funded Warrants should be included in the determination of basic earnings per share. 2020 Warrants and 2020 Pre-Funded Warrants In July 2020, in connection with the 2020 Private Placement, the Company issued common stock, 2020 Pre-Funded Warrants and 2020 Warrants. The exercise price of the 2020 Pre-Funded Warrants and the 2020 Warrants is subject to adjustment in the event of stock dividends, subdivisions, stock splits, stock combinations, reclassifications, reorganizations or a change of control affecting the Company's common stock. The Company determined that the 2020 Pre-Funded Warrants should be equity-classified. The Company also determined that the 2020 Pre-Funded Warrants should be included in the determination of basic earnings per share. The holders of the 2020 Warrants are entitled to down round protection until July 24, 2021. For one year after the closing of the 2020 Private Placement, the Company is required to obtain shareholder approval for the adjustment to the exercise price as a result of any common stock issuance at a price per share less than $2.25. As a result, the Company determined that the 2020 Warrants should be liability-classified for the period from issuance through July 2021. As the 2020 Warrants are liability-classified, the Company remeasures the fair value at each reporting date. The Company initially recorded the 2020 Warrants at their estimated fair value of $62.5 million. In connection with the Company's remeasurement of the 2020 Warrants to fair value, the Company recorded income of $8.1 million during 2020. The fair value of the warrant liability related to the 2020 Warrants is $54.5 million as of December 31, 2020. The following table details the assumptions used in the Monte Carlo simulation models used to estimate the fair value of the 2020 Warrants as of December 31, 2020 and the issuance date, respectively: December 31, 2020 Issuance Date Stock price* $ 2.42 $ 2.69 Volatility 119.1 % 110.6 % Remaining term (in years) 3.6 4.0 Expected dividend yield — % — % Risk-free rate 0.22 % 0.22 % Annual acquisition event probability 40.0 % 40.0 % *The stock price input at the issuance date was adjusted to reflect a discount for lack of marketability. |
Employee benefit plans
Employee benefit plans | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Employee benefit plans | Employee benefit plans Genocea grants stock options and time-based RSUs to employees and directors of, and consultants and advisors to, the Company through its Amended and Restated 2014 Equity Incentive Plan, ("2014 Equity Incentive Plan"). It is the only equity incentive plan under which the Company may grant equity awards. In June 2020, the Company’s stockholders approved an increase of 2.8 million shares to the 2014 Equity Incentive Plan. As of December 31, 2020, approximately 2.6 million shares were available for future grants. The 2014 Equity Incentive Plan 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, 2021, the total number of shares available for issuance under the 2014 Equity Incentive Plan increased by approximately 2.1 million shares under this provision. The options have a ten-year term and were issued with an exercise price equal to the closing market price of Genocea’s common stock on the grant date. The options and RSUs generally vest over a four-year period. Determining the Fair Value of Stock Options The Company measures the fair value of stock options on the date of grant using the Black-Scholes option pricing model. The Company had historically estimated its expected volatility using a weighted average of publicly traded peer companies and the volatility of its own common stock, as the Company did not have sufficient history to support a calculation of volatility and expected term using only its historical data. Effective January 1, 2020, the Company’s own trading history is sufficient to support the expected volatility of its equity awards granted. This change in method of determining expected volatility has been applied to all awards granted in 2020. The expected dividend yield was based on the Company’s expectation of not paying dividends in the foreseeable future. The expected term was determined using the simplified method described by Securities and Exchange Commission Staff Accounting Bulletin 110, which reflects the anticipated time period between the measurement date and the mid-point between the vesting date and the end of the contractual term. The Company uses the simplified method because it believes historical exercise data may not provide a reasonable basis upon which to estimate expected term due to a significant strategic shift in 2017. The Company will continue to assess the appropriateness of the use of the simplified method as it develops a history of option exercises after the strategic shift. 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 term assumed at the grant date. The weighted-average assumptions used in the Black-Scholes option-pricing model are as follows: Years Ended December 31 2020 2019 Expected volatility 104.4 % 79.7 % Risk-free interest rate 0.5 % 2.3 % Expected term (in years) 6.0 6.0 Expected dividend yield — % — % Stock-based compensation expense Total stock-based compensation expense recognized for stock options and RSUs is as follows (in thousands): Years Ended December 31 2020 2019 Research and development $ 832 $ 725 General and administrative 1,142 1,112 Total $ 1,974 $ 1,837 Stock options The following table summarizes stock option activity (shares and aggregate intrinsic value in thousands): Shares Weighted-Average Weighted-Average Aggregate Outstanding at December 31, 2019 1,323 $ 11.65 $ — Granted 1,345 $ 2.09 Exercised (4) $ 1.66 Canceled (335) $ 5.28 Outstanding at December 31, 2020 2,329 $ 7.05 8.2 $ 505 Exercisable at December 31, 2020 887 $ 13.61 6.9 $ 74 During 2020 and 2019, the Company granted stock options to purchase an aggregate of approximately 1.3 million and 0.7 million shares of its common stock, respectively, with weighted-average grant date fair values of $2.09 and $4.36, respectively. As of December 31, 2020, there was $2.9 million of total unrecognized compensation cost related to stock options granted under the 2014 Equity Incentive Plan. The Company expects to recognize that cost over a remaining weighted-average period of 2.5 years. RSUs The following table summarizes RSU activity (shares in thousands): Shares Weighted-Average Grant Date Fair Value Outstanding as of December 31, 2019 — $ — Granted 620 $ 2.11 Vested — $ — Forfeited/cancelled (70) $ 1.95 Outstanding as of December 31, 2020 550 $ 2.13 As of December 31, 2020, there was $1.0 million of total unrecognized compensation cost related to RSUs granted under the 2014 Equity Incentive Plan. The Company expects to recognize that cost over a remaining weighted-average period of 3.4 years. Employee Stock Purchase Plan In February 2014, the Company’s board of directors adopted the 2014 Employee Stock Purchase Plan (the “ESPP”) and subsequently amended the plan in June 2018. The ESPP authorizes the issuance of up to approximately 0.3 million shares of common stock to participating eligible employees and provides for two six-month offering periods. The Company issued approximately 0.1 million shares under the ESPP during both 2020 and 2019. As of December 31, 2020, there were approximately 0.1 million 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 up to the statutory allowable amount for any calendar year on a pretax basis. Beginning January 1, 2015, the Company began making matching contributions to participants in this plan for each dollar contributed, up to 3% of an individual’s eligible compensation, up to the annual IRS maximum. During a routine audit of the 401(k) Plan, it was identified that an administrative error had occurred in the calculation of eligible compensation under the Plan. The Company is correcting this issue using the IRS’ Employee Plans Compliance Resolution System (“EPCRS”). In accordance with EPCRS, the Company made an additional matching contribution of $0.5 million in order to correct affected participants’ accounts. In its normal course of business, the Company made matching contributions to participants in this Plan which totaled $0.2 million during both 2020 and 2019. |
Net loss per share
Net loss per share | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Net loss per share | Net loss per share Basic and diluted net loss per share was calculated as follows for 2020 and 2019 (in thousands, except per share amounts): Years Ended December 31 2020 2019 Numerator: Net loss $ (43,714) $ (38,950) Less: Change in fair value of 2020 Warrants (8,067) — Adjusted net loss $ (51,781) $ (38,950) Denominator: Weighted average common stock outstanding - basic 44,436 20,644 Dilutive effect of common stock issuable from assumed 2,117 — Weighted average common stock outstanding - diluted 46,553 20,644 Net loss per share: Basic $ (0.98) $ (1.89) Diluted $ (1.11) $ (1.89) The following potential common shares were excluded from the calculation of net loss per share due to their anti-dilutive effect for 2020 and 2019 (in thousands): Years Ended December 31 2020 2019 Warrants 4,591 4,591 Stock options 2,329 1,323 RSUs 550 — Total 7,470 5,914 The 2020 Warrants have been included in the calculation of diluted net loss per share as the warrants are both liability-classified and in-the-money. The Company used the treasury stock method to determine the number of dilutive shares. |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Income taxes The Company did not record a provision (benefit) for income taxes in 2020 or 2019. The Company’s losses before income taxes consist solely of domestic losses. The significant components of the Company’s deferred income taxes are comprised of the following: December 31 2020 2019 Deferred tax assets: U.S. and state net operating loss carryforwards $ 25,458 $ 56,906 Capitalized R&D 32,057 28,427 Research and development credits 3,784 11,717 Lease liability 2,735 1,779 Stock-based compensation 1,320 1,053 Accrued expenses 866 507 Depreciation and amortization 448 545 Other temporary differences 25 38 Gross deferred tax assets 66,693 100,972 Valuation allowance (64,150) (99,249) Total deferred tax assets $ 2,543 $ 1,723 Deferred tax liabilities: ROU asset $ (2,543) $ (1,723) Total deferred tax liabilities $ (2,543) $ (1,723) 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, 2020 and 2019. The valuation allowance decreased $35.1 million during 2020 due primarily to reductions in the Company's U.S. federal and state net operating loss carryforwards and federal research and development credit carryforwards resulting from the Company's determination that it experienced changes in ownership that limit those carryforwards. In 2020 and 2019, the Company's effective tax rate differed from the U.S. federal statutory income tax rate as follows: Years Ended December 31 2020 2019 Federal statutory income tax rate 21.0 % 21.0 % State income tax, net of federal benefit 6.8 % 6.3 % Permanent differences 1.7 % 0.0 % Research and development credit 2.3 % 3.3 % Section 382 limitation (112.1) % 0.0 % Change in valuation allowance 80.3 % (27.4) % Other, net 0.0 % (3.2) % Effective tax rate 0.0 % 0.0 % As of December 31, 2020 and 2019, the Company had U.S. federal net operating loss carryforwards of $94.3 million and $211.5 million, respectively, which may be available to offset future income tax liabilities. As of December 31, 2020, $84.8 million of the U.S. federal net operating loss carryforwards can be carried forward indefinitely, and the remaining $9.5 million expires at various dates through 2037. As of December 31, 2020 and 2019, the Company also had U.S. state net operating loss carryforwards of $89.6 million and $197.7 million, respectively, which may be available to offset future income tax liabilities and expire at various dates through 2040. As of December 31, 2020 and 2019, the Company had federal research and development tax credit carryforwards of $0.7 million and $8.9 million, respectively, available to reduce future tax liabilities which expire at various dates through 2040. As of December 31, 2020 and 2019, the Company had state research and development tax credit carryforwards of $3.8 million and $3.5 million, respectively, available to reduce future tax liabilities which expire at various dates through 2035. The Company's net operating loss and tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, as well as similar state provisions, 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%. The rules generally operate by focusing on changes in ownership among stockholders considered by the rules as owning, directly or indirectly, 5% or more of the stock of a company and any change in ownership arising from new issuances of stock by the company. The Company completed a detailed Section 382 study during 2020 on its federal net operating losses and tax credits incurred from December 31, 2016, the date of the previous study, through December 31, 2020. Based on the study, the Company underwent two ownership changes for Section 382 purposes which occurred on January 17, 2018 and July 24, 2020. As a result of the ownership changes, all of the Company’s federal net operating loss and tax credit carryforwards as of the ownership change dates are subject to limitation under Section 382. Federal net operating loss carryforwards of $149.0 million and federal research and development tax credit carryforwards of $8.9 million are expected to expire unused. As a result of the detailed Section 382 study on its federal net operating losses, the Company also estimated that state net operating loss carryforwards of $139.7 million are expected to expire unused. These tax attributes were excluded from deferred tax assets with a corresponding reduction of the valuation allowance with no net effect on income tax expense or the effective tax rate. Subsequent ownership changes may further affect the limitation in future years. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2020 and 2019, 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, 2020, 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 U.S. and the Commonwealth of Massachusetts. The Company's federal and state income tax returns are generally subject to tax examinations for tax years 2017 through 2020. To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the Internal Revenue Service, state, or foreign tax authorities to the extent utilized in a future period. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent event On February 18, 2021 (the "2021 Loan Closing Date"), the Company entered into a Loan and Security Agreement (the "2021 Loan Agreement") with Silicon Valley Bank ("SVB") for a $10 million term loan (the "2021 Term Loan"). $9.0 million of the proceeds from the 2021 Term Loan were used to repay the Company's borrowings that were outstanding at the 2021 Loan Closing Date under its previous loan and security agreement with Hercules, paying off all obligations owing under, and terminating, the previous loan and security agreement with Hercules on February 18, 2021. The remaining proceeds from the 2021 Term Loan of $1.0 million were received by the Company for working capital and general corporate purposes. The 2021 Term Loan will mature on September 1, 2023, which may be extended to March 1, 2024 if certain performance milestones are achieved and no event of default has occurred or is continuing. The 2021 Term Loan accrues interest at a floating per annum rate equal to the greater of (i) 6.25% or (ii) the sum of 3.0% plus the prime rate. The 2021 Term Loan provides for interest-only payments until September 30, 2021, which may be extended to March 31, 2022 if certain performance milestones are achieved and no event of default has occurred or is continuing. Thereafter, amortization payments will be payable monthly in equal installments of principal and interest (subject to recalculation upon a change in prime rates) upon expiration of the interest only period through maturity. The 2021 Term Loan is subject to a final payment charge of $0.5 million. The 2021 Term Loan may be prepaid in whole (but not in part), subject to a prepayment charge of 3.0%, if prepaid in any of the first twelve (12) months following the Closing Date, 2.0%, if prepaid after twelve (12) months following the Closing Date but on or prior to twenty four (24) months following the Closing Date, and 1.0% thereafter. Amounts outstanding during an event of default shall be payable on demand and shall accrue interest at an additional rate of 4.0% per annum. The 2021 Term Loan is secured by a lien on substantially all of the assets of the Company, other than intellectual property (but including proceeds from intellectual property). The 2021 Loan Agreement contains customary covenants and representations, including a financial reporting covenant and limitations on dividends, indebtedness, liens, investments, distributions, transfers, mergers or acquisitions, transactions with affiliates, corporate changes, deposit accounts, and subsidiaries. There are no financial covenants. |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of presentation and principles of consolidation | Basis of presentation and principles of consolidationThe 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, revenue recognition, and warrant liabilities, which could change period to period based on changes in facts and circumstances. 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. Foreign currency translation Realized and unrealized gains and losses resulting from foreign currency transactions denominated in currencies other than the functional currency are reflected as other (expense) income, net in the consolidated statements of operations. Revenue recognition Revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled in exchange for these goods and services. To achieve this core principle, the Company applies the following five steps: 1) identify the customer contract; 2) identify the contract’s performance obligations; 3) determine the transaction price; 4) allocate the transaction price to the performance obligations; and 5) recognize revenue when or as a performance obligation is satisfied. Licensing arrangements are analyzed to determine whether the promised goods or services, which could include licenses and research and development materials and services, are distinct or whether they must be accounted for as part of a combined performance obligation. If the license is considered not to be distinct, the license would then be combined with other promised goods or services as a combined performance obligation. Certain contracts contain options to obtain future goods or services at a discount, which would not be provided without entering into the contract. These options are considered material rights, and therefore, are accounted for as separate performance obligations. The transaction price is determined based on the consideration to which the Company will be entitled. The consideration promised may include fixed amounts, variable amounts, or both. For milestone payments, the Company estimates the amount of variable consideration by using the most likely amount method. In making this assessment, the Company evaluates factors such as the clinical, commercial and other risks that must be overcome to achieve the milestone. The Company re-evaluates the probability of realizing such variable consideration and any related constraints at each reporting period. The Company includes variable consideration in the transaction price to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price among the performance obligations on a relative standalone selling price basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct good or service that forms part of a single performance obligation. The Company allocates the transaction price based on the estimated standalone selling price of the underlying performance obligations. The Company must develop assumptions that require judgment to determine the standalone selling price for each performance obligation identified in the contract. The Company utilizes key assumptions to determine the standalone selling price, which may include other comparable transactions, pricing considered in negotiating the transaction and the estimated costs to complete the respective performance obligation. Certain variable consideration is allocated specifically to one or more performance obligations in a contract when the terms of the variable consideration relate to the satisfaction of the performance obligation and the resulting amounts allocated to each performance obligation are consistent with the amount the Company would expect to receive for each performance obligation. The transaction price is allocated to each separate performance obligation on a relative standalone selling price basis. When a performance obligation is satisfied, revenue is recognized for the amount of the transaction price allocated to that performance obligation on a relative standalone selling price basis, which excludes estimates of variable consideration that are constrained. Significant management judgment is required in determining the level of effort required under an arrangement and the period over which the Company is expected to complete its performance obligations under an arrangement. For performance obligations consisting of licenses and other promises, the Company utilizes judgment to assess whether the combined performance obligation is satisfied over time or at a point in time and the recognition pattern of non-refundable, up-front fees. Contract liabilities The Company records a contract liability, classified as deferred revenue on its consolidated balance sheet, when it has received payment but has not yet satisfied the related performance obligations. In the event of an early termination of a contract with a customer, any contract liabilities would be recognized in the period in which all Company obligations under the agreement have been fulfilled. |
Cash and cash equivalents | Cash and cash equivalentsThe 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 |
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 class Estimated useful life (in years) Laboratory equipment 5 Furniture and office equipment 5 Computer hardware and software 3 – 5 Leasehold improvements Shorter of the useful life or remaining lease term |
Development of Software for Internal Use | Development of software for internal use 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 |
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. |
Deferred financing costs | Deferred financing costsThe Company records debt issuance costs as a reduction to the related debt's carrying value and amortizes these costs over the life of the debt using 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 warrant liabilities. 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 liabilities is determined using a Monte Carlo simulation. The Company remeasures the fair value of its liability-classified warrants at each reporting date. The Monte Carlo simulation requires the input of assumptions, including the Company's stock price, the volatility of its stock price, remaining term in years, expected dividend yield, and risk-free rate. In addition, the valuation model considers our probability of being acquired during each annual period within the terms of the liability-classified warrants, as an acquisition event can potentially impact the settlement. Changes to the assumptions used in determining the fair value of the Company's liability-classified warrants could result in materially different fair values for these warrant liabilities. See Note 10. Warrants for assumptions used to calculate the estimated fair value of the Company's warrant liabilities. The Company’s warrant liabilities are classified as Level 3. |
Leases | 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. The Company has elected not to recognize on the balance sheet leases that, at the commencement date, have a lease term of twelve months or less and do not include a purchase option that the Company is reasonably certain to exercise. These short-term leases are expensed on a straight-line basis over the lease term. 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 and are included in 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. 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. Research and development expenses include fees paid to CROs in connection with clinical trials, CMOs with respect to preclinical and clinical materials and intermediaries, and vendors in connection with preclinical development activities. 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. The Company conducts a thorough review of open contracts and purchase orders as well as an evaluation by internal personnel to identify services received that have been performed in order to establish an estimate for the associated cost incurred for these services for which it has not yet been invoiced or otherwise notified of the actual cost. The majority of Genocea’s service providers invoice the Company monthly in arrears for services performed or when contractual milestones are met. Genocea makes estimates of its accrued research and development expenses as of each balance sheet date in the consolidated financial statements based on facts and circumstances known to it at that time. The Company periodically confirms the accuracy of its estimates with the service providers and make adjustments, if necessary. |
Stock-based compensation expense | Stock-based compensation expense The Company recognizes stock-based compensation expense for stock-based awards, including grants of stock options and restricted stock units ("RSUs"), over the requisite service period based on the estimated fair value on the grant date. The Company calculates the fair value of its stock options using the Black-Scholes option pricing model. The fair value of the RSUs is the closing market price of Genocea's common stock on the grant date. Forfeitures are recorded as they occur. |
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 shareBasic net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding for the period. Diluted net loss per share is computed by dividing the net loss, adjusted for the remeasurement to fair value for the warrants that were issued in connection with the 2020 private placement as they are both liability-classified and in-the-money, by the weighted average number of common shares outstanding during the period, adjusted for the dilutive effect of shares of common stock equivalents resulting from warrants as determined using the treasury stock method. |
Recent accounting pronouncements | New Accounting Pronouncements The following new accounting pronouncements were adopted by the Company on January 1, 2020: In 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), 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 Company early adopted the standard on 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 adoption of this standard did not have a material impact on the Company's consolidated financial statements and related disclosures. In 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). The new standard requires public entities to disclose certain new information and modifies some disclosure requirements. The Company adopted the standard on the required effective date of January 1, 2020. This standard did not have a material impact on the Company's disclosures. In 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”). 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 Company adopted the standard on a prospective basis on the required effective date of January 1, 2020. This standard did not have a material impact on the Company's consolidated financial statements and related disclosures. The following new accounting pronouncement has been issued but is not yet effective as of December 31, 2020: In 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ("ASU 2019-12"). ASU 2019-12 simplifies the accounting for income taxes and will be effective beginning after December 15, 2020. The Company will adopt this standard on January 1, 2021. The adoption of this standard is not expected to have a material impact on the Company's consolidated financial statements and related disclosures. |
Summary of significant accoun_3
Summary of significant accounting policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of property and equipment, net | Depreciation is recorded using the straight-line method over the estimated useful lives of the respective assets, which are as follows: Asset class Estimated useful life (in years) Laboratory equipment 5 Furniture and office equipment 5 Computer hardware and software 3 – 5 Leasehold improvements Shorter of the useful life or remaining lease term Property and equipment, net consist of the following (in thousands): December 31 2020 2019 Laboratory equipment $ 3,905 $ 4,125 Internally developed software 3,364 2,547 Leasehold improvements 3,268 1,524 Furniture and office equipment 1,006 456 Computer hardware 355 338 Construction and internally developed software in progress 612 97 Total property and equipment 12,510 9,087 Accumulated depreciation and amortization (7,387) (6,470) Property and equipment, net $ 5,123 $ 2,617 |
Fair value of financial instr_2
Fair value of financial instruments (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 and 2019 (in thousands): Total Quoted prices in active markets Significant other Significant December 31, 2020 Assets Cash equivalents 76,866 76,866 — — Total assets $ 76,866 $ 76,866 $ — $ — Liabilities Warrant liabilities 56,118 — — 56,118 Total liabilities $ 56,118 $ — $ — $ 56,118 December 31, 2019 Assets Cash equivalents 39,971 39,971 — — Total assets $ 39,971 $ 39,971 $ — $ — Liabilities Warrant liabilities 2,486 — — 2,486 Total liabilities $ 2,486 $ — $ — $ 2,486 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table reflects the change in the Company’s Level 3 warrant liabilities (in thousands): Warrant liabilities Balance at December 31, 2018 $ 3,472 Change in fair value (986) Balance at December 31, 2019 $ 2,486 Issuance of Warrants 62,521 Change in fair value (8,889) Balance at December 31, 2020 $ 56,118 |
Property and equipment, net (Ta
Property and equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment, net | Depreciation is recorded using the straight-line method over the estimated useful lives of the respective assets, which are as follows: Asset class Estimated useful life (in years) Laboratory equipment 5 Furniture and office equipment 5 Computer hardware and software 3 – 5 Leasehold improvements Shorter of the useful life or remaining lease term Property and equipment, net consist of the following (in thousands): December 31 2020 2019 Laboratory equipment $ 3,905 $ 4,125 Internally developed software 3,364 2,547 Leasehold improvements 3,268 1,524 Furniture and office equipment 1,006 456 Computer hardware 355 338 Construction and internally developed software in progress 612 97 Total property and equipment 12,510 9,087 Accumulated depreciation and amortization (7,387) (6,470) Property and equipment, net $ 5,123 $ 2,617 |
Accrued expenses and other cu_2
Accrued expenses and other current liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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 2020 2019 Payroll and employee-related costs $ 2,779 $ 2,245 Research and development costs 2,592 1,607 Other current liabilities 1,973 759 Total $ 7,344 $ 4,611 |
Commitments and contingencies (
Commitments and contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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 2020 2019 Weighted average remaining lease term in years 4.17 5.12 Weighted average discount rate 8.12 % 8.27 % |
Assets And Liabilities, Lessee | The following table summarizes the presentation in the Company's consolidated balance sheets (in thousands): December 31 Leases (in thousands) Classification 2020 2019 Assets Operating Right of use assets $ 9,278 $ 6,156 Finance Right of use assets 30 150 Total leased assets $ 9,308 $ 6,306 Liabilities Current: Operating Lease liabilities $ 1,592 $ 990 Finance Lease liabilities 22 127 Non-current: Operating Lease liabilities, net of current portion 8,398 5,373 Finance Lease liabilities, net of current portion — 22 Total lease liabilities $ 10,012 $ 6,512 |
Lessee, Operating Lease, Liability, Maturity | The minimum lease payments related to the Company's operating and finance leases as of December 31, 2020 were as follows (in thousands): Operating Finance Total 2021 $ 2,365 $ 22 $ 2,387 2022 2,943 — 2,943 2023 3,017 — 3,017 2024 3,092 — 3,092 2025 and thereafter 517 — 517 Total lease payments $ 11,934 $ 22 $ 11,956 Less imputed interest (1,944) — (1,944) Total $ 9,990 $ 22 $ 10,012 |
Finance Lease, Liability, Maturity | The minimum lease payments related to the Company's operating and finance leases as of December 31, 2020 were as follows (in thousands): Operating Finance Total 2021 $ 2,365 $ 22 $ 2,387 2022 2,943 — 2,943 2023 3,017 — 3,017 2024 3,092 — 3,092 2025 and thereafter 517 — 517 Total lease payments $ 11,934 $ 22 $ 11,956 Less imputed interest (1,944) — (1,944) Total $ 9,990 $ 22 $ 10,012 |
Long-term debt (Tables)
Long-term debt (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Long-term Debt, Unclassified [Abstract] | |
Schedule of future principal payments on the 2014 Term Loan | Future principal payments of $14.0 million, including the end of term charges, are due in 2021 on the 2018 Term Loan. |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights | As of December 31, 2020, the Company had the following potentially issuable shares of common stock related to unexercised warrants outstanding (shares in thousands): Shares Exercise price Expiration date Classification Hercules Warrant 41 $ 6.80 Q2 2023 Equity 2018 Warrants 3,617 $ 9.60 Q1 2023 Liability 2019 Warrants 933 $ 4.52 Q1 2024 Equity 2019 Pre-Funded Warrants 531 $ 0.08 Q1 2039 Equity 2020 Warrants 33,613 $ 2.25 Q3 2024 Liability 2020 Pre-Funded Warrants 12,223 $ 0.01 Equity 50,958 |
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 2018 Warrants as of December 31, 2020 and 2019, respectively: December 31 2020 2019 Stock Price $ 2.42 $ 2.07 Volatility 50.0% - 101.5% 50.0% - 116.6% Remaining term (in years) 2.0 3.1 Expected dividend yield — % — % Risk-free rate 0.13 % 1.62 % Annual acquisition event probability 25.0 % 20.0 % |
Employee benefit plans (Tables)
Employee benefit plans (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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 2020 2019 Expected volatility 104.4 % 79.7 % Risk-free interest rate 0.5 % 2.3 % Expected term (in years) 6.0 6.0 Expected dividend yield — % — % Total stock-based compensation expense recognized for stock options and RSUs is as follows (in thousands): Years Ended December 31 2020 2019 Research and development $ 832 $ 725 General and administrative 1,142 1,112 Total $ 1,974 $ 1,837 |
Schedule of stock option activity for employees and nonemployees | The following table summarizes stock option activity (shares and aggregate intrinsic value in thousands): Shares Weighted-Average Weighted-Average Aggregate Outstanding at December 31, 2019 1,323 $ 11.65 $ — Granted 1,345 $ 2.09 Exercised (4) $ 1.66 Canceled (335) $ 5.28 Outstanding at December 31, 2020 2,329 $ 7.05 8.2 $ 505 Exercisable at December 31, 2020 887 $ 13.61 6.9 $ 74 The following table summarizes RSU activity (shares in thousands): Shares Weighted-Average Grant Date Fair Value Outstanding as of December 31, 2019 — $ — Granted 620 $ 2.11 Vested — $ — Forfeited/cancelled (70) $ 1.95 Outstanding as of December 31, 2020 550 $ 2.13 |
Net loss per share attributable
Net loss per share attributable to common stockholders (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of earnings per share, basic and diluted | Basic and diluted net loss per share was calculated as follows for 2020 and 2019 (in thousands, except per share amounts): Years Ended December 31 2020 2019 Numerator: Net loss $ (43,714) $ (38,950) Less: Change in fair value of 2020 Warrants (8,067) — Adjusted net loss $ (51,781) $ (38,950) Denominator: Weighted average common stock outstanding - basic 44,436 20,644 Dilutive effect of common stock issuable from assumed 2,117 — Weighted average common stock outstanding - diluted 46,553 20,644 Net loss per share: Basic $ (0.98) $ (1.89) Diluted $ (1.11) $ (1.89) |
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 potential common shares were excluded from the calculation of net loss per share due to their anti-dilutive effect for 2020 and 2019 (in thousands): Years Ended December 31 2020 2019 Warrants 4,591 4,591 Stock options 2,329 1,323 RSUs 550 — Total 7,470 5,914 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of the significant components of the deferred tax assets | The significant components of the Company’s deferred income taxes are comprised of the following: December 31 2020 2019 Deferred tax assets: U.S. and state net operating loss carryforwards $ 25,458 $ 56,906 Capitalized R&D 32,057 28,427 Research and development credits 3,784 11,717 Lease liability 2,735 1,779 Stock-based compensation 1,320 1,053 Accrued expenses 866 507 Depreciation and amortization 448 545 Other temporary differences 25 38 Gross deferred tax assets 66,693 100,972 Valuation allowance (64,150) (99,249) Total deferred tax assets $ 2,543 $ 1,723 Deferred tax liabilities: ROU asset $ (2,543) $ (1,723) Total deferred tax liabilities $ (2,543) $ (1,723) |
Schedule of a reconciliation of income tax expense computed at the statutory federal income tax rate to income taxes | In 2020 and 2019, the Company's effective tax rate differed from the U.S. federal statutory income tax rate as follows: Years Ended December 31 2020 2019 Federal statutory income tax rate 21.0 % 21.0 % State income tax, net of federal benefit 6.8 % 6.3 % Permanent differences 1.7 % 0.0 % Research and development credit 2.3 % 3.3 % Section 382 limitation (112.1) % 0.0 % Change in valuation allowance 80.3 % (27.4) % Other, net 0.0 % (3.2) % Effective tax rate 0.0 % 0.0 % |
Organization and operations - T
Organization and operations - The Company (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2020 | Dec. 31, 2019 | Jun. 02, 2020 | Jun. 01, 2020 | May 22, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Accumulated deficit | $ (374,668) | $ (330,954) | |||
Cash and cash equivalents | 79,769 | 40,127 | |||
Net Cash Provided by (Used in) Operating Activities | $ (41,651) | $ (37,734) | |||
Common stock, shares authorized (in shares) | 170,000,000 | 85,000,000 | 170,000,000 | 85,000,000 | 0.001 |
Summary of significant accoun_4
Summary of significant accounting policies - Additional information (Details) | 12 Months Ended |
Dec. 31, 2020Segment | |
Segment information | |
Number of operating segments | 1 |
Summary of significant accoun_5
Summary of significant accounting policies - Property and equipment (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Laboratory equipment | |
Property and equipment | |
Estimated useful life | 5 years |
Furniture and office equipment | |
Property and equipment | |
Estimated useful life | 5 years |
Computer hardware | Minimum | |
Property and equipment | |
Estimated useful life | 3 years |
Computer hardware | 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 |
Revenue from Contract with Cust
Revenue from Contract with Customer (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||||
License revenue | $ 1,359 | $ 0 | ||
Deferred revenue | $ 1,641 | 1,641 | $ 0 | |
Shionogi & Co., Ltd. | Material Transfer Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
License revenue | $ 500 | $ 3,000 | ||
Proceeds from sale of other assets | $ 900 |
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, 2020 | Dec. 31, 2019 |
Assets: | ||
Total assets | $ 76,866 | $ 39,971 |
Liabilities: | ||
Warrant liability | 56,118 | 2,486 |
Total liabilities | 56,118 | 2,486 |
Money market funds | ||
Assets: | ||
Cash equivalents | 76,866 | 39,971 |
Quoted prices in active markets (Level 1) | ||
Assets: | ||
Total assets | 76,866 | 39,971 |
Liabilities: | ||
Warrant liability | 0 | 0 |
Total liabilities | 0 | 0 |
Quoted prices in active markets (Level 1) | Money market funds | ||
Assets: | ||
Cash equivalents | 76,866 | 39,971 |
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 |
Significant unobservable inputs (Level 3) | ||
Assets: | ||
Total assets | 0 | 0 |
Liabilities: | ||
Warrant liability | 56,118 | 2,486 |
Total liabilities | 56,118 | 2,486 |
Significant unobservable inputs (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 - Significant unobservable inputs (Level 3) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning of the period | $ 2,486 | $ 3,472 |
Change in fair value | (8,889) | 986 |
Issuance of Warrants | 62,521 | |
Balance at end of period | $ 56,118 | $ 2,486 |
Property and equipment, net (De
Property and equipment, net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property and equipment, net | ||
Total property and equipment | $ 12,510 | $ 9,087 |
Accumulated depreciation and amortization | (7,387) | (6,470) |
Property and equipment, net | 5,123 | 2,617 |
Depreciation and amortization | 500 | 700 |
Laboratory equipment | ||
Property and equipment, net | ||
Total property and equipment | 3,905 | 4,125 |
Internally developed software | ||
Property and equipment, net | ||
Total property and equipment | 3,364 | 2,547 |
Depreciation and amortization | 600 | 400 |
Leasehold improvements | ||
Property and equipment, net | ||
Total property and equipment | 3,268 | 1,524 |
Furniture and office equipment | ||
Property and equipment, net | ||
Total property and equipment | 1,006 | 456 |
Computer hardware | ||
Property and equipment, net | ||
Total property and equipment | 355 | 338 |
Construction in Progress [Member] | ||
Property and equipment, net | ||
Total property and equipment | $ 612 | $ 97 |
Accrued expenses and other cu_3
Accrued expenses and other current liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Payroll and employee-related costs | $ 2,779 | $ 2,245 |
Research and development costs | 2,592 | 1,607 |
Other current liabilities | 1,973 | 759 |
Total | $ 7,344 | $ 4,611 |
Commitments and contingencies -
Commitments and contingencies - Narrative (Details) | 12 Months Ended | ||
Dec. 31, 2020USD ($)floor | Dec. 31, 2019USD ($) | Mar. 31, 2020USD ($) | |
Operating Leased Assets [Line Items] | |||
Operating lease, right-of-use asset | $ 9,278,000 | $ 6,156,000 | |
Operating lease, liability | 9,990,000 | ||
Lease expense, net of sublease income | $ 2,800,000 | $ 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] | |||
Number of floors leased | floor | 2 | ||
Operating lease, right-of-use asset | $ 1,200,000 | $ 5,900,000 | |
Operating lease, liability | 500,000 | $ 5,800,000 | |
Operating lease, renewal term | 15 months | 5 years | |
Master Facilities Operating Lease Due February 28, 2025 | |||
Operating Leased Assets [Line Items] | |||
Restricted cash and cash equivalents | $ 600,000 |
Commitments and contingencies_2
Commitments and contingencies - Operating Lease Term and Discount Rate (Details) | Dec. 31, 2020 | Dec. 31, 2019 |
Commitments and Contingencies Disclosure [Abstract] | ||
Weighted average remaining lease term in years | 4 years 2 months 1 day | 5 years 1 month 13 days |
Weighted average discount rate | 8.12% | 8.27% |
Commitments and contingencies C
Commitments and contingencies Commitments and contingencies - Supplemental Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Lease Assets [Abstract] | ||
Operating lease, right-of-use asset | $ 9,278 | $ 6,156 |
Finance Lease, Right-of-Use Asset | 30 | 150 |
Finance and Operating Lease, Right-of-Use Asset | 9,308 | 6,306 |
Lease Liabilities, Current [Abstract] | ||
Operating Lease, Liability, Current | 1,592 | 990 |
Finance Lease, Liability, Current | $ 22 | $ 127 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | us-gaap:OperatingLeaseLiabilityNoncurrent | us-gaap:OperatingLeaseLiabilityNoncurrent |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | us-gaap:FinanceLeaseLiabilityNoncurrent | us-gaap:FinanceLeaseLiabilityNoncurrent |
Lease Liabilities, Noncurrent [Abstract] | ||
Operating Lease, Liability, Noncurrent | $ 8,398 | $ 5,373 |
Finance Lease, Liability, Noncurrent | 0 | 22 |
Total | $ 10,012 | $ 6,512 |
Operating Lease, Liability, Statement of Financial Position [Extensible List] | us-gaap:LiabilitiesAbstract | us-gaap:LiabilitiesAbstract |
Commitments and contingencies_3
Commitments and contingencies Commitments and contingencies - Future minimum lease payments (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | ||
2021 | $ 2,365 | |
2022 | 2,943 | |
2023 | 3,017 | |
2024 | 3,092 | |
2025 and thereafter | 517 | |
Total lease payments | 11,934 | |
Less imputed interest | (1,944) | |
Total | 9,990 | |
Finance Lease, Liability, Payment, Due [Abstract] | ||
2021 | 22 | |
2022 | 0 | |
2023 | 0 | |
2024 | 0 | |
2025 and thereafter | 0 | |
Total lease payments | 22 | |
Less imputed interest | 0 | |
Total | 22 | |
Finance and Operating Lease, Liability, Payment, Due [Abstract] | ||
2021 | 2,387 | |
2022 | 2,943 | |
2023 | 3,017 | |
2024 | 3,092 | |
2025 and thereafter | 517 | |
Total lease payments | 11,956 | |
Less imputed interest | 1,944 | |
Total | $ 10,012 | $ 6,512 |
Operating Lease, Liability, Statement of Financial Position [Extensible List] | us-gaap:LiabilitiesAbstract | us-gaap:LiabilitiesAbstract |
Long-term debt (Details)
Long-term debt (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Nov. 30, 2019 | Apr. 24, 2018 | |
Long-Term Debt | ||||
Current portion of long-term debt | $ 13,862,000 | $ 0 | ||
Repayments of long-term debt | 0 | 1,919,000 | ||
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 | 1,500,000 | 1,600,000 | ||
Line of credit | 2014 Term Loan, first tranche | ||||
Long-Term Debt | ||||
Draw downs | $ 13,900,000 | $ 13,400,000 |
Long-term debt - Schedule of fu
Long-term debt - Schedule of future principal payments (Details) $ in Millions | Dec. 31, 2020USD ($) |
2018 Term Loan Agreement | |
Long-term debt and end of term charges | $ 14 |
Stockholders' equity - Narrativ
Stockholders' equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 21, 2019 | Jul. 31, 2020 | Oct. 31, 2019 | Feb. 28, 2019 | Jan. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2015 | Dec. 31, 2020 | Jun. 02, 2020 | Jun. 01, 2020 | May 22, 2019 |
Class of Stock [Line Items] | ||||||||||||
Proceeds from issuance of common stock, net | $ 83,836 | $ 54,669 | ||||||||||
Common stock, shares authorized (in shares) | 170,000,000 | 85,000,000 | 170,000,000 | 170,000,000 | 85,000,000 | 0.001 | ||||||
Private placement | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Sale of stock, consideration received on transaction | $ 13,800 | |||||||||||
2019 Pre-Funded Warrants | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrants outstanding (in shares) | 531,000 | 531,000 | ||||||||||
2019 Pre-Funded Warrants | Private Placement 2020 | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Issuance of common stock (in shares) | 12,200,000 | |||||||||||
2019 Warrants | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrants outstanding (in shares) | 933,000 | 933,000 | ||||||||||
2019 Warrants | Private Placement 2020 | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Issuance of common stock (in shares) | 33,600,000 | |||||||||||
2020 Pre-Funded Warrants | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrants outstanding (in shares) | 12,223,000 | 12,223,000 | ||||||||||
2020 Warrants | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrants outstanding (in shares) | 33,613,000 | 33,613,000 | ||||||||||
Warrant liability | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrants outstanding (in shares) | 50,958,000 | 50,958,000 | ||||||||||
Warrant liability | Underwritten 2018 Public Offering | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Shares issued in transaction (in shares) | 3,300,000 | |||||||||||
Pre-Funded Warrant Shares | Private placement | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Shares issued in transaction (in shares) | 500,000 | |||||||||||
Common Stock | Private placement | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Shares issued in transaction (in shares) | 3,200,000 | |||||||||||
Common Stock | Underwritten 2018 Public Offering | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Shares issued in transaction (in shares) | 6,700,000 | |||||||||||
Common Stock | Private Placement 2020 | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Issuance of common stock (in shares) | 21,400,000 | |||||||||||
Proceeds from issuance of common stock, net | $ 74,500 | |||||||||||
Payments of stock issuance costs | 5,400 | |||||||||||
Common Stock | Overallotment Option Liability | Underwritten 2019 Public Offering | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Proceeds from issuance of common stock, net | $ 38,400 | |||||||||||
Payments of stock issuance costs | $ 3,900 | |||||||||||
Common Stock | 2020 Pre-Funded Warrants | Private Placement 2020 | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Payments of stock issuance costs | 1,200 | |||||||||||
Common Stock | 2020 Warrants | Private Placement 2020 | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Payments of stock issuance costs | $ 4,200 | |||||||||||
Private Placement Warrants | Private placement | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Shares issued in transaction (in shares) | 900,000 | |||||||||||
Lincoln Park Capital | Common Stock | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Issuance of common stock (in shares) | 1,500,000 | |||||||||||
Share price (in dollars per share) | $ 2.587 | |||||||||||
Issuance of common stock | $ 2,500 | $ 3,500 | ||||||||||
Long-term purchase commitment, period | 30 months | |||||||||||
Common stock, shares issued as commitment fee | 300,000 | |||||||||||
Sale of Stock, Shares Authorized for Issuance, Value | $ 27,500 | |||||||||||
Sale of stock, Shares Authorized for Issuance, Remaining Amount | 24,000 | $ 24,000 | ||||||||||
Maximum | Lincoln Park Capital | Common Stock | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Issuance of common stock (in shares) | 5,200,000 | |||||||||||
Shares of common stock outstanding, agreement threshold, percent | 19.99% | |||||||||||
Common Stock, Shares Outstanding of Affiliate Beneficial Ownership, Agreement Threshold, Percent | 9.99% | |||||||||||
Common Stock | At-The-Market Equity Offering Program | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Issuance of common stock (in shares) | 2,900,000 | |||||||||||
Proceeds from issuance of common stock, net | $ 9,800 | |||||||||||
Sale of stock, Shares Authorized for Issuance, Remaining Amount | 39,900 | $ 39,900 | ||||||||||
Common Stock | Private placement | At-The-Market Equity Offering Program | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Sale of stock, consideration received on transaction | $ 5,800 | |||||||||||
Shares issued in transaction (in shares) | 2,400,000 | |||||||||||
Sale of Stock, Shares Authorized for Issuance, Value | $ 50,000 |
Warrants - Issuable Shares of C
Warrants - Issuable Shares of Common Stock Related to Unexercised Warrants Outstanding (Details) | Dec. 31, 2020$ / sharesshares |
Warrant liability | |
Class of Stock [Line Items] | |
Shares | 50,958,000 |
Hercules Warrant | |
Class of Stock [Line Items] | |
Shares | 41,000 |
Exercise price of warrant (in dollars per share) | $ / shares | $ 6.80 |
2018 Warrants | |
Class of Stock [Line Items] | |
Shares | 3,617,000 |
Exercise price of warrant (in dollars per share) | $ / shares | $ 9.60 |
2019 Warrants | |
Class of Stock [Line Items] | |
Shares | 933,000 |
Exercise price of warrant (in dollars per share) | $ / shares | $ 4.52 |
2019 Pre-Funded Warrants | |
Class of Stock [Line Items] | |
Shares | 531,000 |
Exercise price of warrant (in dollars per share) | $ / shares | $ 0.08 |
2020 Warrants | |
Class of Stock [Line Items] | |
Shares | 33,613,000 |
Exercise price of warrant (in dollars per share) | $ / shares | $ 2.25 |
2020 Pre-Funded Warrants | |
Class of Stock [Line Items] | |
Shares | 12,223,000 |
Exercise price of warrant (in dollars per share) | $ / shares | $ 0.01 |
Warrants - Narrative (Details)
Warrants - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jan. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 01, 2018 | |
Class of Warrant or Right [Line Items] | |||||
Change in fair value of warrants | $ 8,889 | $ 986 | |||
Warrant liabilities | 56,118 | 2,486 | |||
Common Stock | Underwritten 2018 Public Offering | |||||
Class of Warrant or Right [Line Items] | |||||
Shares issued in transaction (in shares) | 6,700,000 | ||||
Warrant | Significant unobservable inputs (Level 3) | |||||
Class of Warrant or Right [Line Items] | |||||
Fair value, measurement liability value | 56,118 | 2,486 | $ 3,472 | $ 18,200 | |
Change in fair value of warrants | (800) | 1,000 | |||
Warrant liabilities | 1,700 | $ 2,500 | |||
2020 Warrants | Significant unobservable inputs (Level 3) | |||||
Class of Warrant or Right [Line Items] | |||||
Warrant liabilities | $ 54,500 | ||||
Warrant liability | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants outstanding (in shares) | 50,958,000 | ||||
Warrant liability | Underwritten 2018 Public Offering | |||||
Class of Warrant or Right [Line Items] | |||||
Shares issued in transaction (in shares) | 3,300,000 | ||||
2020 Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants outstanding (in shares) | 33,613,000 | ||||
Exercise price of warrant (in dollars per share) | $ 2.25 | ||||
Fair value, measurement liability value | $ 62,500 | ||||
Change in fair value of warrants | $ (8,100) |
Warrants Schedule of Warrant Li
Warrants Schedule of Warrant Liability Assumptions (Details) | Dec. 31, 2020floor$ / shares | Jul. 31, 2020$ / shares | Dec. 31, 2019floor$ / shares |
Volatility | Minimum | |||
Class of Warrant or Right [Line Items] | |||
Warrants, measurement input | floor | 0.500 | 0.500 | |
Volatility | Maximum | |||
Class of Warrant or Right [Line Items] | |||
Warrants, measurement input | floor | 1.015 | 1.166 | |
Warrant | Stock Price | |||
Class of Warrant or Right [Line Items] | |||
Warrants, measurement input | $ / shares | 2.42 | 2.07 | |
Warrant | Remaining term (in years) | |||
Class of Warrant or Right [Line Items] | |||
Remaining term (years) | 2 years | 3 years 1 month 6 days | |
Warrant | Expected dividend yield | |||
Class of Warrant or Right [Line Items] | |||
Warrants, measurement input | 0 | 0 | |
Warrant | Risk-free rate | |||
Class of Warrant or Right [Line Items] | |||
Warrants, measurement input | 0.0013 | 0.0162 | |
Warrant | Annual acquisition event probability | |||
Class of Warrant or Right [Line Items] | |||
Warrants, measurement input | 0.250 | 0.200 | |
2020 Warrants | Stock Price | |||
Class of Warrant or Right [Line Items] | |||
Warrants, measurement input | $ / shares | 2.42 | 2.69 | |
2020 Warrants | Volatility | |||
Class of Warrant or Right [Line Items] | |||
Warrants, measurement input | 1.191 | 1.106 | |
2020 Warrants | Remaining term (in years) | |||
Class of Warrant or Right [Line Items] | |||
Remaining term (years) | 3 years 7 months 6 days | 4 years | |
2020 Warrants | Expected dividend yield | |||
Class of Warrant or Right [Line Items] | |||
Warrants, measurement input | 0 | 0 | |
2020 Warrants | Risk-free rate | |||
Class of Warrant or Right [Line Items] | |||
Warrants, measurement input | 0.0022 | 0.0022 | |
2020 Warrants | Annual acquisition event probability | |||
Class of Warrant or Right [Line Items] | |||
Warrants, measurement input | 0.400 | 0.400 |
Employee benefit plans - Narrat
Employee benefit plans - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||||
Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2021 | Jun. 30, 2020 | Feb. 28, 2014 | |
Stock-based compensation | |||||
Defined contribution plan, cost | $ 0.5 | ||||
Savings Plan 401K | |||||
Stock-based compensation | |||||
Defined contribution plan, cost | $ 0.2 | ||||
Outstanding options | |||||
Stock-based compensation | |||||
Granted (in shares) | 1,345,000 | ||||
Compensation cost not yet recognized, period for recognition | 2 years 6 months | ||||
Outstanding options | Common Stock | |||||
Stock-based compensation | |||||
Granted (in shares) | 1,300,000 | 700,000 | |||
Grants in period, weighted average grant date fair value | $ 2.09 | $ 4.36 | |||
Employee stock options | |||||
Stock-based compensation | |||||
Stock compensation not yet recognized | $ 2.9 | ||||
Restricted Stock Units (RSUs) | |||||
Stock-based compensation | |||||
Granted (in shares) | 620,000 | ||||
Grants in period, weighted average grant date fair value | $ 2.11 | ||||
Compensation cost not yet recognized, period for recognition | 3 years 4 months 24 days | ||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 1 | ||||
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 | 2,100,000 | ||||
Equity Incentive Plan 2007 and Equity Incentive Plan 2014 | Outstanding options | |||||
Stock-based compensation | |||||
Number of shares available for grant | 2,600,000 | ||||
2014 ESPP | Employee stock purchase plan | |||||
Stock-based compensation | |||||
Number of shares authorized | 300,000 | ||||
Shares reserved for future issuance | 100,000 | ||||
Shares issued in period | 100,000 | 100,000 | |||
Amended and Restated 2014 Equity Incentive Plan [Member] | Employee stock purchase plan | |||||
Stock-based compensation | |||||
Number of shares authorized | 2,800,000 |
Employee benefit plans - Weight
Employee benefit plans - Weighted-average assumptions used (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
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 | 104.40% | 79.70% |
Risk-free interest rate | 0.50% | 2.30% |
Expected term (in years) | 6 years | 6 years |
Expected dividend yield | 0.00% | 0.00% |
Employee benefit plans - Stock
Employee benefit plans - Stock based compensation expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Stock Based Compensation Expense | ||
Total stock-based compensation expense | $ 1,974 | $ 1,837 |
Research and development | ||
Stock Based Compensation Expense | ||
Total stock-based compensation expense | 832 | 725 |
General and administrative | ||
Stock Based Compensation Expense | ||
Total stock-based compensation expense | $ 1,142 | $ 1,112 |
Employee benefit plans - Stoc_2
Employee benefit plans - Stock option activity (Details) - USD ($) $ / shares in Units, shares in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Outstanding options | ||
Shares | ||
Outstanding at the beginning of the period (in shares) | 1,323 | |
Granted (in shares) | 1,345 | |
Exercised (in shares) | 4 | |
Canceled (in shares) | (335) | |
Outstanding at the end of the period (in shares) | 2,329 | 1,323 |
Exercisable at the end of the period (in shares) | 887 | |
Weighted - Average Exercise Price | ||
Outstanding at the beginning of the period (in dollars per share) | $ 11.65 | |
Granted (in dollars per share) | 2.09 | |
Exercised (in dollars per share) | 1.66 | |
Canceled (in dollars per share) | 5.28 | |
Outstanding at the end of the period (in dollars per share) | 7.05 | $ 11.65 |
Exercisable at the end of the period (in dollars per share) | $ 13.61 | |
Weighted- Average Remaining Contractual Term | ||
Outstanding at the end of the period | 8 years 2 months 12 days | |
Exercisable at the end of the period | 6 years 10 months 24 days | |
Aggregate Intrinsic Value | ||
Outstanding at the beginning of the period (in dollars) | $ 0 | |
Outstanding at the end of the period (in dollars) | 505,000 | $ 0 |
Exercisable at the end of the period (in dollars) | $ 74,000 | |
Schedule of RSUs, Shares [Roll Forward] | ||
Granted (in shares) | 1,345 | |
Restricted Stock Units (RSUs) | ||
Shares | ||
Granted (in shares) | 620 | |
Schedule of RSUs, Shares [Roll Forward] | ||
Outstanding as of December 31, 2019 | 0 | |
Granted (in shares) | 620 | |
Vested | 0 | |
Forfeited/cancelled | (70) | |
Outstanding as of December 31, 2020 | 550 | 0 |
RSUs, Weighted-Average Grant Date Fair Value [Abstract] | ||
Beginning Balance, Weighted-Average Grant Date Fair Value, | $ 0 | |
Grants in period, weighted average grant date fair value | 2.11 | |
Vested, Weighted-Average Grant Date Fair Value, | 0 | |
Forfeited/cancelled, Weighted-Average Grant Date Fair Value, | 1.95 | |
Ending Balance, Weighted-Average Grant Date Fair Value, | $ 2.13 | $ 0 |
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 | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (43,714) | $ (38,950) |
Less: Change in fair value of 2020 Warrants | (8,067) | 0 |
Adjusted net loss | $ (51,781) | $ (38,950) |
Weighted average common stock outstanding - basic | 44,436 | 20,644 |
Dilutive effect of common stock issuable from assumed exercise of warrants | 2,117 | 0 |
Weighted average common stock outstanding - diluted | 46,553 | 20,644 |
Basic (in dollars per share) | $ (0.98) | $ (1.89) |
Diluted (in dollars per share) | $ (1.11) | $ (1.89) |
Net loss per share attributab_2
Net loss per share attributable to common stockholders (Details) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
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) | 7,470 | 5,914 |
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) | 550 | 0 |
Warrant | Common Stock | ||
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 | 4,591 |
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) | 2,329 | 1,323 |
Income taxes (Details)
Income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Deferred tax assets: | ||
U.S. and state net operating loss carryforwards | $ 25,458 | $ 56,906 |
Capitalized R&D | 32,057 | 28,427 |
Research and development credits | 3,784 | 11,717 |
Lease liability | 2,735 | 1,779 |
Stock-based compensation | 1,320 | 1,053 |
Accrued expenses | 866 | 507 |
Depreciation and amortization | 448 | 545 |
Other temporary differences | 25 | 38 |
Gross deferred tax assets | 66,693 | 100,972 |
Valuation allowance | 64,150 | 99,249 |
Total deferred tax assets | 2,543 | 1,723 |
ROU asset | (2,543) | (1,723) |
Total deferred tax liabilities | $ (2,543) | $ (1,723) |
Reconciliation of income tax expense | ||
Federal statutory income tax rate | 21.00% | 21.00% |
State income tax, net of federal benefit | 6.80% | 6.30% |
Permanent differences | 1.70% | 0.00% |
Research and development credit | 2.30% | 3.30% |
Section 382 limitation | (112.10%) | 0.00% |
Change in valuation allowance | 80.30% | (27.40%) |
Other, net | 0.00% | (3.20%) |
Effective tax rate | 0.00% | 0.00% |
Income taxes - Additional infor
Income taxes - Additional information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income taxes | ||
Increase in valuation allowance | $ (35,100,000) | |
Unrecognized accrued interest or penalties related to uncertain tax positions | 0 | $ 0 |
Uncertain tax position | $ 0 | 0 |
Research and development | U.S. federal | ||
Income taxes | ||
Tax credit carryforwards, limitation on use | 8.9 million | |
U.S. federal | ||
Income taxes | ||
Net operating loss carryforwards | $ 94,300,000 | 211,500,000 |
NOL, limitations on use | 149.0 million | |
U.S. federal | Indefinite carryforward | ||
Income taxes | ||
Net operating loss carryforwards | $ 84,800,000 | |
U.S. federal | 2037 | ||
Income taxes | ||
Net operating loss carryforwards | 9,500,000 | |
U.S. federal | Research and development | ||
Income taxes | ||
Tax credit carryforwards | $ 700,000 | 8,900,000 |
U.S. state | ||
Income taxes | ||
Net operating loss carryforwards | 197,700,000 | |
NOL, limitations on use | 139.7 million | |
U.S. state | 2040 | ||
Income taxes | ||
Net operating loss carryforwards | $ 89,600,000 | |
U.S. state | Research and development | ||
Income taxes | ||
Tax credit carryforwards | $ 3,800,000 | $ 3,500,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Feb. 18, 2021 | Nov. 30, 2019 | Apr. 24, 2018 |
Line of credit | 2018 Term Loan Agreement | |||
Subsequent Event [Line Items] | |||
Interest rate (as a percent) | 8.00% | ||
End of term charge | $ 1,000,000 | ||
Subsequent event | Notes Payable to Banks | 2021 Term Loan | |||
Subsequent Event [Line Items] | |||
Face amount | $ 10,000,000 | ||
Proceeds from loan for working capital and general corporate purposes | $ 1,000,000 | ||
Interest rate (as a percent) | 625.00% | ||
End of term charge | $ 500,000 | ||
Prepayment charge, percent, first twelve months | 3.00% | ||
Prepayment charge, percent, twelve to twenty-four months after closing date | 2.00% | ||
Prepayment charge, percent, twenty-four months and following the closing date | 1.00% | ||
Default additional annual interest rate accrual, percent | 4.00% | ||
Subsequent event | Notes Payable to Banks | 2021 Term Loan | Warrant liability | |||
Subsequent Event [Line Items] | |||
Shares issued in transaction (in shares) | 43,478 | ||
Exercise price of warrant (in dollars per share) | $ 3.45 | ||
Subsequent event | Notes Payable to Banks | Prime rate | 2021 Term Loan | |||
Subsequent Event [Line Items] | |||
Basis spread on variable rate | 300.00% | ||
Subsequent event | Line of credit | 2018 Term Loan Agreement | |||
Subsequent Event [Line Items] | |||
Loan proceeds used to repay debt | $ 9,000,000 |