Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 15, 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 | 001-38295 | ||
Entity Registrant Name | X4 PHARMACEUTICALS, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 27-3181608 | ||
Entity Address, Address Line One | 61 North Beacon Street | ||
Entity Address, Address Line Two | 4th Floor | ||
Entity Address, City or Town | Boston | ||
Entity Address, State or Province | MA | ||
Entity Address, Postal Zip Code | 02134 | ||
City Area Code | 857 | ||
Local Phone Number | 529-8300 | ||
Title of 12(b) Security | Common Stock | ||
Trading Symbol | XFOR | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
ICFR Auditor Attestation Flag | false | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 144,752,443 | ||
Entity Common Stock, Shares Outstanding | 17,384,478 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive proxy statement, or the 2021 Proxy Statement, for its 2021 Annual Meeting of Stockholders, which the registrant intends to file pursuant to Regulation 14A with the Securities and Exchange Commission not later than 120 days after the registrant's fiscal year ended December 31, 2020, are incorporated by reference into Part III of this Annual Report on Form 10-K. | ||
Entity Central Index Key | 0001501697 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 78,708 | $ 126,184 |
Research and development incentive receivable | 917 | 1,998 |
Prepaid expenses and other current assets | 3,682 | 1,096 |
Total current assets | 83,307 | 129,278 |
Property and equipment, net | 1,237 | 403 |
Goodwill | 27,109 | 27,109 |
Right-of-use assets | 7,960 | 1,959 |
Other assets | 3,258 | 1,949 |
Assets, Total | 122,871 | 160,698 |
Current liabilities: | ||
Accounts payable | 3,144 | 2,088 |
Accrued expenses | 8,018 | 6,461 |
Current portion of lease liability | 786 | 898 |
Liabilities, Current, Total | 11,948 | 9,447 |
Long-term debt, including accretion, net of discount | 33,178 | 20,097 |
Lease liabilities | 4,484 | 1,918 |
Other liabilities | 462 | 16 |
Total liabilities | 50,072 | 31,478 |
Commitments and contingencies (Note 9) | ||
Stockholders’ equity: | ||
Common Stock | 16 | 16 |
Additional paid-in capital | 267,077 | 261,367 |
Accumulated other comprehensive loss | (119) | (119) |
Accumulated deficit | (194,175) | (132,044) |
Total stockholders’ equity | 72,799 | 129,220 |
Total liabilities and stockholders’ equity | $ 122,871 | $ 160,698 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Common stock par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized (in shares) | 125,000,000 | 33,333,333 |
Common stock, outstanding (in shares) | 16,305,731 | 16,128,862 |
Common stock, issued (in shares) | 16,305,731 | 16,128,862 |
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 | Dec. 31, 2018 | |
Income Statement [Abstract] | |||
Revenue recognized | $ 3,000 | $ 0 | $ 0 |
Operating Expenses [Abstract] | |||
Research and development | 41,932 | 30,163 | 20,346 |
General and administrative | 20,942 | 17,640 | 8,739 |
Loss on transfer of nonfinancial assets | 0 | 3,900 | 0 |
Total operating expenses | 62,874 | 51,703 | 29,085 |
Loss from operations | (59,874) | (51,703) | (29,085) |
Nonoperating Income (Expense) [Abstract] | |||
Interest income | 273 | 1,197 | 236 |
Interest expense | (2,688) | (2,147) | (720) |
Change in fair value of preferred stock warrant liability | 0 | (288) | (3,398) |
Change in fair value of derivative liability | (437) | 183 | (89) |
Loss on extinguishment of debt | (162) | (566) | (229) |
Other income | 905 | 517 | 0 |
Total other expense, net | (2,109) | (1,104) | (4,200) |
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | (61,983) | (52,807) | (33,285) |
Income Tax Expense (Benefit) | 148 | 0 | 0 |
Net loss | (62,131) | (52,807) | (33,285) |
Accruing dividends on Series A convertible preferred stock | 0 | (592) | (3,000) |
Adjustment to accumulated deficit in connection with repurchase of Series Seed convertible preferred stock | 0 | 0 | (22) |
Net loss attributable to common stockholders | $ (62,131) | $ (53,399) | $ (36,307) |
Net loss per share attributable to common stockholders - basic and diluted (in dollars per share) | $ (3.09) | $ (4.63) | $ (79.15) |
Weighted average shares of common stock outstanding - basic and diluted (in shares) | 20,077 | 11,530 | 459 |
Currency translation adjustments | $ 0 | $ (119) | $ 0 |
Total comprehensive loss | $ (62,131) | $ (52,926) | $ (33,285) |
Consolidated Statements of Conv
Consolidated Statements of Convertible Preferred Stock, Redeemable Common Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Convertible Preferred Stock | Redeemable Common Stock |
Beginning balance, convertible preferred stock (in share) at Dec. 31, 2017 | 38,018,968 | 107,371 | |||||
Beginning balance, convertible preferred stock at Dec. 31, 2017 | $ 60,903 | $ 734 | |||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||
Repurchase of Series Seed convertible preferred stock, net of issuance cost of $11,000 (in shares) | (598,975) | ||||||
Repurchase of Series Seed convertible preferred stock, net of issuance costs of $11 thousand | $ (22) | $ (22) | $ (517) | ||||
Issuance cost of convertible preferred stock, net of issuance cost (in shares) | 2,659,574 | ||||||
Issuance costs of convertible preferred stock, net of issuance costs | 0 | $ 4,289 | |||||
Conversion of redeemable common stock into common stock | 0 | ||||||
Ending balance, convertible preferred stock (in shares) at Dec. 31, 2018 | 40,079,567 | 107,371 | |||||
Ending balance, convertible preferred stock at Dec. 31, 2018 | $ 64,675 | $ 734 | |||||
Beginning balance (in shares) at Dec. 31, 2017 | 350,607 | ||||||
Beginning balance at Dec. 31, 2017 | (44,545) | $ 0 | $ 1,385 | $ 0 | (45,930) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Exercise of stock options (in shares) | 1,045 | ||||||
Exercise of stock options | 7 | 7 | |||||
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | 759 | 759 | |||||
Net loss | (33,285) | (33,285) | |||||
Ending balance (in shares) at Dec. 31, 2018 | 351,652 | ||||||
Ending balance at Dec. 31, 2018 | (77,086) | $ 0 | 2,151 | 0 | (79,237) | ||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||
Repurchase of Series Seed convertible preferred stock, net of issuance costs of $11 thousand | 0 | ||||||
Conversion of redeemable common stock into common stock (in shares) | 107,364 | (107,371) | |||||
Conversion of redeemable common stock into common stock | 734 | 734 | $ (734) | ||||
Conversion of convertible preferred shares into common stock (in shares) | 3,808,430 | (40,079,567) | |||||
Conversion of convertible preferred shares into common stock | 64,675 | $ 4 | 64,671 | $ (64,675) | |||
Ending balance, convertible preferred stock (in shares) at Dec. 31, 2019 | 0 | 0 | |||||
Ending balance, convertible preferred stock at Dec. 31, 2019 | $ 0 | $ 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Exchange of common stock in connection with Merger (in shares) | 2,440,582 | ||||||
Exchange of common stock in connection with Merger | 45,541 | $ 2 | 45,539 | ||||
Fair value of replacement equity awards | 817 | 817 | |||||
Reclassification of warrant liability to permanent equity | 5,235 | 5,235 | |||||
Issuance of common stock and prefunded warrants for the purchase of common stock, net of issuance costs of $11.5 million (in shares) | 9,336,667 | ||||||
Issuance of common stock and prefunded warrants for the purchase of common stock, net of issuance costs of $11.4 million | 139,388 | $ 9 | 139,379 | ||||
Exercise of stock options (in shares) | 50,321 | ||||||
Exercise of stock options | 345 | $ 1 | 344 | ||||
Exercise of warrants (in shares) | 33,846 | ||||||
Exercise of warrants | 447 | 447 | |||||
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | 2,050 | 2,050 | |||||
Foreign currency translation adjustment | (119) | (119) | |||||
Net loss | (52,807) | (52,807) | |||||
Ending balance (in shares) at Dec. 31, 2019 | 16,128,862 | ||||||
Ending balance at Dec. 31, 2019 | 129,220 | $ 16 | 261,367 | (119) | (132,044) | ||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||
Repurchase of Series Seed convertible preferred stock, net of issuance costs of $11 thousand | 0 | ||||||
Conversion of redeemable common stock into common stock | $ 0 | ||||||
Ending balance, convertible preferred stock (in shares) at Dec. 31, 2020 | |||||||
Ending balance, convertible preferred stock at Dec. 31, 2020 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Exercise of stock options (in shares) | 17,689 | 17,689 | |||||
Exercise of stock options | $ 127 | $ 0 | 127 | ||||
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | $ 5,428 | 5,428 | |||||
Issuance of shares under employee stock purchase plan (in shares) | 26,643 | ||||||
Issuance of shares under employee stock purchase plan | $ 169 | 169 | |||||
Vesting of restricted stock units, less shares withheld and retired to satisfy tax obligations (in shares) | 132,537 | ||||||
Vesting of restricted stock units, less shares withheld and retired to satisfy tax obligations | $ (14) | (14) | |||||
Net loss | (62,131) | (62,131) | |||||
Ending balance (in shares) at Dec. 31, 2020 | 16,305,731 | ||||||
Ending balance at Dec. 31, 2020 | $ 72,799 | $ 16 | $ 267,077 | $ (119) | $ (194,175) |
Consolidated Statements of Co_2
Consolidated Statements of Convertible Preferred Stock, Redeemable Common Stock and Stockholders' Equity (Deficit) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Convertible Preferred Shares | ||
Issuance costs | $ 11 | |
Preferred Stock Issuance Costs | $ 539 | |
Common Stock | ||
Issuance costs | $ 11,400 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | |||
Net loss | $ (62,131) | $ (52,807) | $ (33,285) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Stock-based compensation expense | 5,428 | 2,050 | 759 |
Depreciation and amortization expense | 351 | 103 | 103 |
Loss on transfer of nonfinancial assets | 0 | 3,900 | 0 |
Non-cash lease expense | 879 | 569 | 0 |
Accretion of debt discount | 532 | 695 | 152 |
Loss on extinguishment of debt | 162 | 566 | 229 |
Change in fair value of preferred stock warrant and derivative liability | 437 | 105 | 3,487 |
Other | (413) | 0 | 0 |
Changes in operating assets and liabilities: | |||
Prepaid expenses, other current assets and research & development incentive receivable | (1,655) | 109 | 279 |
Accounts payable | 1,031 | (2,752) | 1,307 |
Accrued expenses | 1,517 | 160 | 1,549 |
Lease liabilities | (1,067) | (753) | 0 |
Operating lease right-of-use asset, net of non-cash portion | (3,889) | 0 | 0 |
Net cash used in operating activities | (58,818) | (48,055) | (25,420) |
Cash flows from investing activities: | |||
Cash, cash equivalents and restricted cash acquired in connection with the Merger | 0 | 26,406 | 0 |
Proceeds from transfer of non-financial assets | 0 | 1,000 | 0 |
Purchase of property, equipment and intangible assets | (1,362) | (174) | 0 |
Net cash provided by (used in) investing activities | (1,362) | 27,232 | 0 |
Cash flows from financing activities: | |||
Proceeds from exercise of stock options and warrants | 561 | 792 | 7 |
Employee taxes paid related to net share settlement of vested restricted stock units | (278) | 0 | 0 |
Proceeds from borrowings under loan and security agreements, net of issuance costs | 12,388 | 9,849 | 9,908 |
Proceeds from issuance of Series B convertible preferred stock, net of issuance costs | 0 | 0 | 4,461 |
Repurchase of Series Seed convertible preferred stock | 0 | 0 | (1,126) |
Repayments of borrowings under loan and security agreement | 0 | (9,368) | (6,380) |
Proceeds from sale of common stock and warrants, net of issuance costs | (277) | 139,388 | 0 |
Net cash provided by financing activities | 12,394 | 140,661 | 6,870 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 402 | (250) | 0 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (47,384) | 119,588 | (18,550) |
Cash, cash equivalents and restricted cash at beginning of period | 128,086 | 8,498 | 27,048 |
Cash, cash equivalents and restricted cash at end of period | 80,702 | 128,086 | 8,498 |
Supplemental disclosure of cash flow information | |||
Cash paid for interest | 2,099 | 1,284 | 540 |
Supplemental disclosure of non-cash investing and financing activities: | |||
Purchase of property, equipment and intangible assets included in accounts payable | 54 | 40 | 0 |
Issuance costs related to sale of common stock and warrants, not yet paid | 0 | 775 | 0 |
Conversion of convertible preferred stock into common stock | 0 | 64,675 | 0 |
Conversion of redeemable common stock into common stock | 0 | 734 | 0 |
Conversion of convertible preferred stock warrants into common stock warrants | 0 | 5,235 | 0 |
Fair value of net assets acquired in the Merger in exchange for common shares, excluding cash acquired | 0 | 19,952 | 0 |
Initial fair value of derivative liability in connection with loan and security agreement | 0 | 0 | 18 |
Issuance of warrants in connection with Series B convertible preferred stock financing | 0 | 0 | 172 |
Issuance of warrants in connection with loan and security agreement | $ 0 | $ 0 | $ 132 |
Nature of the Business and Basi
Nature of the Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Nature of the Business and Basis of Presentation | NATURE OF THE BUSINESS AND BASIS OF PRESENTATION X4 Pharmaceuticals, Inc., (together with its subsidiaries ,the “Company”), is a late-stage clinical biopharmaceutical company focused on the research, development and commercialization of novel therapeutics for the treatment of rare diseases. The Com pany’ s lead product candidate, mavorixafor, is a potential first-in-class, once-daily, oral inhibitor of CXCR4 and is currently in a Phase 3 clinical trial for the treatment of WHIM syndrome, a rare, inherited, primary immunodeficiency disease caused by genetic mutations in the CXCR4 receptor gene. The Company is also conducting a 14-day, proof-of-concept Phase 1b clinical trial of mavorixafor in patients with severe congenital neutropenia (“SCN”) and a Phase 1b clinical trial of mavorixafor in combination with ibrutinib in Waldenström’s macroglobulinemia (“Waldenström’s”). The Company is headquartered in Boston, Massachusetts. Going Concern Assessment— In accordance with Accounting Standards Update (“ASU”) No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40) (“ASU 2014-15”), the Company has evaluated whether there are certain conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. As of December 31, 2020, the Company had $78.7 million of cash and cash equivalents and an accumulated deficit of $194.2 million. As further discussed in Note 2, the Company has a covenant under its Amended and Restated Loan Agreement (the “Hercules Loan Agreement”) with Hercules Capital Inc. (“Hercules”), which will require that the Company maintain a minimum level of cash, as defined, beginning on January 1, 2022, which date is extended if the Company meets certain financial milestones related to third party funding. If the Company is in violation of this covenant, Hercules could require the repayment of all outstanding debt. Based on its current cash expenditure forecast and considering this covenant, the Company expects that its existing cash and cash equivalents will fund its operations into the first quarter of 2022. As described in Note 16, the Company has entered into an agreement with several institutional and accredited investors to sell its common stock and pre-funded warrants for the purchase of its common stock in a private placement, which is expected to close on or about March 23, 2021, subject to the satisfaction of customary closing conditions. Aggregate gross proceeds from this private placement are expected to provide gross proceeds of approximately $55.0 million, before deducting offering expenses payable by the Company. In addition, the Company entered into an option agreement related to a non-binding letter of intent with a third party to negotiate a co-development agreement that is expected to provide the Company with up to $65.0 million in funding when and if the arrangement closes. If the co-development agreement is not executed prior to May 15, 2021, the third party has the right, at their sole option, to sell the 229,885 shares of common stock expected to be purchased in the private placement back to the Company at the original purchase price of $8.70 per share. The receipt of funds from the private placement and co-development arrangements cannot be considered probable, as defined in ASU 2014-15, until the closings occur and the funds are received. Therefore, these funds are not considered in the Company’s going concern evaluation. As a result, the Company believes that, in the aggregate, these conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that these consolidated financial statements are issued. Nevertheless, the accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. In order to fund its operations beyond 2021, the Company plans to raise funds through the private placement and co-development arrangement noted above. If these arrangements do not close or otherwise result in a lower level of funding than expected, the Company would seek to raise funds potentially through a combination of equity offerings, debt financings, other third-party funding, marketing and distribution arrangements and other collaborations and strategic alliances. If the Company is unable to obtain future funding when needed, the Company may be forced to delay, reduce or eliminate some or all of its research and development programs, product portfolio expansion or pre-commercialization efforts, which could adversely affect its business prospects, or the Company may be unable to continue operations. There is no assurance that the Company will be successful in obtaining sufficient funding on terms acceptable to the Company to fund continuing operations, if at all. Impact of the COVID-19 Pandemic — The impact of the COVID-19 pandemic has been and, notwithstanding the recent commencement of vaccination efforts, is expected to continue to be extensive in many aspects of society, which has resulted in and will likely continue to result in significant disruptions to the global economy, as well as businesses and capital markets around the world. Impacts to the Company’s business have included temporary closures or postponements of activation of its clinical trial sites or facilities, disruptions or restrictions on its employees’ ability to travel, disruptions to or delays in ongoing clinical trials, including patient enrollment at a slower pace than initially projected and the diversion of healthcare resources away from the conduct of the Company’s clinical trials as a result of the ongoing COVID-19 pandemic, including the diversion of hospitals serving as the Company’s clinical trial sites and hospital staff supporting the conduct of the Company’s clinical trials. Merger with Arsanis— On November 26, 2018, Arsanis, Inc., a publicly held Delaware corporation (“Arsanis”), Artemis AC Corp., a Delaware corporation and a wholly-owned subsidiary of Arsanis (“Merger Sub”), and X4 Therapeutics, Inc. (“X4”) entered into an Agreement and Plan of Merger, as amended on December 20, 2018 and March 8, 2019 (the “Merger Agreement”), pursuant to which the Merger Sub merged with and into X4, with X4 surviving the merger as a wholly-owned subsidiary of Arsanis. The transactions described in the foregoing sentence may be referred to in these consolidated financial statements as “the Merger.” The transaction was accounted for as a reverse merger in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Under this method of accounting, X4 was deemed to be the accounting acquirer for financial reporting purposes. This determination was primarily based on the facts that, immediately following the Merger: (i) the Company’s stockholders own a substantial majority of the voting rights in the combined organization, (ii) the Company designated a majority of the members of the initial board of directors of the combined organization and (iii) the Company’s senior management hold all key positions in the senior management of the combined organization. Accordingly, for accounting purposes, the business combination was treated as the equivalent of X4 issuing stock to acquire the net assets of Arsanis. As a result, as of the closing date of the Merger, the net assets of Arsanis were recorded at their acquisition-date fair values in the consolidated financial statements of the Company and the reported operating results prior to the business combination are those of the Company. In addition, transaction costs incurred by the Company in connection with the business combination have been expensed as incurred. On March 13, 2019, Arsanis, X4 and Merger Sub completed the Merger pursuant to the terms of the Merger Agreement. Pursuant to the terms of the Merger Agreement, each outstanding share of X4’s common stock and preferred stock was exchanged for 0.5702 shares of Arsanis’ common stock (the “Exchange Ratio”). In addition, all outstanding options exercisable for common stock and warrants exercisable for convertible preferred stock of X4 became options and warrants exercisable for the same number of shares of common stock of Arsanis multiplied by the Exchange Ratio. In connection with the Merger, X4 changed its name to X4 Therapeutics, Inc. Following the closing of the Merger, X4 Therapeutics, Inc. became a wholly-owned subsidiary of the Company, which changed its name to X4 Pharmaceuticals, Inc. As used herein, the words “the Company” refers to, for periods following the Merger, X4 Pharmaceuticals, Inc. (formerly Arsanis, Inc.), together with is direct and indirect subsidiaries, and for periods prior to the Merger, X4 Therapeutics, Inc. (formerly X4 Pharmaceuticals, Inc.), and its direct and indirect subsidiaries, as applicable. Immediately following the Merger, stockholders of X4 owned approximately 64% of the combined organization’s outstanding common stock. On March 14, 2019, the combined organization’s common stock began trading on The Nasdaq Capital Market under the ticker symbol “XFOR.” Reverse Stock Split— On March 13, 2019, immediately following the closing of the Merger, the Company effected a 1-for-6 reverse stock split of its common stock (the “Reverse Stock Split”). Accordingly, all share and per share amounts for all periods presented in the accompanying consolidated financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect the Reverse Stock Split. No fractional shares were issued in connection with the Reverse Stock Split. Unless otherwise noted, all references to common stock share and per share amounts have also been adjusted to reflect the exchange ratio of 0.5702. Principles of Consolidation— The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, including X4 Pharmaceuticals (Austria) GmbH (“X4 Austria”), which is incorporated in Vienna, Austria, and X4 Therapeutics, Inc. All significant intercompany accounts and transactions have been eliminated. |
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 Use of Estimates— The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of expenses during the reporting period. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the accrual of research and development expenses, the valuation of intangible assets acquired in business combinations, the valuations of common stock prior to the Merger, the valuation of stock options, embedded derivative instruments (and the resulting derivative liabilities), valuation of lease liabilities and the constraint of variable consideration from revenue transactions. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates when there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates. Foreign Currency and Currency Translation— The functional currency of the Company’s foreign subsidiary, X4 Austria, is the U.S. dollar but X4 Austria maintains its books and records in Euro. Monetary assets and liabilities are translated at current exchange rates as of the balance sheet date, non-monetary assets such as property and equipment and equity accounts are translated at historic rates and income and expenses are translated at the average exchanges rates for the period. Adjustments resulting from the translation of the consolidated financial statements of the Company’s foreign operations into U.S. dollars are included in the determination of net loss and are recorded in other expense, net. Concentrations of Credit Risk and Significant Suppliers— Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and research and development incentive receivables. The Company generally maintains cash balances in various operating accounts at financial institutions that management believes to be of high credit quality in amounts that may exceed federally insured limits. The Company has not experienced losses related to its cash and cash equivalents. The Company is dependent on third-party manufacturers to supply products for research and development activities in its programs. The Company relies and expects to continue to rely on a small number of manufacturers to supply it with its requirements for the active pharmaceutical ingredients and formulated drugs related to these programs. These programs could be adversely affected by a significant interruption in these manufacturing services or in the supply of active pharmaceutical ingredients and formulated drugs. Cash and Cash Equivalents— The Company considers all highly liquid investments with maturities of three months or less at the date of purchase to be cash equivalents. Cash equivalents consisted of money market funds as of December 31, 2020 and 2019. Restricted Cash— (in thousands) As of December 31, 2020 As of December 31, 2019 Letter of credit security: Cambridge lease $ 264 $ 264 Letter of credit security: Waltham lease 250 250 Letter of credit security: Vienna Austria lease 336 94 Letter of credit security: Boston lease 1,144 1,144 Corporate credit card collateral — 150 Total restricted cash $ 1,994 $ 1,902 Restricted cash included in prepaid expenses and other current assets $ 264 $ — Restricted cash included in other assets $ 1,730 $ 1,902 In connection with the Company’s lease agreement for its facilities in Massachusetts and Austria, the Company maintains letters of credit, which are secured by restricted cash, for the benefit of the landlord. In addition, as of December 31, 2019, the Company was required to maintain a separate cash balance of $150 thousand to collateralize corporate credit cards with a bank. In accordance with the Company’s Amended and Restated Loan Agreement with Hercules, as most recently amended on December 21, 2020 and as further described in Note 7, effective as of the earlier of (a) certain specified events impacting the Company’s Phase III trial of mavorixafor for the treatment of WHIM syndrome and (b) January 1, 2022 (which date is extended if the Company meets certain financial milestones related to third party funding), the Company at all times thereafter must maintain cash in an account or accounts in which Hercules has a first priority security interest, in an aggregate amount greater than or equal to the greater of (i) $30.0 million or (ii) six multiplied by a metric based on prior months’ cash expenditures; provided, however, that from and after the Company’s achievement of certain performance milestones, the required level shall be reduced to the greater of (x) $20.0 million, or (y) three multiplied by the current cash expenditures metric; and provided further, that subject to the achievement of certain milestones, this covenant will be extinguished. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets to the sum to the total of amounts shown in the Company’s consolidated statements of cash flows as of December 31, 2020, 2019 and 2018: (in thousands) December 31, December 31, 2019 December 31, December 31, 2017 Cash and cash equivalents $ 78,708 $ 126,184 $ 8,134 $ 26,684 Restricted cash, current (included within prepaid expenses and other current assets) 264 — — — Restricted cash, non-current (included within other assets) 1,730 1,902 364 364 Total cash, cash equivalents and restricted cash $ 80,702 $ 128,086 $ 8,498 $ 27,048 Property and Equipment— Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization expense is recognized using the straight-line method over the estimated useful life of each asset, as follows: Estimated Useful Life Office furniture 3 to 7 years Computer equipment 3 years Laboratory equipment 3 to 10 years Leasehold improvements Shorter of lease term or 10 years Estimated useful lives are periodically assessed to determine if changes are appropriate. Maintenance and repairs are charged to expense as incurred. When assets are retired or otherwise disposed of, the cost of these assets and related accumulated depreciation or amortization are eliminated from the consolidated balance sheet and any resulting gains or losses are included in the consolidated statements of operations and comprehensive loss in the period of disposal. Costs for capital assets not yet placed into service are capitalized as construction-in-progress and depreciated once placed into service. Right-of-Use Assets and Leases— Effective January 1, 2019, the Company adopted Accounting Standards Codification (“ASC”), Topic 842, Leases (“ASC 842”), using the modified retrospective approach through a cumulative-effect adjustment and utilizing the effective date as its date of initial application, with prior periods unchanged and presented in accordance with the guidance in Topic 840, Leases (“ASC 840”). At the inception of an arrangement, the Company determines whether the arrangement contains a lease based on the unique facts and circumstances present. Leases with a non-cancellable term greater than one year are recognized on the balance sheet as right-of-use assets with associated current and non-current lease liabilities. The Company has elected not to recognize on the balance sheet leases with terms of one year or less. Options to renew a lease are not included in the Company’s initial lease term assessment unless there is reasonable certainty that the Company will renew the lease. If a lease is cancellable without penalty, the Company excludes from the lease term periods following the cancellation notice period unless it is reasonably certain that the Company will not cancel the lease. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected remaining lease term. Certain adjustments to the right-of-use operating asset may be required for items such as incentives received or accrued rent. The interest rate implicit in lease contracts is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rates, which are the rates it incurs to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. The Company has referenced the effective rate of its Hercules borrowings, as adjusted for differences terms, to determine calculate its incremental borrowing rate for each of its operating leases. In accordance with the guidance in ASC 842, components of a lease are split into lease components and non-lease components. A policy election is available pursuant to which an entity may elect to not separate lease and non-lease components. Rather, each lease component and the related non-lease components are accounted for together as a single component. For new and amended leases beginning in 2019 and after, the Company has elected to account for the lease and non-lease components as a combined lease component for its office and laboratory building leases. Impairment of Long-Lived Assets— Long-lived assets consist of property and equipment and operating lease right-of-use assets. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset group for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset group to its carrying value. An impairment loss would be recognized in loss from operations when estimated undiscounted future cash flows expected to result from the use of an asset group are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset group over its fair value. To date, the Company has not recorded any material impairment losses on long-lived assets. Goodwill— Business combinations are accounted for under the acquisition method. The total purchase price of an acquisition is allocated to the underlying identifiable net assets, based on their respective estimated fair values as of the acquisition date. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, probabilities of success, discount rates, and asset lives, among other items. Assets acquired and liabilities assumed are recorded at their estimated fair values. The excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Goodwill is tested quantitatively for impairment at the reporting unit level annually in the fourth quarter, or more frequently when events or changes in circumstances indicate that the asset might be impaired. Examples of such events or circumstances include, but are not limited to, a significant adverse change in legal or business climate, an adverse regulatory action or unanticipated competition. The Company has determined that it operates in a single operating segment and has a single reporting unit. To perform its quantitative test, the Company compares the fair value of the reporting unit to its carrying value. If the fair value of the reporting unit exceeds the carrying value of its net assets, goodwill is not impaired, and no further testing is required. If the fair value of the reporting unit is less than the carrying value, the Company measures the amount of impairment loss, if any, as the excess of the carrying value over the fair value of the reporting unit. The Company determined that goodwill was not impaired as of December 31, 2020 based on its quantitative test. Intangible Assets— In connection with the Merger, the Company acquired certain in-process research and development (“IPR&D”) assets, which were classified as indefinite-lived intangible assets. Acquired IPR&D represents the fair value assigned to research and development assets that the Company acquires and have not been completed at the acquisition date. The fair value of IPR&D acquired in a business combination is recorded on the Company’s consolidated balance sheets at the acquisition-date fair value and is determined by estimating the costs to develop the technology into commercially viable products, estimating the resulting revenue from the projects, and discounting the projected net cash flows to present value. IPR&D is not amortized, but rather is reviewed for impairment on an annual basis or more frequently if indicators of impairment are present, until the project is completed, abandoned or transferred to a third party. The projected discounted cash flow models used to estimate the Company’s IPR&D reflect significant assumptions regarding the estimates a market participant would make in order to evaluate a drug development asset, including the following: • Probability of successfully completing clinical trials and obtaining regulatory approval; • Market size, market growth projections, and market share; • Estimates of future cash flows from potential milestone payments and royalties related to out-licensed product sales; and • A discount rate reflecting the Company's weighted average cost of capital and specific risk inherent in the underlying assets . During the year ended December 31, 2019, the Company entered into an out-licensing arrangement with a third party that transferred the rights to develop and commercialize one of the programs underlying an IPR&D intangible asset. In addition, the Company entered into amended out-licensing option agreements with a third party who had previously entered into an option agreement with Arsanis to license the rights to develop and commercialize two other programs underlying the IPR&D intangible assets. Following the amendment to these option agreements, the options were exercised by the third party and the in-process research and development programs were out-licensed to the third party. As of December 31, 2019, all programs underlying IPR&D intangible assets acquired in the Merger were transferred to these third parties. As a result of the transfer of the IPR&D projects to third parties, the Company derecognized the IPR&D intangibles asset through a charge to “loss on transfer of nonfinancial assets” during 2019. (See Note 15) Fair Value Measurements— Certain assets and liabilities of the Company are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3—Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. Prior to the Merger, the Company’s preferred stock warrant liability and preferred stock repurchase liability were carried at fair value, determined according to Level 3 inputs in the fair value hierarchy described above. The embedded derivative liability related to the redemption features of the Company’s debt with Hercules as described further below is carried at fair value and is a Level 3 measurement. The Company’s cash equivalents, consisting of money market funds invested in U.S. Treasury securities, are carried at fair value, determined based on Level 1 and Level 2 inputs in the fair value hierarchy described above. The carrying values of the Company’s accounts payable and accrued expenses approximate their fair values due to the short-term nature of these liabilities. The carrying value of the Company’s outstanding loan and security agreement with Hercules approximates its fair value at December 31, 2020 because the debt bears interest at a variable market rate and the Company’s credit risk has not materially changed since the inception of the agreement. Segment Information— The Company manages its operations as a single operating segment for the purposes of assessing performance and making operating decisions. The Company’s focus is on the research, development and commercialization of novel therapeutics for the treatment of rare diseases. Revenue Recognition— Effective January 1, 2018, the Company adopted ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), as amended, using the modified retrospective transition method. The modified retrospective method requires that the cumulative effect of initially applying ASC 606 be recognized as an adjustment to the opening balance of retained earnings or accumulated deficit of the annual period that includes the date of initial application. The Company had no arrangements that were in the scope of ASC 606 on January 1, 2018 and thus there was no impact to the consolidated financial statements as a result of the adoption. This standard applies to all contracts with customers, except for contracts that are within the scope of other standards, such as collaboration arrangements and leases. The Company’s revenues are generated primarily through research, development and commercialization agreements. The terms of these agreements may contain multiple promised goods and services, which may include (i) licenses, or options to obtain licenses, to the Company’s technology, and (ii) in certain cases, services in connection with the manufacturing of preclinical and clinical materials. Payments to the Company under these arrangements typically include one or more of the following: non-refundable, upfront license fees; option exercise fees; milestone payments; payments for clinical and commercial product supply, and royalties on future product sales. To date, the Company’s license agreement with Abbisko Therapeutics Co., Ltd. (“Abbisko”) represents its only revenue-generating agreement. The Company analyzes its arrangements to assess whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards dependent on the commercial success of such activities and are therefore within the scope of ASC Topic 808, Collaborative Arrangements (“ASC 808”). This assessment is performed throughout the life of the arrangement based on changes in the responsibilities of all parties in the arrangement. For collaboration arrangements that are deemed to be within the scope of ASC 808, the Company first determines which elements of the collaboration are deemed to be within the scope of ASC 808 and those that are more reflective of a vendor-customer relationship and, therefore, within the scope of ASC 606. The Company’s policy is generally to recognize amounts received from collaborators in connection with joint operating activities that are within the scope of ASC 808 as a reduction in research and development expense. To date, there have been no transactions within the scope of ASC 808. Under ASC 606, the Company recognizes revenue when its customers obtain control of promised goods or services, in an amount that reflects the consideration which the Company determines it expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: (1) identify the contract(s) with a customer; (2) identify the performance obligation(s) in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligation(s) in the contract; and (5) recognize revenue when (or as) the Company satisfies its performance obligation(s). As part of the accounting for these arrangements, the Company must make significant judgments, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and; allocating the transaction price to each performance obligation. Once a contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within the contract and determines those that are performance obligations. Arrangements that include rights to additional goods or services that are exercisable at a customer’s discretion are generally considered options. The Company assesses if these options provide a material right to the customer and if so, they are considered performance obligations. The Company assesses whether each promised good or service is distinct for the purpose of identifying the performance obligations in the contract. This assessment involves subjective determinations and requires management to make judgments about the individual promised goods or services and whether such are separable from the other aspects of the contractual relationship. Promised goods and services are considered distinct provided that: i. the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (that is, the good or service is capable of being distinct) and ii. the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (that is, the promise to transfer the good or service is distinct within the context of the contract). In assessing whether a promised good or service is distinct, the Company considers factors such as the research, manufacturing and commercialization capabilities of the customer and the availability of the associated expertise in the general marketplace. The Company also considers the intended benefit of the contract in assessing whether a promised good or service is separately identifiable from other promises in the contract. If a promised good or service is not distinct, an entity is required to combine that good or service with other promised goods or services until it identifies a bundle of goods or services that is distinct. The transaction price is then determined and allocated to the identified performance obligations in proportion to their standalone selling prices (“SSP”) on a relative SSP basis. SSP is determined at contract inception and is not updated to reflect changes between contract inception and when the performance obligations are satisfied. Determining the SSP for performance obligations requires significant judgment. In developing the SSP for a performance obligation, the Company considers applicable market conditions and relevant entity-specific factors, including factors that were contemplated in negotiating the agreement with the customer and estimated costs. The Company validates the SSP for performance obligations by evaluating whether changes in the key assumptions used to determine the SSP will have a significant effect on the allocation of arrangement consideration between multiple performance obligations. If the consideration promised in a contract includes a variable amount, the Company estimates the amount of consideration to which it will be entitled in exchange for transferring the promised goods or services to a customer. The Company determines the amount of variable consideration by using either the expected value method or the most-likely-amount method. The Company includes the unconstrained amount of estimated variable consideration in the transaction price. The amount included in the transaction price reflects the amount for which it is probable that a significant reversal of cumulative revenue recognized will not occur. At the end of each subsequent reporting period, the Company re-evaluates the estimated variable consideration included in the transaction price and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis in the period of adjustment. In determining the transaction price, the Company adjusts consideration for the effects of the time value of money if the timing of payments provides the Company with a significant benefit of financing. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the licensees and the transfer of the promised goods or services to the licensees will be one year or less. The Company assesses each of its revenue generating arrangements in order to determine whether a significant financing component exists and concluded that a significant financing component does not exist in any of its arrangements. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) each performance obligation is satisfied at a point in time or over time, and if over time based on the use of an output or input method. At the inception of each arrangement that includes non-refundable payments for contingent milestones, including preclinical research and development, clinical development and regulatory, the Company evaluates whether the milestones are considered probable of being achieved and estimates the amount to be included in the transaction price using the most-likely-amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the control of the Company or the licensee, such as regulatory approvals, are not considered probable of being achieved until those approvals are received. At the end of each reporting period, the Company re-evaluates the probability of the achievement of contingent milestones and the likelihood of a significant reversal of such milestone revenue, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect licensing revenue in the period of adjustment. This quarterly assessment may result in the recognition of revenue related to a contingent milestone payment before the milestone event has been achieved. Research and Development Programs— Proceeds under the research and development incentive program from the Austrian government are recognized as other income in an amount equal to the qualifying expenses incurred in each period multiplied by the applicable reimbursement percentage. Incentive income recognized upon incurring qualifying expenses in advance of receipt of proceeds from research and development incentives is recorded in the consolidated balance sheet as research and development incentive receivable. Research and Development Costs— Costs associated with internal research and development and external research and development services, including drug development and preclinical studies, are expensed as incurred. Research and development expenses include costs for salaries, employee benefits, subcontractors, facility-related expenses, depreciation and amortization, stock-based compensation, third-party license fees, laboratory supplies, and external costs of outside vendors engaged to conduct discovery, preclinical and clinical development activities and clinical trials as well as to manufacture clinical trial materials, and other costs. The Company recognizes external research and development costs based on an evaluation of the progress to completion of specific tasks using information provided to the Company by its service providers. Nonrefundable advance payments for services to be received in the future for use in research and development activities are recorded as prepaid expenses. Such prepaid expenses are recognized as an expense when the related services have been performed, or when it is no longer expected that the goods will be delivered or the services rendered. Patent Costs— All patent-related costs incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred are classified as general and administrative expenses. Debt Issuance Costs— Debt issuance costs consist of payments made to secure commitments under certain debt financing arrangements. These amounts are recognized as interest expense over the period of the financing arrangement using the effective interest method. If the financing arrangement is canceled or forfeited, or if the utility of the arrangement to the Company is otherwise compromised, these costs are recognized as interest expense immediately. The Company’s consolidated financial statements present debt issuance costs related to a recognized debt liability as a direct reduction from the carrying amount of that debt liability. Stock-Based Compensation— The Company measures all stock-based awards granted to employees, nonemployees and directors based on the fair value on the date of the grant and recognizes compensation expense for those awards, net of estimated forfeitures, over the requisite service period, which is generally the vesting period of the respective award. The Company issues stock-based awards with service-based vesting conditions and records the expense for these awards using the straight-line method. The Company has also issued stock-based awards with performance-based vesting conditions that vest in part upon the Company’s achievement of operational milestones and over time thereafter for the subsequent two years as the employee continues to provide services. The Company assesses the probability of achievement of these operational milestones and recognizes stock-based compensation for these awards using the accelerated attribution model based on the fair value of the awards as of the date of grant and its best estimate of the date each operational milestone will be achieved. The Company classifies stock-based compensation expense in its consolidated statements of operations and comprehensive loss in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified. The Company recognizes compensation expense for only the portion of awards that are expected to vest. In developing a forfeiture rate estimate, the Company has considered its historical experience to estimate pre-vesting forfeitures for service-based awards. The impact of a forfeiture rate adjustment is recognized in full in the period of adjustment, and if the actual forfeiture rate is materially different from the Company’s estimate, the Company may be required to record adjustments to stock-based compensation expense in future periods. The fair value of each stock option grant is estimated on the date of grant using the Bl |
License, Collaboration, and Fun
License, Collaboration, and Funding Agreements | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
License, Collaboration, and Funding Agreements | LICENSE, COLLABORATION AND FUNDING ARRANGEMENTS Genzyme Agreement In July 2014, the Company entered into a license agreement with Genzyme (the “Genzyme Agreement”) pursuant to which the Company was granted an exclusive license to certain patents and intellectual property owned or controlled by Genzyme related to the CXCR4 receptor to develop and commercialize products containing licensed compounds (including but not limited to mavorixafor) for all therapeutic, prophylactic and diagnostic uses, with the exception of autologous and allogenic human stem cell therapy. Under the terms of the Genzyme Agreement, the Company is obligated to use commercially reasonable efforts to develop and commercialize licensed products for use in the field in the United States and at least one other major market country. The Company has the right to grant sublicenses of the licensed rights that cover mavorixafor to third parties. Under the Genzyme Agreement, the Company is obligated to pay Genzyme milestone payments in the aggregate amount of up to $25.0 million, contingent upon the achievement by the Company of certain clinical-stage regulatory and sales milestones with respect to licensed products. The Company is also obligated to pay Genzyme tiered royalties based on net sales of licensed products that the Company commercializes under the agreement. The obligation to pay royalties for each licensed product expires on a country-by-country basis on the latest of (i) the expiration of licensed patent rights that cover that licensed product in that country, (ii) the expiration of regulatory exclusivity in that country and (iii) ten years after the first commercial sale of such licensed product in that country. Royalty rates are subject to reduction under the agreement in specified circumstances, including in any country if the Company is required to obtain a license from any third party to the extent the Company’s patent rights might infringe the third party’s patent rights, if a licensed product is not covered by a valid claim in that country or if sales of generic products reach certain thresholds in that country. If the Company enters into a sublicense under the Genzyme Agreement, the Company will be obligated to pay Genzyme a percentage of certain upfront fees, maintenance fees, milestone payments and royalty payments paid to the Company by the sublicensee. Under the Genzyme Agreement, the Company will itself manufacture and supply, or enter into manufacturing or supply agreements with Genzyme or third parties to manufacture and supply, clinical and commercial supplies of licensed compounds and each licensed product. The Company is also responsible for all costs related to the filing, prosecution and maintenance of the licensed patent rights. The Genzyme Agreement will remain in effect until the expiration of the royalty term in all countries for all licensed products. The Genzyme Agreement may be terminated by either party with at least 90 days’ notice in the event of material breach by the other party that remains uncured for 90 days, by either party for insolvency or bankruptcy of the other party, immediately by Genzyme if the Company challenges the licensed patents, or immediately by the Company if a material safety issue arises. During the twelve months ended December 31, 2020, the Company incurred $0.9 million of payment obligations to Genzyme and for the twelve months ended December 31, 2019 and 2018 did not incur any payment obligations to Genzyme under the Genzyme Agreement. Georgetown Agreement In December 2016, the Company entered into a license agreement (the “Georgetown Agreement”) with Georgetown University (“Georgetown”) pursuant to which the Company obtained an exclusive, worldwide license to make, have made, use, sell, offer for sale and import of products covered by patent rights co-owned by Georgetown. The rights licensed to the Company are for all therapeutic, prophylactic and diagnostic uses in all disease indications in humans and animals. Under the terms of the Georgetown Agreement, the Company paid a one-time only, upfront fee of $50 thousand and the Company may be required to make milestone payments of up to an aggregate of $800 thousand related to commercial sales of a product. The Company recorded the upfront payment as research and development expense in the consolidated statement of operations and comprehensive loss because the acquired technology represented in-process research and development and had no alternative future use. Under the Georgetown Agreement, the Company is solely responsible for all development and commercialization activities and costs in its respective territories. The Company is also responsible for all costs related to the filing, prosecution and maintenance of the licensed patent rights. The term of the Georgetown Agreement will continue until the expiration of the last valid claim within the patent rights covering the product. Georgetown may terminate the agreement in the event (i) the Company fails to pay any amount and fails to cure such failure within 30 days after receipt of notice, (ii) the Company defaults in its obligation to obtain and maintain insurance and fails to remedy such breach within 45 days after receipt of notice, or (iii) the Company declares insolvency or bankruptcy. The Company may terminate the Georgetown Agreement at any time upon at least 60 days’ written notice. During the twelve months ended December 31, 2020, 2019 and 2018, the Company did not incur any payment obligations to Georgetown under the Georgetown Agreement and no milestone payments were made or due under the Georgetown Agreement. Beth Israel Deaconess Medical Center Agreement In December 2016, the Company entered into a license agreement (the “BIDMC Agreement”) with Beth Israel Deaconess Medical Center (“BIDMC”), pursuant to which the Company obtained an exclusive, worldwide license to make, have made, use, sell, offer for sale and import products covered by patent rights co-owned by BIDMC. The rights licensed to the Company are for all fields of use. Under the terms of the BIDMC Agreement, the Company paid a one-time, upfront fee of $20 thousand and the Company is responsible for all future patent prosecution costs. The Company recorded the upfront payment as research and development expense in the consolidated statement of operations because the acquired technology represented in-process research and development and had no alternative future use. The term of the BIDMC Agreement will continue until the expiration of the last valid claim within the patent rights covering the licensed products. BIDMC may terminate the agreement in the event (i) the Company fails to pay any amount and fails to cure such failure within 15 days after receipt of notice, (ii) the Company is in material breach of any material provision of the BIDMC Agreement and fails to remedy such breach within 60 days after receipt of notice, or (iii) the Company declares insolvency or bankruptcy. The Company may terminate the BIDMC Agreement at any time upon at least 90 days’ written notice. The Company did not incur any payment obligations under the BIDMC Agreement during the twelve months ended December 31, 2020, 2019 and 2018. Dana Farber Cancer Institute Agreement In November 2020, the Company entered into a license agreement (the “DFCI Agreement”) with the Dana Farber Cancer Institute (“DFCI”) pursuant to which the Company obtained a non-exclusive, royalty-bearing license to use, make, have made, develop, market, import, distribute, sell and have sold products covered by patent rights owned by DFCI. Under the terms of the DFCI Agreement, the Company paid a one-time, upfront fee of $25 thousand and approximately $35 thousand for reimbursement of DFCI’s past patent expenses relating to the patent rights. The Company will pay 25% of DFCI’s ongoing patent prosecution expenses and an annual license maintenance fee of $10 thousand in each of the first three years, $40 thousand in each of the subsequent three years and $50 thousand every year after that until commercialization. The Company may be required to make milestone payments of up to an aggregate of approximately $32.0 million related to development, regulatory and commercial sales events. The Company recorded the upfront payment as research and development expense in the consolidated statement of operations and comprehensive loss because the acquired technology represented in-process research and development and had no alternative future use. The term of the DCFI Agreement will continue until the expiration of the last valid claim within the patent rights covering the product. DFCI may terminate the agreement if certain events occur. Research and Development Incentive Program The Company's wholly-owned subsidiary X4 Austria participates in a research and development incentive program provided by the Austrian government whereby the Company is entitled to reimbursement by the Austrian government for a percentage of qualifying research and development expenses incurred by X4 Austria. Under the program, the reimbursement rate for qualifying research and development expenses incurred by the Company through X4 Austria is 14% for the current year. X4 Austria also participated in a COVID-19 incentive program, which provides reimbursement for qualified capital spending during a defined time period. The Company recognizes incentive income from Austrian research and development incentives when qualifying expenses have been incurred, there is reasonable assurance that the payment will be received, and the consideration can be reliably measured. Management has assessed the Company’s research and development activities and expenditures to determine which activities and expenditures are likely to be eligible under the research and development incentive program described above. At each reporting date, management estimates the reimbursable incentive income available to the Company based on available information at the time. As of December 31, 2020, the amount due under these programs was $0.9 million, which is included in research and development incentive receivable on the consolidated balance sheet. During the year ended December 31, 2020, the Company recorded $494.0 thousand of income related to the program on the consolidated statement of operations and comprehensive loss within “other income”. Abbisko Agreement In July 2019, the Company entered into a license agreement with Abbisko (the “Abbisko Agreement”). Under the terms of the Abbisko Agreement, the Company granted Abbisko the exclusive right to develop, manufacture and commercialize mavorixafor in mainland China, Taiwan, Hong Kong and Macau, the (“Abbisko Territory”). The agreement provides Abbisko with the exclusive rights in the Abbisko Territory to develop and commercialize mavorixafor in combination with checkpoint inhibitors or other agents in multiple oncology indications. The Company retains the full rest-of-world rights to develop and commercialize mavorixafor outside of Greater China for all indications and the ability to utilize data generated pursuant to the Abbisko collaboration for rest-of-world development. Assuming mavorixafor is developed by Abbisko in six indications, the Company would be entitled to milestone payments of up to $208.0 million, which will vary based on the ultimate sales, if any, of the approved licensed products. In addition, upon commercialization of mavorixafor in the Abbisko Territory, the Company is eligible to receive a tiered royalty, with a percentage range in the low double-digits, on net sales of approved licensed products. Abbisko is obligated to use commercially reasonable efforts to develop and commercialize mavorixafor in the Abbisko Territory. Abbisko has responsibility for all activities and costs associated with the further development, manufacture and commercialization of mavorixafor in the Abbisko Territory. Following the closing of a qualified financing (as such term is defined in the Abbisko Agreement), Abbisko was required to pay the Company a one-time, non-refundable, non-creditable financial milestone payment of $3.0 million. Abbisko achieved such qualified financing in March 2020 and, as a result, the Company was eligible to receive the milestone payment, which was received by the Company in April 2020. The Company is also eligible to receive potential development and regulatory milestone payments, which vary based on the number of indications developed, and potential commercial milestone payments based on annual net sales of mavorixafor-based licensed products. Upon entering into the Abbisko Agreement, the Company evaluated the Abbisko Agreement under ASC 606 and determined the Abbisko Agreement contained a single performance obligation related to the exclusive license to develop and commercialize mavorixafor and the transfer of know-how that was satisfied at the inception of the arrangement. The transaction price related to the transfer of the license and know-how was fully constrained and the Company ascribed no transaction price to the development, regulatory and commercial milestones under the “most-likely amount” method. The Company concluded that any consideration related to the initial transfer of the license and know-how will be recognized when it is probable that Abbisko will achieve the related financial milestone and other operational milestones. Any consideration related to sales-based milestones (including royalties) will be recognized when the related sales occur as these amounts have been determined to relate predominantly to the license granted to Abbisko and therefore are recognized at the later of when the performance obligation is satisfied or the related sales occur. As a result of Abbisko’s achievement of the qualified financing, the Company reversed the constraint related to this milestone and recognized $3.0 million of license revenue during the year ended December 31, 2020. The Company determined that the future sale of clinical and commercial supply are optional goods that will be subject to the customer's future purchasing decisions and do not represent performance obligations in the Abbisko Agreement. The Company concluded that the amount to be charged for the clinical supply will be reflective of market value and, therefore, the Abbisko Agreement does not provide a discount on such supply that would be accounted for as material right at the outset of the contract. In arriving at these conclusions, the Company considered the complexity of the manufacturing process for the licensed compound and the potential ability for Abbisko to obtain the compound directly from other manufactures in the future. The Company expects that it will recognize revenue at a point in time when such clinical supply (and commercial supply, if applicable) is delivered to Abbisko in the future. The Company re-evaluates the transaction price, including its estimated variable consideration for milestones included in the transaction price and all constrained amounts, in each reporting period and as uncertain events are resolved or other changes in circumstances occur. |
Fair Value of Financial Assets
Fair Value of Financial Assets and Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Assets and Liabilities | FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy used to determine such fair values: Fair Value Measurements as of December 31, 2020 Using: (in thousands) Level 1 Level 2 Level 3 Total Assets: Cash equivalents—money market funds $ 16,816 $ 28,018 $ — $ 44,834 $ 16,816 $ 28,018 $ — $ 44,834 Liabilities: Embedded derivative liability $ — $ — $ 455 $ 455 $ — $ — $ 455 $ 455 Fair Value Measurements as of December 31, 2019 Using: (in thousands) Level 1 Level 2 Level 3 Total Assets: Cash equivalents—money market fund $ 23,638 $ 39,999 $ — $ 63,637 $ 23,638 $ 39,999 $ — $ 63,637 Liabilities: Embedded derivative liability $ — $ — $ 18 $ 18 $ — $ — $ 18 $ 18 The Company’s cash equivalents consisted of money market funds invested in U.S. Treasury securities. The money market funds were valued based on reported market pricing for the identical asset or by using inputs observable in active markets for similar securities, which represents a Level 2 measurement in the fair value hierarchy. The following table provides a roll-forward of the aggregate fair values of the Company’s warrant liability and derivative liability, for which fair values are determined using Level 3 inputs: (in thousands) Preferred Stock Warrant Liability Embedded Derivative Liability Balance as of December 31, 2018 $ 4,947 $ 201 Change in fair value 288 (183) Conversion of convertible preferred stock warrant into common stock warrant in connection with Merger (5,235) — Balance as of December 31, 2019 — 18 Change in fair value — 437 Balance at December 31, 2020 $ — $ 455 Valuation of Preferred Stock Warrant Liabilities— The preferred stock warrant liability in the table above consists of the fair values of warrants to purchase shares of convertible preferred stock that were issued prior to the Merger in March 2019 that was recorded at fair value on the dates the warrants were issued and exercisable and was subsequently remeasured to fair value at each reporting date through the closing of the Merger on March 13, 2019, at which point all preferred stock warrants were converted to warrants for Company’s common stock. As a result, the warrants were adjusted to fair value and reclassified to permanent equity. The aggregate fair value of the warrant liability was determined based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. Valuation of Embedded Derivative Liabilities— Derivative liabilities consist of: (1) The fair value of an embedded derivative in the Genzyme Agreement, which was initially recognized in 2015 in connection with the signing of the Genzyme Agreement, was determined based on significant inputs not observable in the market representing a Level 3 measurement within the fair value hierarchy. The fair value of this liability was estimated at each reporting date based, in part, on the results of third-party valuations, which were prepared using the option-pricing method or the hybrid method, each of which considered as inputs the type, timing and probability of occurrence of a change of control event, the potential amount of the payment under potential exit scenarios, the fair value per share of the underlying common stock and the risk-adjusted discount rate. As of December 31, 2018, the fair value of this derivative liability was $183.0 thousand. The Merger qualified as a change of control event, as defined in the Genzyme Agreement, but resulted in no payment being due to Genzyme under the Genzyme Agreement. As a result, on March 13, 2019, the closing date of the Merger with Arsanis, this derivative liability was remeasured to fair value, which was zero, and subsequent changes in fair value are no longer recognized in the consolidated statements of operations and comprehensive loss because the contingent payment obligation to Genzyme expired at that time. (2) The fair value of the embedded derivative liability recognized in connection with the Company’s loan agreement with Hercules (see Note 7), which is associated with additional fees due to Hercules upon events of default, was determined based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The fair value of this embedded derivative liability, which is reported within other non-current liabilities on the consolidated balance sheets, is estimated by the Company at each reporting date based, in part, on the results of third-party valuations, which were prepared based on a discounted cash flow model that considered the timing and probability of occurrence of a redemption upon an event of default, the potential amount of prepayment fees or contingent interest upon an event of default and the Company’s risk-adjusted discount rate of 14%. As of December 31, 2020 and December 31, 2019, the fair value of this derivative liability was $455.0 thousand and $18.0 thousand, respectively. |
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 Property and equipment, net consisted of the following: (in thousands) December 31, December 31, Leasehold improvements $ 228 $ 299 Furniture and fixtures 910 139 Computer equipment 47 37 Software 33 33 Lab equipment 293 159 1,511 667 Less: Accumulated depreciation and amortization (274) (264) $ 1,237 $ 403 |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2020 | |
Other Income and Expenses [Abstract] | |
Accrued Expenses | ACCRUED EXPENSES Accrued expenses consisted of the following (in thousands) December 31, December 31, Accrued employee compensation and benefits $ 3,756 $ 2,916 Accrued external research and development expenses 3,150 1,977 Accrued professional fees 627 1,347 Other 485 221 $ 8,018 $ 6,461 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | LONG-TERM DEBT Long-term debt consisted of the following: (in thousands) December 31, December 31, Principal amount of long-term debt $ 32,500 $ 20,000 Debt premium (discount), net of accretion 223 (317) Cumulative accrual of end of term payments 455 414 Long-term debt, including discount and accrued end of term payments $ 33,178 $ 20,097 SVB Loan Agreement — In October 2016, the Company entered into a loan and security agreement with Silicon Valley Bank ( the “SVB Loan Agreement”), which was terminated in October 2018 in connection with the Company entering into the Hercules Loan Agreement as defined below. The Company accounted for the termination of the SVB Loan Agreement as an extinguishment and recognized a loss of $229 thousand, which was calculated as the difference between the reacquisition price of the borrowings under the SVB Loan Agreement and the carrying value of the debt at the time of the extinguishment. The Company recognized aggregate interest expense under the SVB Loan Agreement of $484 thousand for the year ended December 31, 2018, reflecting an effective interest rate of approximately 11.8%. FFG Loan Agreements— Between September 2011 and March 2017, X4 Austria (formerly Arsanis GmbH) entered into a series of funding agreements with FFG, a quasi-government agency in Austria, that provided for loans and grants to fund qualifying research and development expenditures of X4 Austria on a project-by-project basis. During 2019, following its Merger with Arsanis, the Company recognized interest expense under the FFG agreement of $316 thousand. In September 2019, the Company repaid all amounts due under the FFG loans and recognized a loss on extinguishment of debt of $566 thousand, which was calculated as the difference between the reacquisition price of the borrowings under the FFG Loan Agreement and the carrying value of the debt at the time of the extinguishment. Hercules Loan Agreements Hercules Loan Agreement In October 2018, the Company entered into a loan agreement with Hercules the (“Hercules Loan Agreement”), which consisted of a term loan of up to $8.0 million and other available borrowings as well as warrants for the purchase of the Company’s series B convertible preferred stock. In December 2018, the Company borrowed an additional $2.0 million under the Hercules Loan Agreement, as amended by the first amendment. The Company recorded the aggregate initial fair value of the warrants of $132 thousand as a preferred stock warrant liability, with a corresponding amount recorded as a debt discount on the Company’s consolidated balance sheet. As of December 31, 2018, the fair value of the warrants were $282 thousand, and upon the closing of the Merger on March 13, 2019, the warrants were converted to warrants for common stock and are no longer adjusted to fair value. The Hercules Loan Agreement includes end-of-term payments of $795 thousand due upon maturity of the related tranches (currently January 2022), or upon prepayment of the loan. Amended and Restated Loan Agreement In June 2019, the Company refinanced the Hercules Loan Agreement, as amended, and entered into an Amended and Restated Loan and Security Agreement (the “Amended and Restated Loan Agreement”) with Hercules. The Amended and Restated Loan Agreement provided for aggregate maximum borrowings of $35.0 million, including $10.0 million of amounts previously outstanding, $10.0 million in new borrowings, an additional $5.0 million in available for borrowings and, subject to approval by Hercules. Borrowings under the Amended and Restated Loan Agreement bear interest at a variable rate equal to the greater of (i) 8.75% or (ii) 8.75% plus The Wall Street Journal prime rate minus 6.0%. In an event of default, as defined in the Amended and Restated Loan Agreement, and until such event is no longer continuing, the interest rate applicable to borrowings under the Amended and Restated Loan Agreement would be increased by 4.0%. First Amended Loan Agreement On March 13, 2020, the Company entered into a First Amendment to the Amended and Restated Loan Agreement dated June 27, 2019 (collectively, the “First Amended Loan Agreement”) with Hercules, which provides for aggregate maximum borrowings of up to $50.0 million. The First Amended Loan Agreement provides for (i) a term loan of $25.0 million, including the $20.0 million previously outstanding under the Amended and Restated Loan Agreement and an additional $5.0 million drawn at the closing of the First Amended Loan Agreement on March 13, 2020, (ii) subject to the achievement of certain performance milestones and other conditions, a right of the Company to request that Hercules make additional term loan advances in an aggregate amount of up to $7.5 million through June 30, 2021, (iii) subject to the achievement of certain performance milestones and conditions, a right of the Company to request that Hercules make additional term loan advances in an aggregate amount of up to $7.5 million through June 30, 2022 and (iv) subject to Hercules investment committee’s sole discretion, a right of the Company to request that Hercules make additional term loan advances in an aggregate amount of up to $10.0 million through December 31, 2022. Second Amended Loan Agreement On December 21, 2020, the Company entered into the Second Amendment to the Amended and Restated Loan Agreement dated June 27, 2019, as amended on March 13, 2020 (collectively the “Second Amended Loan Agreement”). The Second Amended Loan Agreement provides for (i) a term loan of $25.0 million, which amount was borrowed prior to December 21, 2020, (ii) an additional term loan advance of $7.5 million, which amount was borrowed on December 21, 2020, (iii) subject to the achievement of certain performance milestones and conditions, a right of the Company to request that Hercules make additional term loan advances in an aggregate amount of up to $7.5 million through June 30, 2022 and (iv) subject to Hercules’ investment committee’s sole discretion, a right of the Company to request additional term loan advances in an aggregate amount of up to $10.0 million through December 31, 2022. Additionally, the Second Amended Loan Agreement (i) extended the expiration of the period in which interest-only payments on borrowings are required from January 1, 2022 to January 1, 2023, (ii) extended the final maturity date on borrowings from July 1, 2023 to July 1, 2024 and (iii) provided for an additional end-of-term charge as noted below. Further, the Second Amendment modified the effective date of the minimum cash covenant applicable to the Company. Pursuant to the Second Amended Loan Agreement, effective as of the earlier of (a) certain specified events impacting the Company’s Phase III trial of mavorixafor for the treatment of WHIM syndrome and (b) January 1, 2022 (which date is extended if the Company meets certain financial milestones related to third party funding), the Company at all times thereafter must maintain cash in an account or accounts in which Hercules has a first priority security interest, in an aggregate amount greater than or equal to the greater of (i) $30.0 million or (ii) six multiplied by a metric based on prior months’ cash expenditures; provided, however, that from and after the Company’s achievement of certain performance milestones, the required level shall be reduced to the greater of (x) $20.0 million, or (y) three multiplied by the current cash expenditures metric; and provided further, that subject to the achievement of certain milestones, this covenant will be extinguished. Borrowings under the Second Amended Loan Agreement are repayable in monthly interest-only payments through January 1, 2023, and in equal monthly payments of principal and accrued interest from February 1, 2023 until the maturity date of the loan, which is July 1, 2024. At the Company’s option, the Company may prepay all, but not less than all, of the outstanding borrowings, subject to a prepayment premium of up to 2.0% of the principal amount outstanding as of the date of repayment. In addition, the Second Amended Loan Agreement provides for aggregate end-of-term charges of $2.9 million by the Company to Hercules in the amounts of $0.8 million, $1.3 million and $0.8 million on January 1, 2022, July 1, 2023 and July 1, 2024, respectively, which payments are accelerated upon the prepayment of the borrowings upon the Company’s election on upon default of the loan. Borrowings under the Second Amended Loan Agreement are collateralized by substantially all of the Company’s personal property and other assets except for the Company’s intellectual property (but including rights to payment and proceeds from the sale, licensing or disposition of the intellectual property). Under the Second Amended Loan Agreement, the Company has agreed to affirmative and negative covenants to which it will remain subject until maturity or repayment of the loan in full. The covenants include (a) maintaining a minimum cash amount as noted above and (b) restrictions on the Company’s ability to incur additional indebtedness, pay dividends, encumber its intellectual property, or engage in certain fundamental business transactions, such as mergers or acquisitions of other businesses. The Company recognized aggregate interest expense under its loan agreements with Hercules of $2.7 million, $1.8 million and $0.2 million during the years ended December 31, 2020, 2019, and 2018, respectively. Interest expense includes $0.5 million, $0.4 million and $0.1 million of non-cash interest expense related to the accretion of the debt discount and end-of-term payment for the years ended December 31, 2020, 2019 and 2018, respectively. The annual effective interest rate on the Second Amended Loan Agreement is 10.7%. There have been no principal payments due or paid to date under the Second Amended Loan Agreement. As of December 31, 2020, future principal payments and the final payment due under the Second Amended Loan Agreement were as follows (in thousands): Year Ending December 31 Total 2021 $ — 2022 — 2023 21,185 2024 11,315 Long-term debt $ 32,500 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Leases | LEASESEffective January 1, 2019, the Company adopted ASC 842 using the modified retrospective approach through a cumulative-effect adjustment and utilizing the effective date as its date of initial application, with prior periods unchanged and presented in accordance with the previous lease accounting guidance. Upon adoption, the Company recorded right-of-use assets of $2.0 million and lease liabilities of $2.5 million, of which $1.9 million was classified as non-current and $613 thousand as current. The difference between the value of the right-of-use assets and the lease liabilities related to $512 thousand of net deferred, accrued and prepaid rent that was reclassified against the right-of-use asset upon adoption of ASC 842 on January 1, 2019. The Company has lease agreements for its facilities in Boston Massachusetts, which is the Company’s global headquarters and Vienna, Austria, which is the Company’s research and development center. The Company also has an office lease in Waltham, Massachusetts, which it has sublet to a third party. There are no restrictions or financial covenants associated with any of the lease agreements. Cambridge Lease— In August 2017, the Company entered into a non-cancellable operating lease agreement for office space of approximately 13,000 square feet in Cambridge, Massachusetts (“Cambridge Lease”), which had an original expiration date of July 31, 2022. Base rent was approximately $832 thousand annually and the monthly rent expense was recognized on a straight-line basis over the term of the lease as the Company amortizes the associated operating lease right-of-use asset. The Company reached an agreement with the landlord on July 17, 2020 to terminate the lease effective September 30, 2020 in exchange for a fee. The Company accounted for the lease modification prospectively from the date of the termination through the new lease termination date of September 30, 2020, at which time the right-of-use asset and associated lease liabilities were retired from the consolidated balance sheet. The Company was required to maintain a letter of credit of $264 thousand, secured by restricted cash, for the benefit of the landlord through December 31, 2020. Waltham Lease— The Company leases approximately 6,000 square feet of office space in Waltham, Massachusetts (“Waltham Lease”). The Waltham Lease, as amended, commenced on January 1, 2019, and expires approximately 5 years from the commencement date. The base rent is approximately $263 thousand annually. In addition to the base rent, the Company is also responsible for its share of operating expenses, electricity and real estate taxes, which costs are not included in the determination of the leases’ right-of-use assets or lease liabilities. The Company is subleasing the space to a third party for the duration of the lease. The right-of-use asset is being amortized to rent expense over the 5 year term of the lease. Vienna Austria Leases— The Company has an operating lease, as amended, for approximately 400 square meters of laboratory and office space in Vienna, Austria, (the “2019 Vienna Lease”) which commenced on March 1, 2019 for a term of 2 years. The lease expired on February 28, 2021. The annual base rent was approximately $154 thousand. The Company classified this lease as a short-term lease as it was not reasonably certain that the Company would not terminate the lease within one year and, accordingly, the lease was not reflected as a right-of-use asset. In September 2020, X4 Austria entered into a new operating lease for approximately 1,200 square meters of laboratory and office space in Vienna, Austria (“Vienna Lease”), which commenced in February 2021 for a term of 7 years, replacing the 2019 Vienna Lease. The Company contributed approximately $675 thousand to building improvements in connection with the Vienna Lease. The annual base rent for the Vienna Lease, following a 6-month rent free period, will be approximately $300 thousand. The Company will record a right-of-use asset and associated lease liabilities upon the commencement of the Vienna Lease in the first quarter of 2021. Boston Lease — On November 11, 2019, the Company entered into a lease agreement for approximately 28,000 square feet of office space that was subsequently constructed in a building located in Boston, Massachusetts (the “Boston Lease”). The office space is the Company’s current headquarters, replacing the Cambridge Lease. Monthly rent payments under the Boston Lease commenced in May 2020. Base rental payments will be approximately $1.0 million annually, plus certain operating expenses. The term of the lease will continue until November 2026, unless earlier terminated in accordance with the terms of the lease. The Company has the right to sublease the premises, subject to landlord consent. The Company also has the right to renew the lease for an additional five years at the then prevailing effective market rental rate. The Company is required to maintain a $1.1 million security deposit in the form of a letter of credit, which is classified as restricted cash, for the benefit of the landlord. For the Boston lease, the Company participated in the construction of the office space and incurred construction costs to prepare the office space for its use, which have been partially reimbursed by the landlord. The Company has concluded that these construction costs generate and enhance the landlord’s assets, and, as such, unreimbursed construction costs incurred to prepare the office space for its use have been classified a part of the right-of-use asset. The commencement date for the Boston Lease was September 1, 2020 upon substantial completion of the landlord's asset. On the commencement date, the Company recognized a lease liability of $4.6 million reflecting the future rent payments for the term of the Boston Lease discounted at the Company’s collateralized borrowing rate, and a right-of-use asset of $8.0 million measured as the lease liability plus rent payments made and unreimbursed construction costs incurred prior to the commencement date. The Company began recognizing rent expense following the commencement date. As the Company’s leases do not provide an implicit rate, the Company estimated the incremental borrowing rate in calculating the present value of the lease payments. The Company utilizes its incremental borrowing rates, which are the rates incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. The components of lease expense for the year ended December 31, 2020 were as follows (dollars in thousands): For the Year Ended December 31, Lease Cost 2020 2019 Fixed operating lease cost $ 1,290 $ 827 Short-term lease costs 157 122 Total lease expense $ 1,447 $ 949 Other information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 3,820 $ 1,007 Leased assets obtained in exchange for new operating lease liabilities $ 5,090 $ 484 Weighted-average remaining lease term—operating leases 5.5 years 3.0 years Weighted-average discount rate—operating leases 11.2 % 9.0 % Sublease income $ 194 $ 14 Maturities of lease liabilities as of December 31, 2020 are as follows (in thousands): Maturity of lease liabilities Operating Leases 2021 $ 1,273 2022 1,301 2023 1,330 2024 1,094 2025 and thereafter 2,174 Total lease payments 7,172 Less: interest (1,902) Total operating lease liabilities as of December 31, 2020 $ 5,270 |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES The Company has agreements with clinical research organizations (“CROs”) pursuant to which the Company and the CROs are conducting clinical trials of mavorixafor for the treatment of WHIM syndrome, Waldenström’s and SCN. The Company may terminate these agreements by providing notice pursuant to the contractual provisions of such agreements and would incur early termination fees. The Company also has agreements with contract manufacturing organizations (“CMOs”) for the production of mavorixafor for use in clinical trials. Indemnification Agreements— In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its board of directors and its executive officers that will require the Company to, among other things, indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date, the Company has not incurred any material costs as a result of such indemnification obligations. The Company is not currently aware of any indemnification claims and has not accrued any liabilities related to such obligations in its consolidated financial statements as of December 31, 2020 or December 31, 2019. License Agreements— In February 2017, Arsanis entered into an option and license agreement with Adimab to obtain rights to certain RSV antibodies, which are being used in the “ASN500” program. The Company exercised this option for an up-front payment of $250 thousand. In July 2019, as further described in Note 15, the Company transferred the intellectual property related to the ASN500 program through an exclusive, worldwide license with a third party. The third party subsequently cancelled the sublicense agreement effective October 2020. The Company remains obligated to make payments to Adimab based on future clinical and regulatory milestones of up to approximately $25.0 million, as well as royalty payments on a product-by-product and country-by-country basis of a mid-single-digit percentage based on net sales of products based on certain RSV antibodies during the applicable term for such product in that country. Legal Proceedings— The Company is not a party to any litigation and does not have contingency reserves established for any litigation liabilities. At each reporting date, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company expenses as incurred the costs related to such legal proceedings. |
Preferred and Common Stock Warr
Preferred and Common Stock Warrants | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Preferred and Common Stock Warrants | PREFERRED AND COMMON STOCK WARRANTS Prior to the Merger, the Company issued warrants for the purchase of its preferred stock and had classified these preferred stock warrants as a liability on its consolidated balance sheet as the warrants were deemed to be freestanding financial instruments that may have required the Company to transfer assets upon exercise. The liability associated with each of these warrants was initially recorded at fair value upon the issuance date of each warrant and was subsequently remeasured to fair value as a component of other income (expense), net in the consolidated statement of operations and comprehensive loss. Upon the closing of the Merger, pursuant to the Merger Agreement, all of the outstanding X4 preferred stock was converted to common stock and the X4 preferred stock warrants converted to warrants for the purchase of common stock. The Company assessed the features of the warrants and determined that they qualified for classification as permanent equity upon the closing of the Merger. Accordingly, the Company remeasured the warrants to fair value upon the closing of the Merger, which was $5.2 million at March 13, 2019, with $288 thousand of expense recorded during the three months ended March 31, 2019. Upon the closing of the Merger, the warrant liability was reclassified to additional paid-in capital. In connection with its issuance of common stock in public offerings that closed on April 16, 2019 and November 29, 2019, the Company issued 3,900,000 Class A warrants, which are exercisable for shares of the Company's common stock, and 5,416,667 Class B warrants, which are exercisable for shares of the Company's common stock or prefunded warrants to purchase shares of the Company's common stock. The Class A warrants have an exercise price of $13.20 per warrant, expire on April 15, 2024 and were immediately exercisable upon issuance. The Class B warrants were immediately exercisable upon issuance, have an initial exercise price of $15.00 per warrant, which includes a down-round contingent price adjustment feature, and expire on a date that is the earlier of (a) the date that is 30 calendar days from the date on which the Company issues a press release announcing top-line data from its Phase 3 clinical trial of mavorixafor for the treatment of patients with WHIM syndrome (or, if such date is not a business day, the next business day) and (b) November 28, 2024. In addition, in connection with the April 16, 2019 and November 29, 2019 offerings, the Company issued 2,130,000 and 1,750,000 prefunded warrants, respectively, for proceeds of $10.999 and $11.999 per share, respectively. Each of the prefunded warrants is exercisable into one share of the Company's common stock, has a remaining exercise price of $0.001 per share and was immediately exercisable upon issuance. The following table provides a roll forward of outstanding warrants for the three year period ended December 31, 2020: Number of warrants Weighted Average Exercise Price Weighted Average Contractual Term (Years) Outstanding and exercisable warrants to purchase shares preferred stock as of 12/31/2018 5,146,400 $ — 4.2 Conversion of warrants to purchase preferred shares to warrants for the (4,657,350) Issuance of warrants for the purchase of common stock or prefunded warrants to purchase common stock 13,201,667 Exercised (33,846) Outstanding and exercisable as of December 31, 2019 13,656,871 $ 13.68 4.6 Expired (302,468) Outstanding and exercisable as of December 31, 2020 13,354,403 $ 13.52 3.7 As of December 31, 2020, the Company’s outstanding warrants to purchase shares of common stock consisted of the following: Issuance Date Number of Shares of Common Stock Issuable Exercise Price Expiration Date October 25, 2016 5,155 $ 19.78 October 24, 2026 December 28, 2017 115,916 $ 19.78 December 28, 2027 September 12, 2018 25,275 $ 19.78 September 12, 2021 September 12, 2018 20,220 $ 19.78 September 12, 2028 October 19, 2018 20,016 $ 19.78 October 19, 2028 March 13, 2019 5,000 $ 19.78 March 12, 2029 April 16, 2019 3,866,154 $ 13.20 April 15, 2024 April 16, 2019 2,130,000 $ 11.00 (a) n/a November 29, 2019 5,416,667 $ 15.00 November 28, 2024 November 29, 2019 1,750,000 $ 12.00 (b) n/a 13,354,403 (a) In April 2019, the Company received $10.999 per pre-funded warrant, or $23.4 million in aggregate proceeds. Each pre-funded warrant may be exercised for an additional $0.001 per pre-funded warrant. |
Common Stock, Redeemable Common
Common Stock, Redeemable Common Stock and Convertible Preferred Stock (converted to Common Stock) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
COMMON STOCK, REDEEMABLE COMMON STOCK AND PREFERRED STOCK | COMMON STOCK, REDEEMABLE COMMON STOCK AND PREFERRED STOCK Common Stock— On June 10, 2020, the Company's stockholders approved an amendment to the Company's Restated Certificate of Incorporation, as amended, to increase the number of the Company's authorized shares of common stock, par value $0.001 per shares, from 33,333,333 shares to 125,000,000 shares. As of December 31, 2020 and December 31, 2019, the Company’s Certificate of Incorporation, as amended and restated, authorized the Company to issue 125,000,000 shares and 33,333,333, shares, respectively, of $0.001 par value common stock. The voting, dividend and liquidation rights of the holders of the Company’s common stock are subject to and qualified by the rights, powers and preferences of the holders of the preferred stock. Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Common stockholders are entitled to receive dividends, as may be declared by the board of directors, if any. No cash dividends have been declared or paid to date. On April 12, 2019, the Company entered into an underwriting agreement with Cowen and Company, LLC and Stifel, Nicolaus & Company, Incorporated, as representatives of the several underwriters named therein pursuant to which it sold 5,670,000 shares of common stock and, in lieu of common stock, prefunded warrants to purchase 2,130,000 shares of common stock, and accompanying Class A warrants to purchase 3,900,000 shares of its common stock. The common stock was issued at a price to the public of $11.00 per share and accompanying Class A warrant and the prefunded warrants were issued at a price of $10.999 per prefunded warrant and accompanying Class A warrant. The Class A warrants have an exercise price of $13.20, will expire 5 years from the date of issuance, and are immediately exercisable with certain restrictions. The gross proceeds from the offering, which closed on April 16, 2019, were $85.8 million before deducting underwriting discounts and offering expenses. On November 26, 2019, the Company entered into an underwriting agreement with Cowen and Company, LLC and Stifel, Nicolaus & Company, Incorporated, as representatives of the several underwriters named therein pursuant to which it sold 3,666,667 shares of common stock and, in lieu of common stock, prefunded warrants to purchase 1,750,000 shares of common stock, and accompanying Class B warrants to purchase 5,416,667 shares of its common stock or prefunded warrants to purchase shares of common stock. The common stock was issued at a price to the public of $12.00 per share and accompanying Class B warrant and the prefunded warrants were issued at a price of $11.999 per prefunded warrant and accompanying Class B warrant. The Class B warrants have an exercise price of $15.00 per warrant, which includes a down-round contingent price adjustment feature; expire on a date that is the earlier of (a) the date that is 30 calendar days from the date on which the Company issues a press release announcing top-line data from its Phase 3 clinical trial of mavorixafor for the treatment of patients with WHIM syndrome (or, if such date is not a business day, the next business day) and (b) November 28, 2024; and were immediately exercisable upon issuance. The gross proceeds from the offering, which closed on November 29, 2019, were $65.0 million before deducting underwriting discounts and offering expenses. On August 7, 2020, the Company entered into a Controlled Equity Offering SM Sales Agreement (the “ATM Sales Agreement”) with B. Riley Securities, Inc., Cantor Fitzgerald & Co., and Stifel, Nicolaus & Company, Incorporated (collectively the “Sales Agents”), pursuant to which the Company may offer and sell, at the Company’s sole discretion through one or more of the Sales Agents, shares of its common stock having an aggregate offering price of up to $50.0 million. The Sales Agents may sell the common stock by any method deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, including, without limitation, sales made directly on the Nasdaq Capital Market or any other existing trading market for the Company's common stock. Any shares of common stock sold will be issued pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-242372). No shares of common stock were sold pursuant to the ATM Sales Agreement during year ended December 31, 2020. On October 14, 2020, the Company entered into a common stock purchase agreement (the “Aspire Purchase Agreement”) with Aspire Capital Fund, LLC, (“Aspire Capital”), which provides that, upon the terms and subject to the conditions and limitations set forth in the Aspire Purchase Agreement, Aspire Capital is committed to purchase up to an aggregate of $50.0 million of shares of the Company’s common stock at the Company’s request from time to time during the 36-month term of the Purchase Agreement. Concurrently with entry into the Aspire Purchase Agreement, the Company also entered into a registration rights agreement with Aspire Capital (the “Registration Rights Agreement”), pursuant to which the Company filed with the SEC a prospectus supplement to the Company’s shelf registration statement on Form S-3 (File No. 333-242372), registering the issuance and sale of common stock that the Company may offer to Aspire Capital from time to time under the Aspire Purchase Agreement. No shares of common stock were sold pursuant to the Aspire Purchase Agreement during year ended December 31, 2020. See Note 16 for a discussion of the sale of common shares closing subsequent to December 31, 2020. For each of the common stock offerings, the Company evaluated the Class A, Class B and prefunded warrants for liability or equity classification in accordance with the provisions of ASC 480, Distinguishing Liabilities from Equity , and ASC 815-40, Derivatives and Hedging , and determined that equity treatment was appropriate because neither the Class A, Class B or prefunded warrants meet the definition of a liability. Redeemable Common Stock— Pursuant to the requirements of the July 2014 license agreement with Genzyme (see Note 3), in August 2015, the Company issued to Genzyme for no additional consideration 107,371 shares of common stock, which had an aggregate fair value of $734 on the date of issuance. Genzyme had the right to require the Company to repurchase all, but not less than all, of these shares of common stock at any time during the term of the license agreement for a price of $0.001 per share. Because of this redemption feature, the shares of common stock issued to Genzyme were classified outside of stockholders’ deficit on the consolidated balance sheets. As a result of the Merger, these shares were exchanged for common stock. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | STOCK-BASED COMPENSATION Summary of Plans— Upon completion of the Merger on March 13, 2019, X4’s 2015 Employee, Director and Consultant Equity Incentive Plan, as amended (the “2015 Plan”), Arsanis’ 2017 Equity Incentive Plan (the “2017 Plan”) and Arsanis’ 2017 Employee Stock Purchase Plan (the “2017 ESPP”) were assumed by the Company. In June 2019, the Company adopted the 2019 Inducement Equity Incentive Plan (the “2019 Plan”). These plans are administered by the Board of Directors or by a committee thereof. The exercise prices, vesting and other restrictions are determined at the discretion of the Board of Directors, or its committee if so delegated, except that the exercise price per share of stock options may not be less than 100% of the fair market value of the share of common stock on the date of grant and the term of the stock option may not be greater than ten years. Incentive stock options granted to employees and restricted stock awards granted to employees, officers, members of the Board of Directors, advisors, and consultants of the Company typically vest over four years. Non-statutory options granted to employees, officers, members of the Board of Directors, advisors, and consultants of the Company typically vest over three 2015 Employee, Director and Consultant Equity Incentive Plan— In 2015, the Board of Directors and shareholders of X4 adopted the 2015 Plan, which provided for the Company to grant incentive stock options or nonqualified stock options, restricted stock awards and other stock-based awards to employees, directors and consultants of the Company. The total number of shares of common stock that may be issued under the 2015 Plan is 1.0 million shares. As of December 31, 2020, there were a de minimis number shares available for issuance under the 2015 Plan. 2017 Equity Incentive Plan— Under the 2017 Plan, the Company may grant incentive stock options, non-qualified options, stock appreciation rights, restricted stock awards, restricted stock units and other stock-based awards. On June 10, 2020, the Company's stockholders approved an amendment and restatement of the 2017 Plan. The amendments increased the number of shares of common stock reserved for issuance under the 2017 Plan by an additional 474 thousand shares and amended the “evergreen” provision of the 2017 Plan to provide for an automatic increase in the share reserve on the first day of each year, beginning on January 1, 2021 and ending on January 1, 2027, in an amount equal to the lower of 4.0% of the number of shares of the Company’s common stock outstanding on January 1 of each year or an amount determined by the Company’s Board of Directors. As of December 31, 2020, approximately 26 thousand shares were available for future issuance under the 2017 Plan. Pursuant to the evergreen provision of the 2017 Plan, as of January 1, 2021, an additional 652 thousand shares became available for future issuance under the 2017 Plan. 2017 Employee Stock Purchase Plan— The 2017 ESPP provides participating employees with the opportunity to purchase shares of the Company’s common stock at defined purchase prices over six-month offering periods. For the twelve months ended December 31, 2020, 26,643 shares of common stock were issued under the 2017 ESPP. As of December 31, 2020, approximately 144 thousand shares were available for future issuance under the 2017 ESPP. Pursuant to the evergreen provision of the 2017 ESPP, on January 1, 2021, an additional 85 thousand shares became available for future issuance under the 2017 ESPP. 2019 Inducement Equity Incentive Plan— On June 17, 2019, the Board of Directors approved the adoption of the 2019 Plan, which is used exclusively for the grant of equity awards to individuals who were not previously employees of the Company ( or following a bona fide period of non-employment), as an inducement material to such individual’s entering into employment with the Company, pursuant to Nasdaq Listing Rule 5635(c)(4). The total number of shares of common stock that may be issued under the 2019 Plan, as amended, is 800,000 shares. Shares that are expired, forfeited, canceled or otherwise terminated without having been fully exercised will be available for future grant under the 2019 Plan. In addition, shares of common stock that are tendered to the Company by a participant to exercise an award are added to the number of shares of common stock available for future grants. As of December 31, 2020, approximately 173 thousand shares were available for future issuance under the 2019 Plan. Stock Option Valuation— The following table presents, on a weighted average basis, the assumptions used in the Black-Scholes option-pricing model to determine the grant-date fair value of stock options granted: Year Ended 2020 2019 2018 Risk-free interest rate 0.6 % 2.0 % 2.8 % Expected term (in years) 6.01 5.99 5.94 Expected volatility 94.9 % 88.5 % 86.0 % Expected dividend yield 0 % 0 % 0 % Stock Options The following table summarizes the Company’s stock option activity for the twelve months ended December 31, 2020: Number of Shares Weighted Weighted Average Contractual Term (Years) Aggregate Intrinsic Outstanding as of December 31, 2019 1,297,029 $ 17.05 8.4 $ 1,286 Granted 864,616 8.06 Exercised (17,689) 7.25 Forfeited (269,442) 17.43 Outstanding as of December 31, 2020 1,874,514 $ 12.94 8.3 $ 7 Exercisable as of December 31, 2020 682,632 $ 17.42 7.0 $ — Vested and expected to vest as of December 31, 2020 1,404,246 $ 13.35 8.1 $ 4 The aggregate intrinsic value of options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock to the extent the stock option had a lower exercise price. The aggregate intrinsic value of stock options exercised during the twelve months ended December 31, 2020 and 2019 was $42 thousand and $363 thousand, respectively. The intrinsic value of options exercised during the years ended December 31, 2018 was not significant. The weighted average grant-date fair value per share of stock options granted during the years ended December 31, 2020, 2019 and 2018 was $6.12, $10.78, and $7.05, respectively. Restricted Stock Units— During the twelve months ended December 31, 2020, the Company granted 692,331 restricted stock units to employees at a weighted average grant date fair value of $9.34 per share. The restricted stock units granted were primarily performance-based restricted stock units, which vest in part upon on the Company’s achievement of operational milestones and over time thereafter for the subsequent two years as the employee continues to provide services to the Company. As of December 31, 2020, two out of the four performance criteria had been achieved. The Company believes that the achievement of the remaining operational milestones is probable and, accordingly, stock-based compensation expense has been recognized for the awards using the accelerated attribution model based on the fair value of the awards as of the date of grant and management’s best estimate of the date each operational milestone will be achieved. The Company updates its estimates related to the probability and timing of achievement of the operational milestones each period until the award either vests or is forfeited . These restricted stock units had a grant date fair value of $6.5 million, which will be recognized as stock-based compensation expense, net of estimated forfeitures, over the estimated vesting period. The following table summarizes the Company’s restricted stock activity for the twelve months ended December 31, 2020: Number of Shares Unvested at December 31, 2019 101,773 Granted 692,331 Vested (134,074) Forfeited (87,570) Unvested at December 31, 2020 572,460 Stock-Based Compensation— As of December 31, 2020, total unrecognized compensation expense related to unvested stock options and restricted stock units was $8.6 million, which is expected to be recognized over a weighted average period of 2.4 years. Stock-based compensation expense was classified in the consolidated statements of operations as follows: Year Ended 2020 2019 2018 Research and development expense $ 2,316 $ 909 $ 258 General and administrative expense 3,112 1,141 501 Total stock-based compensation $ 5,428 $ 2,050 $ 759 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES During the years ended December 31, 2020, 2019, and 2018, the Company recorded no income tax benefits for the net operating losses incurred and research and development credits generated due to the uncertainty of realizing a benefit from those items. Additionally during the year ended December 31, 2020, the Company recorded a tax provision of $0.1 million related to an uncertain tax position. The Company's losses before income taxes were generated in the United States and were partially offset by income before taxes in its Austrian subsidiary. Loss before the provision for income taxes for the years ended December 31, 2020, 2019 and 2018 consisted of the following: Year Ended December 31, (in thousands) 2020 2019 2018 United States $ (62,539) $ (52,314) $ (33,285) Foreign (Austria) 556 (493) — $ (61,983) $ (52,807) $ (33,285) A reconciliation of the U.S. federal statutory income tax rate to the Company's effective income tax rate is as follows: Year Ended December 31, 2020 2019 2018 U.S. federal statutory income tax rate (21.0) % (21.0) % (21.0) % State income taxes, net of federal benefit (5.9) (5.8) (6.2) Foreign rate differential — (0.1) — Research and development tax credits (1.1) (1.1) (3.7) Change in fair value of preferred stock warrant liability — 0.1 2.4 Other permanent differences 0.9 1.4 0.9 Change in deferred tax asset valuation allowance 27.2 26.8 27.8 Other 0.1 (0.3) (0.2) Effective income tax rate 0.2 % — % — % Net deferred tax assets as of December 31, 2020 and 2019 consisted of the following: December 31, (in thousands) 2020 2019 Net operating loss carryforwards $ 83,671 $ 65,487 Research and development tax credit carryforwards 4,616 3,654 Capitalized research and development expenses 2,193 2,626 Lease liabilities 1,440 765 Other 2,452 1,413 Total deferred tax assets 94,372 73,945 Valuation allowance (92,197) (73,410) Deferred tax assets, net of valuation allowance $ 2,175 $ 535 Right of use assets 2,175 535 Total deferred tax liabilities $ 2,175 $ 535 Total deferred tax assets, net $ — $ — As of December 31, 2020, the Company had U.S. federal and state net operating loss carryforwards of $242.6 million and $237.5 million, respectively, which may be available to offset future taxable income and begin to expire in 2031 and 2035, respectively. The Company has federal net operating losses $188.5 million, which do not expire, and $54.1 million of federal net operating losses generated prior to 2018 that will expire at various dates through 2037. In addition, as of December 31, 2020, the Company had foreign net operating loss carryforward of $70.8 million, which do not expire but are generally limited in their usage to an annual deduction equal to 75% of taxable income. As of December 31, 2020, the Company also had U.S. federal and state research and development tax credit carryforwards of $3.7 million and $0.9 million, respectively, which may be available to offset future tax liabilities and each begin to expire in 2032 and 2030, respectively. As of December 31, 2020, uncertain tax position reserves recorded were $0.2 million for U.S. federal and state research and development tax credits. Additionally, during the year ended December 31, 2020, the Company recorded an uncertain tax position of $0.1 million related to withholding taxes on a milestone payment received from a non-US customer. The following table summarizes the Company’s reserve for uncertain tax positions for the three years ended December 31, 2020: (in millions) Reserve for Uncertain Tax Position Balance as of December 31, 2018 $ — Acquisition of uncertain tax position reserves through Merger 0.2 Balance as of December 31, 2019 0.2 Increase in unrecognized tax benefit for tax positions taken during year 0.1 Balance as of December 31, 2020 $ 0.3 Utilization of the U.S. net operating loss carryforwards and research and development tax credit carryforwards may be subject to a substantial annual limitation under Section 382 of the Internal Revenue Code of 1986 due to ownership changes that have occurred previously or that could occur in the future. These ownership changes may limit the amount of carryforwards that can be utilized annually to offset future taxable income. In general, an ownership change, as defined by Section 382, results from transactions increasing the ownership of certain shareholders or public groups in the stock of a corporation by more than 50% over a three-year period. The Company has not conducted a study to assess whether a change of control has occurred or whether there have been multiple changes of control since inception due to the significant complexity and cost associated with such a study. If the Company has experienced a change of control, as defined by Section 382, at any time since inception, utilization of the U.S. net operating loss carryforwards or research and development tax credit carryforwards would be subject to an annual limitation under Section 382, which is determined by first multiplying the value of the Company’s stock at the time of the ownership change by the applicable long-term tax-exempt rate, and then could be subject to additional adjustments, as required. Any limitation may result in expiration of a portion of the net operating loss carryforwards or research and development tax credit carryforwards before utilization. Each period, the Company evaluates the positive and negative evidence bearing upon its ability to realize its federal, state and foreign deferred tax assets. Management has considered the Company’s history of cumulative net losses incurred since inception and its lack of commercialization of any products or generation of any revenue from product sales since inception and has concluded that it is more likely than not that the Company will not realize the benefits of its deferred tax assets. Accordingly, a full valuation allowance has been established against the deferred tax assets as of December 31, 2020, 2019 and 2018. Changes in the valuation allowance for deferred tax assets during the years ended December 31, 2020, 2019 and 2018 related primarily to the increases in net operating loss carryforwards and research and development tax credit carryforwards and were as follows: Year Ended December 31, (in thousands) 2020 2019 2018 Valuation allowance, beginning of year $ (73,410) $ (22,797) $ (13,546) Increases recorded to income tax provision (18,787) (14,485) (9,251) Acquisition of business — (36,128) — Valuation allowance, end of year $ (92,197) $ (73,410) $ (22,797) The Company’s U.S. federal and state income tax returns are generally subject to tax examinations for the tax years ended December 31, 2016 through December 31, 2020. There are currently no pending income tax examinations. 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 and state tax authorities to the extent utilized in a future period. The Company’s policy is to record interest and penalties related to income taxes as part of its income tax provision. |
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 attributable to common stockholders was calculated as follow: Year Ended (in thousands, except per share data) 2020 2019 2018 Numerator: Net loss $ (62,131) $ (52,807) $ (33,285) Accruing dividends on Series A convertible preferred stock — (592) (3,000) Adjustment to accumulated deficit in connection with repurchase of Series Seed convertible preferred stock — — (22) Net loss attributable to common stockholders $ (62,131) $ (53,399) $ (36,307) Denominator: Weighted average shares of common stock—basic and diluted 20,077 11,530 459 Net loss per share attributable to common stockholders— basic and diluted $ (3.09) $ (4.63) $ (79.15) The Company has included 107,371 shares of redeemable common stock in its computation of basic and diluted weighted average shares of common stock outstanding for the years ended December 31, 2019 and 2018 as this class of stock participates in losses similarly to other common stockholders. Basic and diluted weighted average shares of common stock outstanding for the years ended December 31, 2020 and 2019 also includes the weighted average effect of 2,130,000 and 1,750,000 prefunded warrants for the purchase of shares of common stock, which were issued in April 2019 and November 2019, respectively, and for which the remaining unfunded exercise price is less than $0.001 per share. The Company’s potentially dilutive securities included outstanding stock options, unvested restricted stock units and warrants to purchase shares of common stock for the years ended December 31, 2020 and 2019. Potentially dilutive securities also included warrants to purchase preferred stock for the year ended 2018. These potentially dilutive securities have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share, and thus they are considered “anti-dilutive.” Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The Company excluded the following potential shares of common stock, presented based on amounts outstanding at each period end and adjusted for the Exchange Ratio and Reverse Stock Split, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: Year Ended 2020 2019 2018 Options to purchase common stock 1,874,514 1,297,029 798,311 Convertible preferred stock (as converted to common stock) — — 3,808,894 Unvested restricted stock units 572,460 101,773 — Warrants to purchase common stock (excluding prefunded warrants, which are included in basic shares outstanding) 9,474,403 9,776,871 489,079 11,921,377 11,175,673 5,096,284 |
Loss on Transfer of Nonfinancia
Loss on Transfer of Nonfinancial Assets | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Loss on Transfer of Nonfinancial Assets | LOSS ON TRANSFER OF NONFINANCIAL ASSETS During the year ended December 31, 2019, the Company entered into contractual arrangements with two third parties that transferred the rights to develop and commercialize the programs underlying IPR&D intangible assets acquired in the Merger. As of December 31, 2019, all programs underlying IPR&D intangible assets acquired in the Merger were transferred to these third parties and the Company has no continuing involvement in any ongoing research and development activities associated with the programs. The Company concluded that these third parties are “non-customers” as the underlying development programs transferred to these third parties are focused on potential drug candidates that were not aligned with the Company's strategic focus and, therefore, are not an output of the Company's ordinary activities. Accordingly, the Company accounted for these transactions under ASC Topic 610-20, Gains and Losses from the Derecognition of Nonfinancial Assets |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS Securities Purchase Agreement On March 18, 2021, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with several institutional and accredited investors (the “Investors”) pursuant to which the Company agreed to issue and sell to the Investors in a private placement (the “Private Placement”) an aggregate of 6,271,836 shares of common stock and, to certain Investors, in lieu of common stock, pre-funded warrants (the “Pre-Funded Warrants”) to purchase an aggregate of 50,000 shares of common stock at a price of $8.70 per share of common stock (or $8.69 per Pre-Funded Warrant). The price per Pre-Funded Warrant represents the price of $8.70 per share sold in the Private Placement, minus the $0.01 per share exercise price of each such Pre-Funded Warrant. The Pre-Funded Warrants are exercisable, subject to certain beneficial ownership restrictions, at any time after their original issuance and will not expire. The Private Placement is expected to close on or about March 23, 2021 and the Company expects to receive gross proceeds of approximately $55.0 million, before deducting offering expenses payable by the Company. Option Agreement and Co-Development Agreement Also on March 18, 2021, the Company entered into an Option Agreement (the “Option Agreement”) with Abingworth Bioventures 8 LP (“Abingworth Bioventures 8”), which is one of the Investors party to the Securities Purchase Agreement. Pursuant to the Option Agreement, if the Company and a syndicate, of which Abingworth Bioventures 8 is a part, do not execute a definitive co-development agreement (as defined in the Option Agreement and described below) by May 15, 2021, Abingworth Bioventures 8 may, at its option, require the Company to repurchase the common shares Abingworth Bioventures 8 purchased in the Private Placement at the original purchase price of $8.70 per share. This option must be exercised, if at all, by June 15, 2021. The Company and Abingworth LLP (“Abingworth”), an affiliate of Abingworth Bioventures 8, are parties to a non-binding letter of intent pursuant to which the Company and Abingworth have expressed an intention to negotiate a co-development agreement (the “Co-Development Agreement”) that is expected to provide the Company with up to $65.0 million in funding from a syndicate of investors including Abingworth, in addition to the $2.0 million of common stock purchased by Abingworth Bioventures 8 in the Private Placement and an additional purchase of up to $5.5 million of the Company’s common stock on the same terms and conditions, including the purchase price per common share, as the Private Placement. The Company expects that, pursuant to the Co-Development Agreement, the Company will grant to Abingworth a security interest in substantially all of its assets and property, excluding its intellectual property, that will contain such other terms, conditions and covenants as are customary in similar financings. The granting of any security interest, or the sale or transfer of any rights, in the Company’s intellectual property would be subject to a negative covenant in favor of Abingworth. Contingent upon and commencing 120 days following regulatory approval of mavorixafor as a treatment for WHIM Syndrome in the United States or the European Union, the Company would be required to make annual repayments of amounts funded by the syndicate, with the total amount of repayments contingent upon the total amount of funding accepted by the Company under the Co-Development Agreement, if executed. The Co-Development Agreement has not been finalized and is still subject to material items of due diligence, term negotiation, and approval by the Company’s board of directors. There is no assurance that the Co-Development Agreement will be executed and the Company may not receive the $65.0 million in financing, in which case the Company may be required to repurchase the $2.0 million of common shares purchased by Abingworth Bioventures 8 in the Private Placement. Registration Rights Agreement Also on March 18, 2021, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the Investors, pursuant to which the Company agreed to register for resale the common stock and the issuance of the shares of common stock underlying the Pre-Funded Warrants held by the Investors by no later than June 30, 2021 (the “Filing Deadline”). The Company has agreed to use commercially reasonable efforts to cause such registration statement to become effective as soon as practicable and to keep such registration statement effective until the date common shares and the shares of common stock underlying the Pre-Funded Warrants covered by such registration statement have been sold or may be resold pursuant to Rule 144 without restriction. The Company is subject to liquidated damages payable to the Investors should the Company fail to comply with the terms of the Registration Rights Agreement. Class B Warrant Price Adjustment |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates— The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of expenses during the reporting period. Significant estimates and assumptions reflected in these consolidated financial statements include, but are |
Foreign Currency and Currency Translation | Foreign Currency and Currency Translation— The functional currency of the Company’s foreign subsidiary, X4 Austria, is the U.S. dollar but X4 Austria maintains its books and records in Euro. Monetary assets and liabilities are translated at current exchange rates as of the balance sheet date, non-monetary assets such as property and equipment and equity accounts are translated at historic rates and income and expenses are translated at the average exchanges rates for the period. Adjustments resulting from the translation of the consolidated financial statements of the Company’s foreign operations into U.S. dollars are included in the determination of net loss and are recorded in other expense, net. |
Concentrations of Credit Risk and Significant Suppliers | Concentrations of Credit Risk and Significant Suppliers— Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and research and development incentive receivables. The Company generally maintains cash balances in various operating accounts at financial institutions that management believes to be of high credit quality in amounts that may exceed federally insured limits. The Company has not experienced losses related to its cash and cash equivalents. The Company is dependent on third-party manufacturers to supply products for research and development activities in its programs. The Company relies and expects to continue to rely on a small number of manufacturers to supply it with its requirements for the active pharmaceutical ingredients and formulated drugs related to these programs. These programs could be adversely affected by a significant interruption in these manufacturing services or in the supply of active pharmaceutical ingredients and formulated drugs. |
Cash and Cash Equivalents | Cash and Cash Equivalents— The Company considers all highly liquid investments with maturities of three months or less at the date of purchase to be cash equivalents. Cash equivalents consisted of money market funds as of December 31, 2020 and 2019. |
Property and Equipment | Property and Equipment— Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization expense is recognized using the straight-line method over the estimated useful life of each asset, as follows: Estimated Useful Life Office furniture 3 to 7 years Computer equipment 3 years Laboratory equipment 3 to 10 years Leasehold improvements Shorter of lease term or 10 years Estimated useful lives are periodically assessed to determine if changes are appropriate. Maintenance and repairs are charged to expense as incurred. When assets are retired or otherwise disposed of, the cost of these assets and related accumulated depreciation or amortization are eliminated from the consolidated balance sheet and any resulting gains or losses are included in the consolidated statements of operations and comprehensive loss in the period of disposal. Costs for capital assets not yet placed into service are capitalized as construction-in-progress and depreciated once placed into service. |
Right-of-Use Assets and Leases | Right-of-Use Assets and Leases— Effective January 1, 2019, the Company adopted Accounting Standards Codification (“ASC”), Topic 842, Leases (“ASC 842”), using the modified retrospective approach through a cumulative-effect adjustment and utilizing the effective date as its date of initial application, with prior periods unchanged and presented in accordance with the guidance in Topic 840, Leases (“ASC 840”). At the inception of an arrangement, the Company determines whether the arrangement contains a lease based on the unique facts and circumstances present. Leases with a non-cancellable term greater than one year are recognized on the balance sheet as right-of-use assets with associated current and non-current lease liabilities. The Company has elected not to recognize on the balance sheet leases with terms of one year or less. Options to renew a lease are not included in the Company’s initial lease term assessment unless there is reasonable certainty that the Company will renew the lease. If a lease is cancellable without penalty, the Company excludes from the lease term periods following the cancellation notice period unless it is reasonably certain that the Company will not cancel the lease. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected remaining lease term. Certain adjustments to the right-of-use operating asset may be required for items such as incentives received or accrued rent. The interest rate implicit in lease contracts is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rates, which are the rates it incurs to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. The Company has referenced the effective rate of its Hercules borrowings, as adjusted for differences terms, to determine calculate its incremental borrowing rate for each of its operating leases. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets— Long-lived assets consist of property and equipment and operating lease right-of-use assets. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset group for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset group to its carrying value. An impairment loss would be recognized in loss from operations when estimated undiscounted future cash flows expected to result from the use of an asset group are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset group over its fair value. To date, the Company has not recorded any material impairment losses on long-lived assets. |
Goodwill | Goodwill— Business combinations are accounted for under the acquisition method. The total purchase price of an acquisition is allocated to the underlying identifiable net assets, based on their respective estimated fair values as of the acquisition date. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, probabilities of success, discount rates, and asset lives, among other items. Assets acquired and liabilities assumed are recorded at their estimated fair values. The excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Goodwill is tested quantitatively for impairment at the reporting unit level annually in the fourth quarter, or more frequently when events or changes in circumstances indicate that the asset might be impaired. Examples of such events or circumstances include, but are not limited to, a significant adverse change in legal or business climate, an adverse regulatory action or unanticipated competition. The Company has determined that it operates in a single operating segment and has a single reporting unit. To perform its quantitative test, the Company compares the fair value of the reporting unit to its carrying value. If the fair value of the reporting unit exceeds the carrying value of its net assets, goodwill is not impaired, and no further testing is required. If the fair value of the reporting unit is less than the carrying value, the Company measures the amount of impairment loss, if any, as the excess of the carrying value over the fair value of the reporting unit. The Company determined that goodwill was not impaired as of December 31, 2020 based on its quantitative test. |
Intangible Assets | Intangible Assets— In connection with the Merger, the Company acquired certain in-process research and development (“IPR&D”) assets, which were classified as indefinite-lived intangible assets. Acquired IPR&D represents the fair value assigned to research and development assets that the Company acquires and have not been completed at the acquisition date. The fair value of IPR&D acquired in a business combination is recorded on the Company’s consolidated balance sheets at the acquisition-date fair value and is determined by estimating the costs to develop the technology into commercially viable products, estimating the resulting revenue from the projects, and discounting the projected net cash flows to present value. IPR&D is not amortized, but rather is reviewed for impairment on an annual basis or more frequently if indicators of impairment are present, until the project is completed, abandoned or transferred to a third party. The projected discounted cash flow models used to estimate the Company’s IPR&D reflect significant assumptions regarding the estimates a market participant would make in order to evaluate a drug development asset, including the following: • Probability of successfully completing clinical trials and obtaining regulatory approval; • Market size, market growth projections, and market share; • Estimates of future cash flows from potential milestone payments and royalties related to out-licensed product sales; and • A discount rate reflecting the Company's weighted average cost of capital and specific risk inherent in the underlying assets . |
Fair Value Measurement | Fair Value Measurements— Certain assets and liabilities of the Company are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3—Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. |
Segment Information | Segment Information— The Company manages its operations as a single operating segment for the purposes of assessing performance and making operating decisions. The Company’s focus is on the research, development and commercialization of novel therapeutics for the treatment of rare diseases. |
Revenue Recognition | Revenue Recognition— Effective January 1, 2018, the Company adopted ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), as amended, using the modified retrospective transition method. The modified retrospective method requires that the cumulative effect of initially applying ASC 606 be recognized as an adjustment to the opening balance of retained earnings or accumulated deficit of the annual period that includes the date of initial application. The Company had no arrangements that were in the scope of ASC 606 on January 1, 2018 and thus there was no impact to the consolidated financial statements as a result of the adoption. This standard applies to all contracts with customers, except for contracts that are within the scope of other standards, such as collaboration arrangements and leases. The Company’s revenues are generated primarily through research, development and commercialization agreements. The terms of these agreements may contain multiple promised goods and services, which may include (i) licenses, or options to obtain licenses, to the Company’s technology, and (ii) in certain cases, services in connection with the manufacturing of preclinical and clinical materials. Payments to the Company under these arrangements typically include one or more of the following: non-refundable, upfront license fees; option exercise fees; milestone payments; payments for clinical and commercial product supply, and royalties on future product sales. To date, the Company’s license agreement with Abbisko Therapeutics Co., Ltd. (“Abbisko”) represents its only revenue-generating agreement. The Company analyzes its arrangements to assess whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards dependent on the commercial success of such activities and are therefore within the scope of ASC Topic 808, Collaborative Arrangements (“ASC 808”). This assessment is performed throughout the life of the arrangement based on changes in the responsibilities of all parties in the arrangement. For collaboration arrangements that are deemed to be within the scope of ASC 808, the Company first determines which elements of the collaboration are deemed to be within the scope of ASC 808 and those that are more reflective of a vendor-customer relationship and, therefore, within the scope of ASC 606. The Company’s policy is generally to recognize amounts received from collaborators in connection with joint operating activities that are within the scope of ASC 808 as a reduction in research and development expense. To date, there have been no transactions within the scope of ASC 808. Under ASC 606, the Company recognizes revenue when its customers obtain control of promised goods or services, in an amount that reflects the consideration which the Company determines it expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: (1) identify the contract(s) with a customer; (2) identify the performance obligation(s) in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligation(s) in the contract; and (5) recognize revenue when (or as) the Company satisfies its performance obligation(s). As part of the accounting for these arrangements, the Company must make significant judgments, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and; allocating the transaction price to each performance obligation. Once a contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within the contract and determines those that are performance obligations. Arrangements that include rights to additional goods or services that are exercisable at a customer’s discretion are generally considered options. The Company assesses if these options provide a material right to the customer and if so, they are considered performance obligations. The Company assesses whether each promised good or service is distinct for the purpose of identifying the performance obligations in the contract. This assessment involves subjective determinations and requires management to make judgments about the individual promised goods or services and whether such are separable from the other aspects of the contractual relationship. Promised goods and services are considered distinct provided that: i. the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (that is, the good or service is capable of being distinct) and ii. the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (that is, the promise to transfer the good or service is distinct within the context of the contract). In assessing whether a promised good or service is distinct, the Company considers factors such as the research, manufacturing and commercialization capabilities of the customer and the availability of the associated expertise in the general marketplace. The Company also considers the intended benefit of the contract in assessing whether a promised good or service is separately identifiable from other promises in the contract. If a promised good or service is not distinct, an entity is required to combine that good or service with other promised goods or services until it identifies a bundle of goods or services that is distinct. The transaction price is then determined and allocated to the identified performance obligations in proportion to their standalone selling prices (“SSP”) on a relative SSP basis. SSP is determined at contract inception and is not updated to reflect changes between contract inception and when the performance obligations are satisfied. Determining the SSP for performance obligations requires significant judgment. In developing the SSP for a performance obligation, the Company considers applicable market conditions and relevant entity-specific factors, including factors that were contemplated in negotiating the agreement with the customer and estimated costs. The Company validates the SSP for performance obligations by evaluating whether changes in the key assumptions used to determine the SSP will have a significant effect on the allocation of arrangement consideration between multiple performance obligations. If the consideration promised in a contract includes a variable amount, the Company estimates the amount of consideration to which it will be entitled in exchange for transferring the promised goods or services to a customer. The Company determines the amount of variable consideration by using either the expected value method or the most-likely-amount method. The Company includes the unconstrained amount of estimated variable consideration in the transaction price. The amount included in the transaction price reflects the amount for which it is probable that a significant reversal of cumulative revenue recognized will not occur. At the end of each subsequent reporting period, the Company re-evaluates the estimated variable consideration included in the transaction price and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis in the period of adjustment. In determining the transaction price, the Company adjusts consideration for the effects of the time value of money if the timing of payments provides the Company with a significant benefit of financing. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the licensees and the transfer of the promised goods or services to the licensees will be one year or less. The Company assesses each of its revenue generating arrangements in order to determine whether a significant financing component exists and concluded that a significant financing component does not exist in any of its arrangements. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) each performance obligation is satisfied at a point in time or over time, and if over time based on the use of an output or input method. At the inception of each arrangement that includes non-refundable payments for contingent milestones, including preclinical research and development, clinical development and regulatory, the Company evaluates whether the milestones are considered probable of being achieved and estimates the amount to be included in the transaction price using the most-likely-amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the control of the Company or the licensee, such as regulatory approvals, are not considered probable of being achieved until those approvals are received. At the end of each reporting period, the Company re-evaluates the probability of the achievement of contingent milestones and the likelihood of a significant reversal of such milestone revenue, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect licensing revenue in the period of adjustment. This quarterly assessment may result in the recognition of revenue related to a contingent milestone payment before the milestone event has been achieved. |
Research and Development Programs | Research and Development Programs— Proceeds under the research and development incentive program from the Austrian government are recognized as other income in an amount equal to the qualifying expenses incurred in each period multiplied by the applicable reimbursement percentage. Incentive income recognized upon incurring qualifying expenses in advance of receipt of proceeds from research and development incentives is recorded in the consolidated balance sheet as research and development incentive receivable. |
Research and Development Cost | Research and Development Costs— Costs associated with internal research and development and external research and development services, including drug development and preclinical studies, are expensed as incurred. Research and development expenses include costs for salaries, employee benefits, subcontractors, facility-related expenses, depreciation and amortization, stock-based compensation, third-party license fees, laboratory supplies, and external costs of outside vendors engaged to conduct discovery, preclinical and clinical development activities and clinical trials as well as to manufacture clinical trial materials, and other costs. The Company recognizes external research and development costs based on an evaluation of the progress to completion of specific tasks using information provided to the Company by its service providers. |
Patent Cost | Patent Costs— All patent-related costs incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred are classified as general and administrative expenses. |
Debt Issuance Costs | Debt Issuance Costs— Debt issuance costs consist of payments made to secure commitments under certain debt financing arrangements. These amounts are recognized as interest expense over the period of the financing arrangement using the effective interest method. If the financing arrangement is canceled or forfeited, or if the utility of the arrangement to the Company is otherwise compromised, these costs are recognized as interest expense immediately. The Company’s consolidated financial statements present debt issuance costs related to a recognized debt liability as a direct reduction from the carrying amount of that debt liability. |
Stock-Based Compensation | Stock-Based Compensation— The Company measures all stock-based awards granted to employees, nonemployees and directors based on the fair value on the date of the grant and recognizes compensation expense for those awards, net of estimated forfeitures, over the requisite service period, which is generally the vesting period of the respective award. The Company issues stock-based awards with service-based vesting conditions and records the expense for these awards using the straight-line method. The Company has also issued stock-based awards with performance-based vesting conditions that vest in part upon the Company’s achievement of operational milestones and over time thereafter for the subsequent two years as the employee continues to provide services. The Company assesses the probability of achievement of these operational milestones and recognizes stock-based compensation for these awards using the accelerated attribution model based on the fair value of the awards as of the date of grant and its best estimate of the date each operational milestone will be achieved. The Company classifies stock-based compensation expense in its consolidated statements of operations and comprehensive loss in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified. The Company recognizes compensation expense for only the portion of awards that are expected to vest. In developing a forfeiture rate estimate, the Company has considered its historical experience to estimate pre-vesting forfeitures for service-based awards. The impact of a forfeiture rate adjustment is recognized in full in the period of adjustment, and if the actual forfeiture rate is materially different from the Company’s estimate, the Company may be required to record adjustments to stock-based compensation expense in future periods. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. Prior to March 13, 2019, the Company had been a private company and lacked company-specific historical and implied volatility information for its common stock. Therefore, the Company estimates its expected common stock price volatility based on the historical volatility of publicly traded peer companies and expects to continue to do so until it has adequate historical data regarding the volatility of its own traded stock price. The expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The expected term of stock options granted to non-employee consultants is equal to the contractual term of the option award. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield considers the fact that the Company has never paid cash dividends on common stock and does not expect to pay any cash dividends in the foreseeable future. |
Derivative Liabilities | Derivative Liabilities: Hercules Loan Redemption Feature— The Company’s loan agreement with Hercules (see Note 7) contains a redemption feature that, upon an event of default, provides Hercules the option to accelerate and demand repayment of the debt, including a prepayment premium, or, at its election, charge additional contingent interest fees on any overdue interest or principal payments. The redemption feature meets the definition of a derivative instrument as the repayment of the debt contains a substantial premium, resulting in the redemption feature not being clearly and closely related to its host instrument. Accordingly, the Company classifies this derivative as a liability within other liabilities (non-current) on its consolidated balance sheets. The derivative liability was initially recorded at fair value on the date of the Hercules Loan Agreement and is subsequently remeasured to fair value at each reporting date. Changes in the fair value of this derivative liability, which is included in other liabilities, are recognized as a component of other income (expense), net in the consolidated statement of operations and comprehensive loss. Changes in the fair value of this derivative liability will continue to be recognized until all amounts outstanding under the Hercules Loan Agreement are repaid or until the Hercules Loan Agreement is terminated. |
Comprehensive Loss | Comprehensive Loss— For the year ended December 31, 2020, all foreign currency remeasurement gains and losses were included in net loss as the Company has deemed the functional currency of its foreign subsidiary to be the U.S. Dollar. Comprehensive loss includes net loss as well as foreign currency translation adjustments of |
Income Taxes | Income Taxes— The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The Company accounts for uncertainty in income taxes recognized in the consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the consolidated financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties. |
Net Loss per Share | Net Loss per Share— For periods prior to the Merger with Arsanis on March 13, 2019, the Company followed the two-class method when computing net loss per share as the Company had issued shares that met the definition of participating securities. The two-class method determines net loss per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. Basic shares outstanding includes the weighted average effect of the Company’s outstanding prefunded warrants, the exercise of which requires little or no consideration for the delivery of shares of common stock. Diluted net loss attributable to common stockholders is computed by adjusting net loss attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net loss per share attributable to common stockholders is computed by dividing the diluted net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period, including potential dilutive shares of common stock. For purpose of this calculation, outstanding stock options, convertible preferred stock and warrants to purchase shares of convertible preferred stock or common stock are considered potential dilutive shares of common stock. The Company’s convertible preferred stock contractually entitled the holders of such shares to participate in dividends but did not contractually require the holders of such shares to participate in losses of the Company. Accordingly, in periods in which the Company reports a net loss attributable to common stockholders, such losses are not allocated to such participating securities. In periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, since dilutive shares of common stock are not assumed to have been issued if their effect is anti-dilutive. The Company reported a net loss attributable to common stockholders for the years ended December 31, 2020, 2019 and 2018. |
Recently Adopted and Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), as amended. ASU 2016-13 requires that financial assets measured at amortized cost, such as trade receivables, be presented net of expected credit losses, which may be estimated based on relevant information such as historical experience, current conditions, and future expectation for each pool of similar financial asset. The new guidance requires enhanced disclosures related to trade receivables and associated credit losses. In accordance with ASU 2019-10, Financial Instruments-Credit Losses (Topic 326), Derivative and Hedging (Topic 815), and Leases (Topic 842)- Effective Dates, as the Company meets the definition of a “smaller reporting company”, the Company has elected to defer the adoption of ASU 2016-13 until January 1, 2023. The Company expects that the adoption of ASU 2016-13 may accelerate the timing and could increase the level of credit loss expense in the consolidated statement of operations and will likely require an increased level of disclosure in the notes to the consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). ASU 2020-06 was issued to reduce the complexity of accounting for financial instruments having characteristics of both debt and equity. For example, the new standard modifies the scope exception to derivative accounting under ASC 815-40, Derivatives and Hedging---Contracts in an Entity’s Own Equity |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Restricted Cash | Restricted Cash— (in thousands) As of December 31, 2020 As of December 31, 2019 Letter of credit security: Cambridge lease $ 264 $ 264 Letter of credit security: Waltham lease 250 250 Letter of credit security: Vienna Austria lease 336 94 Letter of credit security: Boston lease 1,144 1,144 Corporate credit card collateral — 150 Total restricted cash $ 1,994 $ 1,902 Restricted cash included in prepaid expenses and other current assets $ 264 $ — Restricted cash included in other assets $ 1,730 $ 1,902 |
Schedule of Reconciliation of Cash, Cash Equivalents and Restricted Cash to Cash Flows | The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets to the sum to the total of amounts shown in the Company’s consolidated statements of cash flows as of December 31, 2020, 2019 and 2018: (in thousands) December 31, December 31, 2019 December 31, December 31, 2017 Cash and cash equivalents $ 78,708 $ 126,184 $ 8,134 $ 26,684 Restricted cash, current (included within prepaid expenses and other current assets) 264 — — — Restricted cash, non-current (included within other assets) 1,730 1,902 364 364 Total cash, cash equivalents and restricted cash $ 80,702 $ 128,086 $ 8,498 $ 27,048 |
Property and Equipment Useful Life | Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization expense is recognized using the straight-line method over the estimated useful life of each asset, as follows: Estimated Useful Life Office furniture 3 to 7 years Computer equipment 3 years Laboratory equipment 3 to 10 years Leasehold improvements Shorter of lease term or 10 years |
Fair Value of Financial Asset_2
Fair Value of Financial Assets and Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets Measured on Recurring Basis | The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy used to determine such fair values: Fair Value Measurements as of December 31, 2020 Using: (in thousands) Level 1 Level 2 Level 3 Total Assets: Cash equivalents—money market funds $ 16,816 $ 28,018 $ — $ 44,834 $ 16,816 $ 28,018 $ — $ 44,834 Liabilities: Embedded derivative liability $ — $ — $ 455 $ 455 $ — $ — $ 455 $ 455 Fair Value Measurements as of December 31, 2019 Using: (in thousands) Level 1 Level 2 Level 3 Total Assets: Cash equivalents—money market fund $ 23,638 $ 39,999 $ — $ 63,637 $ 23,638 $ 39,999 $ — $ 63,637 Liabilities: Embedded derivative liability $ — $ — $ 18 $ 18 $ — $ — $ 18 $ 18 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table provides a roll-forward of the aggregate fair values of the Company’s warrant liability and derivative liability, for which fair values are determined using Level 3 inputs: (in thousands) Preferred Stock Warrant Liability Embedded Derivative Liability Balance as of December 31, 2018 $ 4,947 $ 201 Change in fair value 288 (183) Conversion of convertible preferred stock warrant into common stock warrant in connection with Merger (5,235) — Balance as of December 31, 2019 — 18 Change in fair value — 437 Balance at December 31, 2020 $ — $ 455 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property and equipment, net consisted of the following: (in thousands) December 31, December 31, Leasehold improvements $ 228 $ 299 Furniture and fixtures 910 139 Computer equipment 47 37 Software 33 33 Lab equipment 293 159 1,511 667 Less: Accumulated depreciation and amortization (274) (264) $ 1,237 $ 403 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Other Income and Expenses [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following (in thousands) December 31, December 31, Accrued employee compensation and benefits $ 3,756 $ 2,916 Accrued external research and development expenses 3,150 1,977 Accrued professional fees 627 1,347 Other 485 221 $ 8,018 $ 6,461 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Long-term debt consisted of the following: (in thousands) December 31, December 31, Principal amount of long-term debt $ 32,500 $ 20,000 Debt premium (discount), net of accretion 223 (317) Cumulative accrual of end of term payments 455 414 Long-term debt, including discount and accrued end of term payments $ 33,178 $ 20,097 |
Schedule of Maturities of Long-term Debt | As of December 31, 2020, future principal payments and the final payment due under the Second Amended Loan Agreement were as follows (in thousands): Year Ending December 31 Total 2021 $ — 2022 — 2023 21,185 2024 11,315 Long-term debt $ 32,500 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Lease, Cost | The components of lease expense for the year ended December 31, 2020 were as follows (dollars in thousands): For the Year Ended December 31, Lease Cost 2020 2019 Fixed operating lease cost $ 1,290 $ 827 Short-term lease costs 157 122 Total lease expense $ 1,447 $ 949 Other information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 3,820 $ 1,007 Leased assets obtained in exchange for new operating lease liabilities $ 5,090 $ 484 Weighted-average remaining lease term—operating leases 5.5 years 3.0 years Weighted-average discount rate—operating leases 11.2 % 9.0 % Sublease income $ 194 $ 14 |
Lessee, Operating Lease, Liability, Maturity | Maturities of lease liabilities as of December 31, 2020 are as follows (in thousands): Maturity of lease liabilities Operating Leases 2021 $ 1,273 2022 1,301 2023 1,330 2024 1,094 2025 and thereafter 2,174 Total lease payments 7,172 Less: interest (1,902) Total operating lease liabilities as of December 31, 2020 $ 5,270 |
Preferred and Common Stock Wa_2
Preferred and Common Stock Warrants (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Outstanding Warrants Table | The following table provides a roll forward of outstanding warrants for the three year period ended December 31, 2020: Number of warrants Weighted Average Exercise Price Weighted Average Contractual Term (Years) Outstanding and exercisable warrants to purchase shares preferred stock as of 12/31/2018 5,146,400 $ — 4.2 Conversion of warrants to purchase preferred shares to warrants for the (4,657,350) Issuance of warrants for the purchase of common stock or prefunded warrants to purchase common stock 13,201,667 Exercised (33,846) Outstanding and exercisable as of December 31, 2019 13,656,871 $ 13.68 4.6 Expired (302,468) Outstanding and exercisable as of December 31, 2020 13,354,403 $ 13.52 3.7 |
Schedule of Stockholders' Equity Note, Warrants or Rights | As of December 31, 2020, the Company’s outstanding warrants to purchase shares of common stock consisted of the following: Issuance Date Number of Shares of Common Stock Issuable Exercise Price Expiration Date October 25, 2016 5,155 $ 19.78 October 24, 2026 December 28, 2017 115,916 $ 19.78 December 28, 2027 September 12, 2018 25,275 $ 19.78 September 12, 2021 September 12, 2018 20,220 $ 19.78 September 12, 2028 October 19, 2018 20,016 $ 19.78 October 19, 2028 March 13, 2019 5,000 $ 19.78 March 12, 2029 April 16, 2019 3,866,154 $ 13.20 April 15, 2024 April 16, 2019 2,130,000 $ 11.00 (a) n/a November 29, 2019 5,416,667 $ 15.00 November 28, 2024 November 29, 2019 1,750,000 $ 12.00 (b) n/a 13,354,403 (a) In April 2019, the Company received $10.999 per pre-funded warrant, or $23.4 million in aggregate proceeds. Each pre-funded warrant may be exercised for an additional $0.001 per pre-funded warrant. |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock Option Valuation | The following table presents, on a weighted average basis, the assumptions used in the Black-Scholes option-pricing model to determine the grant-date fair value of stock options granted: Year Ended 2020 2019 2018 Risk-free interest rate 0.6 % 2.0 % 2.8 % Expected term (in years) 6.01 5.99 5.94 Expected volatility 94.9 % 88.5 % 86.0 % Expected dividend yield 0 % 0 % 0 % |
Summary of Stock Option Activity | The following table summarizes the Company’s stock option activity for the twelve months ended December 31, 2020: Number of Shares Weighted Weighted Average Contractual Term (Years) Aggregate Intrinsic Outstanding as of December 31, 2019 1,297,029 $ 17.05 8.4 $ 1,286 Granted 864,616 8.06 Exercised (17,689) 7.25 Forfeited (269,442) 17.43 Outstanding as of December 31, 2020 1,874,514 $ 12.94 8.3 $ 7 Exercisable as of December 31, 2020 682,632 $ 17.42 7.0 $ — Vested and expected to vest as of December 31, 2020 1,404,246 $ 13.35 8.1 $ 4 |
Share-based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity | The following table summarizes the Company’s restricted stock activity for the twelve months ended December 31, 2020: Number of Shares Unvested at December 31, 2019 101,773 Granted 692,331 Vested (134,074) Forfeited (87,570) Unvested at December 31, 2020 572,460 |
Summary of Stock-Based Compensation Expense Classification | Stock-based compensation expense was classified in the consolidated statements of operations as follows: Year Ended 2020 2019 2018 Research and development expense $ 2,316 $ 909 $ 258 General and administrative expense 3,112 1,141 501 Total stock-based compensation $ 5,428 $ 2,050 $ 759 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | Loss before the provision for income taxes for the years ended December 31, 2020, 2019 and 2018 consisted of the following: Year Ended December 31, (in thousands) 2020 2019 2018 United States $ (62,539) $ (52,314) $ (33,285) Foreign (Austria) 556 (493) — $ (61,983) $ (52,807) $ (33,285) |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the U.S. federal statutory income tax rate to the Company's effective income tax rate is as follows: Year Ended December 31, 2020 2019 2018 U.S. federal statutory income tax rate (21.0) % (21.0) % (21.0) % State income taxes, net of federal benefit (5.9) (5.8) (6.2) Foreign rate differential — (0.1) — Research and development tax credits (1.1) (1.1) (3.7) Change in fair value of preferred stock warrant liability — 0.1 2.4 Other permanent differences 0.9 1.4 0.9 Change in deferred tax asset valuation allowance 27.2 26.8 27.8 Other 0.1 (0.3) (0.2) Effective income tax rate 0.2 % — % — % |
Schedule of Deferred Tax Assets and Liabilities | Net deferred tax assets as of December 31, 2020 and 2019 consisted of the following: December 31, (in thousands) 2020 2019 Net operating loss carryforwards $ 83,671 $ 65,487 Research and development tax credit carryforwards 4,616 3,654 Capitalized research and development expenses 2,193 2,626 Lease liabilities 1,440 765 Other 2,452 1,413 Total deferred tax assets 94,372 73,945 Valuation allowance (92,197) (73,410) Deferred tax assets, net of valuation allowance $ 2,175 $ 535 Right of use assets 2,175 535 Total deferred tax liabilities $ 2,175 $ 535 Total deferred tax assets, net $ — $ — |
Summary of Valuation Allowance | Changes in the valuation allowance for deferred tax assets during the years ended December 31, 2020, 2019 and 2018 related primarily to the increases in net operating loss carryforwards and research and development tax credit carryforwards and were as follows: Year Ended December 31, (in thousands) 2020 2019 2018 Valuation allowance, beginning of year $ (73,410) $ (22,797) $ (13,546) Increases recorded to income tax provision (18,787) (14,485) (9,251) Acquisition of business — (36,128) — Valuation allowance, end of year $ (92,197) $ (73,410) $ (22,797) |
Schedule of Unrecognized Tax Benefits Roll Forward | The following table summarizes the Company’s reserve for uncertain tax positions for the three years ended December 31, 2020: (in millions) Reserve for Uncertain Tax Position Balance as of December 31, 2018 $ — Acquisition of uncertain tax position reserves through Merger 0.2 Balance as of December 31, 2019 0.2 Increase in unrecognized tax benefit for tax positions taken during year 0.1 Balance as of December 31, 2020 $ 0.3 |
Net Loss per Share (Tables)
Net Loss per Share (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 attributable to common stockholders was calculated as follow: Year Ended (in thousands, except per share data) 2020 2019 2018 Numerator: Net loss $ (62,131) $ (52,807) $ (33,285) Accruing dividends on Series A convertible preferred stock — (592) (3,000) Adjustment to accumulated deficit in connection with repurchase of Series Seed convertible preferred stock — — (22) Net loss attributable to common stockholders $ (62,131) $ (53,399) $ (36,307) Denominator: Weighted average shares of common stock—basic and diluted 20,077 11,530 459 Net loss per share attributable to common stockholders— basic and diluted $ (3.09) $ (4.63) $ (79.15) |
Schedule of Anti-dilutive Securities Excluded from Computation of Diluted Net Loss per Share Attributable to Common Stockholders | The Company excluded the following potential shares of common stock, presented based on amounts outstanding at each period end and adjusted for the Exchange Ratio and Reverse Stock Split, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: Year Ended 2020 2019 2018 Options to purchase common stock 1,874,514 1,297,029 798,311 Convertible preferred stock (as converted to common stock) — — 3,808,894 Unvested restricted stock units 572,460 101,773 — Warrants to purchase common stock (excluding prefunded warrants, which are included in basic shares outstanding) 9,474,403 9,776,871 489,079 11,921,377 11,175,673 5,096,284 |
Nature of the Business and Ba_2
Nature of the Business and Basis of Presentation (Details) $ / shares in Units, $ in Thousands | Mar. 18, 2021USD ($)$ / sharesshares | Nov. 26, 2019USD ($)$ / shares | Apr. 12, 2019USD ($)$ / shares | Mar. 13, 2019 | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Restructuring Cost and Reserve [Line Items] | |||||||||
Cash and cash equivalents | $ 78,708 | $ 126,184 | $ 8,134 | $ 26,684 | |||||
Accumulated deficit | $ 194,175 | $ 132,044 | |||||||
Sale price (in dollars per share) | $ / shares | $ 12 | $ 11 | |||||||
Percentage of voting interest | 64.00% | ||||||||
Proceeds from common stock issuance | $ 65,000 | $ 85,800 | |||||||
Forecast | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Limited partners' contributed capital | $ 65,000 | ||||||||
Subsequent Event | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Sale price (in dollars per share) | $ / shares | $ 8.70 | ||||||||
Proceeds from common stock issuance | $ 55,000 | ||||||||
Subsequent Event | Private Placement | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Common stock, reserved for future issuance (in shares) | shares | 229,885 | ||||||||
Sale price (in dollars per share) | $ / shares | $ 8.70 | ||||||||
Arsanis | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Exchange ratio | 0.5702 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Other assets | $ 1,994 | $ 1,902 | $ 364 | $ 364 |
Restricted cash, current (included within prepaid expenses and other current assets) | 264 | 0 | $ 0 | $ 0 |
Other Assets | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Other assets | 1,730 | 1,902 | ||
Letter of credit security: Cambridge lease | Letter of Credit | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Other assets | 264 | 264 | ||
Letter of credit security: Waltham lease | Letter of Credit | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Other assets | 250 | 250 | ||
Letter of credit security: Vienna Austria lease | Letter of Credit | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Other assets | 336 | 94 | ||
Letter of credit security: Boston lease | Letter of Credit | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Other assets | 1,144 | 1,144 | ||
Corporate credit card collateral | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Other assets | $ 0 | $ 150 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 78,708 | $ 126,184 | $ 8,134 | $ 26,684 |
Restricted cash, current (included within prepaid expenses and other current assets) | 264 | 0 | 0 | 0 |
Other assets | 1,994 | 1,902 | 364 | 364 |
Total cash, cash equivalents and restricted cash | $ 80,702 | $ 128,086 | $ 8,498 | $ 27,048 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Property, Plant and Equipment (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Office furniture | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
Office furniture | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 7 years |
Computer equipment | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
Laboratory equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
Laboratory equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 10 years |
Leasehold improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 10 years |
Summary of Significant Policies
Summary of Significant Policies - Additional Information (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020USD ($)reporting_unit | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Other assets | $ 1,994 | $ 1,902 | $ 364 | $ 364 |
Number of reporting units | reporting_unit | 1 | |||
Currency translation adjustments | $ 0 | (119) | $ 0 | |
Corporate credit card collateral | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Other assets | $ 0 | $ 150 |
License, Collaboration, and F_2
License, Collaboration, and Funding Agreements - Genzyme Agreement (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Payment on obligation under license agreement | $ 900,000 | ||
Genzyme Agreement | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Milestone payments | $ 25,000,000 | ||
Payment on obligation under license agreement | $ 0 | $ 0 |
License, Collaboration, and F_3
License, Collaboration, and Funding Agreements - Georgetown Agreement (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Payment on obligation under license agreement | $ 900,000 | |||
Georgetown | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
One time upfront payment | $ 50,000 | |||
Payments made | $ 800,000 | |||
Termination period | 60 days | |||
Payment on obligation under license agreement | 0 | $ 0 | $ 0 | |
Payment obligation | $ 0 | $ 0 | $ 0 |
License, Collaboration, and F_4
License, Collaboration, and Funding Agreements - Beth Israel Deaconess Medical Center Agreements (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Nov. 30, 2020 | Dec. 31, 2016 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Payment on obligation under license agreement | $ 900,000 | ||||
Bidmc Agreement | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
One time upfront payment | $ 20,000 | ||||
Payment on obligation under license agreement | 0 | $ 0 | $ 0 | ||
DFCI | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
One time upfront payment | $ 25,000 | ||||
Payment on obligation under license agreement | $ 32,000,000 | ||||
Collaborative Agreement , Expense Reimbursement | $ 35,000 | ||||
Collaborative Arrangement, Obligation, Percentage | 25.00% | ||||
Collaborative agreement, future expected annual fees, year one through three | $ 10,000 | ||||
Collaborative agreement, future expected annual fees, year four through six | 40,000 | ||||
Collaborative agreement, future expected annual fees, thereafter | $ 50,000 |
License, Collaboration, and F_5
License, Collaboration, and Funding Agreements - Research and Development Incentive Program (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Other income | $ 905 | $ 517 | $ 0 |
Research and Development Incentive Program | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Amount due under incentive receivable plan | 900 | ||
Other income | 494 | ||
Abbisko Agreement | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Potential milestone payments receivable | $ 208,000 | ||
X4 Austria | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Reimbursement rate for research and development | 0.14 |
License, Collaboration, and F_6
License, Collaboration, and Funding Agreements (Details) - Abbisko Agreement $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Potential milestone payments receivable | $ 208,000 |
Revenues | $ 3,000 |
Fair Value of Financial Asset_3
Fair Value of Financial Assets and Liabilities - Measured on a Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Cash equivalents—money market funds | $ 44,834 | $ 63,637 |
Fair value of derivative liability | 455 | |
Embedded derivative liability | 18 | |
Embedded derivative liability | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability | 18 | |
Level 1 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Cash equivalents—money market funds | 16,816 | 23,638 |
Fair value of derivative liability | 0 | |
Embedded derivative liability | 0 | |
Level 1 | Embedded derivative liability | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability | 0 | |
Level 2 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Cash equivalents—money market funds | 28,018 | 39,999 |
Fair value of derivative liability | 0 | |
Embedded derivative liability | 0 | |
Level 2 | Embedded derivative liability | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability | 0 | |
Level 3 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Cash equivalents—money market funds | 0 | 0 |
Fair value of derivative liability | $ 455 | |
Embedded derivative liability | 18 | |
Level 3 | Embedded derivative liability | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability | $ 18 |
Fair Value of Financial Asset_4
Fair Value of Financial Assets and Liabilities -Aggregate Fair Value of Warrant and Derivative Liabilities (Details) - Level 3 - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Preferred Stock Warrant Liability | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 0 | $ 4,947 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Period Increase (Decrease) | 0 | 288 |
Fair Value Measurement With Unobservable Inputs Conversion Of Convertible Preferred Stock Warrants Into Common Stock Warrants In Connection With Merger | (5,235) | |
Ending balance | 0 | 0 |
Embedded derivative liability | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 18 | 201 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Period Increase (Decrease) | 437 | (183) |
Fair Value Measurement With Unobservable Inputs Conversion Of Convertible Preferred Stock Warrants Into Common Stock Warrants In Connection With Merger | 0 | |
Ending balance | $ 455 | $ 18 |
Fair Value of Financial Asset_5
Fair Value of Financial Assets and Liabilities - Narrative (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 13, 2019 | Dec. 31, 2018 |
Fair Value, Recurring | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Fair value of derivative liability | $ 455,000 | |||
Embedded derivative liability | $ 18,000 | |||
Fair Value, Recurring | Embedded derivative liability | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Embedded derivative liability | 18,000 | |||
Level 3 | Fair Value, Recurring | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Fair value of derivative liability | 455,000 | |||
Embedded derivative liability | 18,000 | |||
Level 3 | Fair Value, Recurring | Embedded derivative liability | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Embedded derivative liability | $ 18,000 | |||
Genzyme Agreement | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Fair value of derivative liability | $ 0 | $ 0 | $ 183,000 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 1,511 | $ 667 | |
Less: Accumulated depreciation and amortization | (274) | (264) | |
Property, plant and equipment, net | 1,237 | 403 | |
Depreciation and amortization expense | 351 | 103 | $ 103 |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 228 | 299 | |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 910 | 139 | |
Computer equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 47 | 37 | |
Software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 33 | 33 | |
Lab equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 293 | $ 159 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Other Income and Expenses [Abstract] | ||
Accrued employee compensation and benefits | $ 3,756 | $ 2,916 |
Accrued external research and development expenses | 3,150 | 1,977 |
Accrued professional fees | 627 | 1,347 |
Other | 485 | 221 |
Accrued expenses | $ 8,018 | $ 6,461 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Disclosure [Abstract] | ||
Principal amount of long-term debt | $ 32,500 | $ 20,000 |
Debt premium (discount), net of accretion | 223 | |
Debt Instrument, Unamortized Discount | (317) | |
Cumulative accrual of end of term payments | 455 | 414 |
Long-term debt, including discount and accrued end of term payments | $ 33,178 | $ 20,097 |
Long-Term Debt - SVB Loan Agree
Long-Term Debt - SVB Loan Agreement (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Line of Credit Facility [Line Items] | |||
Unamortized discount | $ 317 | ||
Loss on extinguishment of debt | $ (162) | $ (566) | $ (229) |
SVB Loan Agreement | |||
Line of Credit Facility [Line Items] | |||
Loss on extinguishment of debt | 229 | ||
Interest expense | $ 484 | ||
Effective interest rate | 11.80% |
Long-Term Debt - FFG Loan Agree
Long-Term Debt - FFG Loan Agreements (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Line of Credit Facility [Line Items] | |||
Loss on extinguishment of debt | $ (162) | $ (566) | $ (229) |
FFG Loan Agreements | |||
Line of Credit Facility [Line Items] | |||
Interest expense | 316 | ||
Loss on extinguishment of debt | $ 566 |
Long-Term Debt - Hercules Loan
Long-Term Debt - Hercules Loan Agreements (Details) | Jul. 01, 2024USD ($) | Jul. 01, 2023USD ($) | Jan. 01, 2022USD ($) | Jun. 30, 2019 | Dec. 31, 2018USD ($) | Oct. 31, 2018USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 21, 2020USD ($) | Mar. 31, 2020USD ($) | Mar. 13, 2020USD ($) | Jun. 27, 2019USD ($) | Mar. 13, 2019USD ($) | Dec. 11, 2018USD ($) |
Line of Credit Facility [Line Items] | |||||||||||||||
Fair value of warrants | $ 288,000 | $ 5,200,000 | |||||||||||||
Unamortized discount | $ 317,000 | ||||||||||||||
Hercules Loan Agreements | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Proceeds from line of credit | $ 8,000,000 | ||||||||||||||
Fair value of warrants | $ 282,000 | $ 282,000 | $ 132,000 | ||||||||||||
Periodic payment | 795,000 | ||||||||||||||
Debt discount amortization | $ 500,000 | 400,000 | 100,000 | ||||||||||||
Interest expense | 2,700,000 | $ 1,800,000 | $ 200,000 | ||||||||||||
Hercules Loan Agreements | Additional Term Loan One | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Proceeds from line of credit | $ 2,000,000 | ||||||||||||||
Hercules Amended and Restated Loan Agreement | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Interest rate | 8.75% | ||||||||||||||
Increase in interest rate | 4.00% | ||||||||||||||
Maximum borrowing capacity | $ 35,000,000 | ||||||||||||||
Hercules Amended and Restated Loan Agreement | Prime Rate | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Interest rate | 6.00% | ||||||||||||||
Hercules Amended and Restated Loan Agreement | Minimum | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Variable interest rate | 8.75% | ||||||||||||||
Hercules Amended and Restated Loan Agreement | Additional Term Loan Two | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Additional borrowing capacity | 5,000,000 | ||||||||||||||
Hercules Amended and Restated Loan Agreement | Previous Borrowings | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Credit outstanding | 10,000,000 | ||||||||||||||
Hercules Amended and Restated Loan Agreement | New Borrowings | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Current borrowing capacity | $ 10,000,000 | ||||||||||||||
Hercules First Amended Loan Agreement | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Current borrowing capacity | $ 25,000,000 | ||||||||||||||
Maximum borrowing capacity | 50,000,000 | ||||||||||||||
Hercules First Amended Loan Agreement | Previous Borrowings | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Current borrowing capacity | 20,000,000 | ||||||||||||||
Hercules First Amended Loan Agreement | New Borrowings | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Credit outstanding | 5,000,000 | ||||||||||||||
Hercules First Amended Loan Agreement | Milestone 1 Borrowings [Member] | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Credit outstanding | 7,500,000 | ||||||||||||||
Hercules First Amended Loan Agreement | Milestone 2 Borrowings [Member] | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Credit outstanding | 7,500,000 | ||||||||||||||
Hercules First Amended Loan Agreement | Discretionary Borrowings [Member] | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Credit outstanding | $ 10,000,000 | ||||||||||||||
Hercules Second Amended Loan Agreement | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Principal payments | $ 0 | ||||||||||||||
Effective interest rate | 10.70% | ||||||||||||||
Payment premium percentage | 0.020 | ||||||||||||||
Hercules Second Amended Loan Agreement | Forecast | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Periodic payment | $ 800,000 | $ 1,300,000 | $ 800,000 | ||||||||||||
Hercules Second Amended Loan Agreement | Previous Borrowings | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Current borrowing capacity | $ 25,000,000 | ||||||||||||||
Hercules Second Amended Loan Agreement | Milestone 1 Borrowings [Member] | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Credit outstanding | 7,500,000 | ||||||||||||||
Hercules Second Amended Loan Agreement | Milestone 2 Borrowings [Member] | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Credit outstanding | 7,500,000 | ||||||||||||||
Hercules Second Amended Loan Agreement | Discretionary Borrowings [Member] | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Credit outstanding | $ 10,000,000 | ||||||||||||||
Hercules Second Amended Loan Agreement | Min Cash Test Date 1 [Member] | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Line of Credit, Covenant, Minimum Cash | $ 30,000,000 | ||||||||||||||
Hercules Second Amended Loan Agreement | Min Cash Test Date 2 [Member] | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Line of Credit, Covenant, Minimum Cash | $ 20,000,000 |
Long-Term Debt - Future Princip
Long-Term Debt - Future Principal Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Disclosure [Abstract] | ||
2021 | $ 0 | |
2022 | 0 | |
2023 | 21,185 | |
2024 | 11,315 | |
Long-term debt | $ 32,500 | $ 20,000 |
Leases (Details)
Leases (Details) $ in Thousands | Sep. 01, 2020USD ($)ft² | Nov. 11, 2019USD ($)ft² | Mar. 13, 2019USD ($)ft² | Aug. 31, 2017USD ($)ft² | Jul. 31, 2021 | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Jan. 01, 2019USD ($) |
Lessee, Lease, Description [Line Items] | ||||||||
Right-of-use assets | $ 7,960 | $ 1,959 | ||||||
Operating lease, liability | 5,270 | |||||||
Lease liabilities | 4,484 | 1,918 | ||||||
Current portion of lease liability | 786 | $ 898 | ||||||
Right-of-use asset, amortization term | 5 years | |||||||
Cambridge Lease | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Office space area | ft² | 13,000 | |||||||
Base rent | $ 832 | |||||||
Security deposit liability | 264 | |||||||
Waltham Lease | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Office space area | ft² | 6,000 | |||||||
Base rent | $ 263 | |||||||
Term of contract | 5 years | |||||||
2019 Vienna Lease | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Office space area | ft² | 400 | |||||||
Base rent | $ 154 | |||||||
Term of contract | 2 years | |||||||
Boston Lease | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Right-of-use assets | $ 8,000 | |||||||
Operating lease, liability | $ 4,600 | |||||||
Office space area | ft² | 28,000 | |||||||
Renewal term | 5 years | |||||||
Lease not yet commenced, amount | $ 1,000 | |||||||
Security deposit liability | $ 1,100 | |||||||
New Vienna Lease [Member] | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Office space area | ft² | 1,200 | |||||||
Base rent | $ 300 | |||||||
Term of contract | 7 years | |||||||
Future Unreimbursed Expenditures Expected To Be Incurred | $ 675 | |||||||
New Vienna Lease [Member] | Forecast | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Rent-free period | 6 months | |||||||
Accounting Standards Update 2016-02 | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Right-of-use assets | $ 2,000 | |||||||
Operating lease, liability | 2,500 | |||||||
Lease liabilities | 1,900 | |||||||
Current portion of lease liability | 613 | |||||||
Net deferred rent | $ (512) |
Leases - Schedule of Components
Leases - Schedule of Components of Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Lease Cost | ||
Fixed operating lease cost | $ 1,290 | $ 827 |
Short-term lease costs | 157 | 122 |
Total lease expense | 1,447 | 949 |
Other information | ||
Operating cash flows from operating leases | 3,820 | 1,007 |
Leased assets obtained in exchange for new operating lease liabilities | $ 5,090 | $ 484 |
Weighted-average remaining lease term—operating leases | 5 years 6 months | 3 years |
Weighted-average discount rate—operating leases | 11.20% | 9.00% |
Sublease income | $ 194 | $ 14 |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Lease Liabilities (Detail) $ in Thousands | Dec. 31, 2020USD ($) |
Leases [Abstract] | |
2021 | $ 1,273 |
2022 | 1,301 |
2023 | 1,330 |
2024 | 1,094 |
2025 and thereafter | 2,174 |
Total lease payments | 7,172 |
Less: interest | (1,902) |
Operating Lease, Liability | $ 5,270 |
Commitment and Contingencies (D
Commitment and Contingencies (Details) - Adimab Option Agreement $ in Thousands | 1 Months Ended |
Feb. 28, 2017USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Option Fee | $ 250 |
Milestone payments | $ 25,000 |
Preferred and Common Stock Wa_3
Preferred and Common Stock Warrants - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 29, 2019 | Nov. 26, 2019 | Apr. 16, 2019 | Apr. 12, 2019 | Dec. 31, 2019 | Dec. 31, 2020 | Jun. 10, 2020 | Mar. 31, 2020 | Mar. 13, 2019 |
Class of Stock [Line Items] | |||||||||
Fair value of warrants | $ 288 | $ 5,200 | |||||||
Issuance of warrants for the purchase of common stock or prefunded warrants to purchase common stock | 13,201,667 | ||||||||
Warrant expiration period | 30 days | 5 years | |||||||
Common stock par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Class A Warrant | |||||||||
Class of Stock [Line Items] | |||||||||
Issuance of warrants for the purchase of common stock or prefunded warrants to purchase common stock | 3,900,000 | ||||||||
Convertible preferred stock exercise price (in dollars per share) | $ 13.20 | $ 13.20 | |||||||
Class B Warrants | |||||||||
Class of Stock [Line Items] | |||||||||
Issuance of warrants for the purchase of common stock or prefunded warrants to purchase common stock | 5,416,667 | ||||||||
Convertible preferred stock exercise price (in dollars per share) | $ 15 | $ 15 | |||||||
Pre Funded Warrant | |||||||||
Class of Stock [Line Items] | |||||||||
Issuance of warrants for the purchase of common stock or prefunded warrants to purchase common stock | 1,750,000 | 2,130,000 | |||||||
Convertible preferred stock exercise price (in dollars per share) | $ 11.999 | $ 11.999 | $ 10.999 | $ 10.999 | |||||
Warrants available to purchase (in shares) | 1 | ||||||||
Common stock par value (in dollars per share) | $ 0.001 |
Preferred and Common Stock Wa_4
Preferred and Common Stock Warrants - Schedule of Outstanding Warrants (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Number of warrants | |||
Outstanding and exercisable warrants to purchase shares preferred stock as of 12/31/2018 | 13,656,871 | 5,146,400 | |
Conversion of warrants to purchase preferred shares to warrants for the purchase of common stock and adjusted for the Exchange Ratio and Reverse Stock Split (in shares) | (4,657,350) | ||
Issuance of warrants for the purchase of common stock or prefunded warrants to purchase common stock | 13,201,667 | ||
Exercised (in shares) | (33,846) | ||
Outstanding and exerciseable, Number of warrants, ending balance (in shares) | 13,354,403 | 13,656,871 | 5,146,400 |
Expired | 302,468 | ||
Weighted Average Exercise Price | |||
Outstanding and exercisable warrants to purchase preferred shares, beginning balance (in dollars per share) | $ 13.68 | $ 0 | |
Outstanding and exercisable, ending balance (in dollars per share) | $ 13.52 | $ 13.68 | $ 0 |
Weighted Average Contractual Term (Years) | 3 years 8 months 12 days | 4 years 7 months 6 days | 4 years 2 months 12 days |
Preferred and Common Stock Wa_5
Preferred and Common Stock Warrants - Summary of Outstanding Warrants to Purchase Shares of Common Stock (Details) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Class of Warrant or Right [Line Items] | |||
Class of warrant or right, outstanding (in shares) | 13,354,403 | 13,656,871 | 5,146,400 |
Issuance On October 25, 2016 | |||
Class of Warrant or Right [Line Items] | |||
Class of warrant or right, outstanding (in shares) | 5,155 | ||
Exercise Price (in dollars per share) | $ 19.78 | ||
Issuance On December 28, 2017 | |||
Class of Warrant or Right [Line Items] | |||
Class of warrant or right, outstanding (in shares) | 115,916 | ||
Exercise Price (in dollars per share) | $ 19.78 | ||
Issuance On September 12, 2018 | |||
Class of Warrant or Right [Line Items] | |||
Class of warrant or right, outstanding (in shares) | 25,275 | ||
Exercise Price (in dollars per share) | $ 19.78 | ||
Issuance On September 12, 2018 | |||
Class of Warrant or Right [Line Items] | |||
Class of warrant or right, outstanding (in shares) | 20,220 | ||
Exercise Price (in dollars per share) | $ 19.78 | ||
Issuance On October 19, 2018 | |||
Class of Warrant or Right [Line Items] | |||
Class of warrant or right, outstanding (in shares) | 20,016 | ||
Exercise Price (in dollars per share) | $ 19.78 | ||
Issuance On March 13, 2019 | |||
Class of Warrant or Right [Line Items] | |||
Class of warrant or right, outstanding (in shares) | 5,000 | ||
Exercise Price (in dollars per share) | $ 19.78 | ||
Issuance On April 16, 2019 | |||
Class of Warrant or Right [Line Items] | |||
Class of warrant or right, outstanding (in shares) | 3,866,154 | ||
Exercise Price (in dollars per share) | $ 13.20 | ||
Issuance On April 16, 2019 | |||
Class of Warrant or Right [Line Items] | |||
Class of warrant or right, outstanding (in shares) | 2,130,000 | ||
Exercise Price (in dollars per share) | $ 11 | ||
Issuance on November 29, 2019 | |||
Class of Warrant or Right [Line Items] | |||
Class of warrant or right, outstanding (in shares) | 5,416,667 | ||
Exercise Price (in dollars per share) | $ 15 | ||
Issuance on November 29, 2019 | |||
Class of Warrant or Right [Line Items] | |||
Class of warrant or right, outstanding (in shares) | 1,750,000 | ||
Exercise Price (in dollars per share) | $ 12 |
Common Stock, Redeemable Comm_2
Common Stock, Redeemable Common Stock and Convertible Preferred Stock (converted to Common Stock) - Additional Information (Details) - USD ($) | Oct. 14, 2020 | Aug. 07, 2020 | Nov. 26, 2019 | Apr. 12, 2019 | Aug. 31, 2015 | Dec. 31, 2020 | Jun. 10, 2020 | Dec. 31, 2019 | Nov. 29, 2019 | Apr. 16, 2019 |
Class of Stock [Line Items] | ||||||||||
Common stock par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Common stock, authorized (in shares) | 125,000,000 | 33,333,333 | ||||||||
Cash dividends | $ 0 | |||||||||
Stock issued (in shares) | 3,666,667 | 5,670,000 | ||||||||
Sale price (in dollars per share) | $ 12 | $ 11 | ||||||||
Warrant expiration period | 30 days | 5 years | ||||||||
Proceeds from common stock issuance | $ 65,000,000 | $ 85,800,000 | ||||||||
Fair value of additional common stock issued | $ 734,000 | |||||||||
Preferred stock outstanding | $ 0 | |||||||||
Equity Unit Purchase Agreements | ||||||||||
Class of Stock [Line Items] | ||||||||||
Purchase agreement, term | 36 months | |||||||||
Common Stock | Equity Unit Purchase Agreements | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of shares authorized in transaction, amount | $ 50,000,000 | |||||||||
Sales Agents [Member] | Common Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of shares authorized in transaction, amount | $ 50,000,000 | |||||||||
Maximum | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common stock, authorized (in shares) | 125,000,000 | |||||||||
Minimum | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common stock, authorized (in shares) | 33,333,333 | |||||||||
Series Seed Convertible Preferred Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock, authorized (in shares) | 10,000,000 | |||||||||
Preferred stock par value (in dollars per share) | $ 0.001 | $ 0.001 | ||||||||
Genzyme Agreement | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares issued for additional consideration (in shares) | 107,371 | |||||||||
Common stock purchase price (in dollars per share) | $ 0.001 | |||||||||
Pre Funded Warrant | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common stock par value (in dollars per share) | $ 0.001 | |||||||||
Number of warrants issued (in shares) | 1,750,000 | 2,130,000 | ||||||||
Convertible preferred stock exercise price (in dollars per share) | $ 11.999 | $ 10.999 | $ 11.999 | 10.999 | ||||||
Pre Funded Warrant | Minimum | ||||||||||
Class of Stock [Line Items] | ||||||||||
Convertible preferred stock exercise price (in dollars per share) | $ 0.001 | |||||||||
Class A Warrant | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of warrants issued (in shares) | 3,900,000 | |||||||||
Convertible preferred stock exercise price (in dollars per share) | $ 13.20 | $ 13.20 | ||||||||
Class B Warrants | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of warrants issued (in shares) | 5,416,667 | |||||||||
Convertible preferred stock exercise price (in dollars per share) | $ 15 | $ 15 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 01, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 10, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Maximum percentage of fair value of common stock | 100.00% | ||||
Exercises in period, intrinsic value | $ 42 | $ 363 | |||
Options granted, weighted average grant date fair value (in dollars per share) | $ 6.12 | $ 10.78 | $ 7.05 | ||
Incentive Stock Options and Restricted Stock Awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares based compensation, vested period (in years) | 4 years | ||||
Restricted Stock Units (RSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share based compensation, restricted stock units granted (in shares) | 692,331 | ||||
Share based compensation, restricted stock units granted (in dollars per share) | $ 9.34 | ||||
Share based compensation, grant date fair value | $ 6,500 | ||||
Unrecognized compensation cost of stock based awards | $ 8,600 | ||||
Unrecognized compensation cost of stock based awards, recognition period | 2 years 4 months 24 days | ||||
Two Thousand Fifteen Equity Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock, authorized (in shares) | 1,000,000 | ||||
Two Thousand Seventeen Equity Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock, authorized (in shares) | 474,000 | ||||
Common stock, reserved for future issuance (in shares) | 652,000 | 26,000 | |||
Aggregate intrinsic value, options exercised | 4.00% | ||||
Two Thousand Seventeen Equity Incentive Plan | Employee Stock Purchase Plans | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation arrangement by share-based payment award, shares issued in period (in shares) | 26,643 | ||||
Share-based compensation arrangement by share-based payment award, number of shares available for grant (in shares) | 144,000 | ||||
Two Thousand Seventeen Equity Incentive Plan | Employee Stock Purchase Plans | Subsequent Event | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation arrangement by share-based payment award, number of additional shares authorized (in shares) | 85,000 | ||||
Two Thousand Nineteen Equity Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock, authorized (in shares) | 800,000 | ||||
Common stock, reserved for future issuance (in shares) | 173,000 | ||||
Minimum | Non-Statutory Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares based compensation, vested period (in years) | 3 years | ||||
Maximum | Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expiration period (in years) | 10 years | ||||
Maximum | Non-Statutory Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares based compensation, vested period (in years) | 4 years |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Valuation (Details) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement [Abstract] | |||
Risk-free interest rate | 0.60% | 2.00% | 2.80% |
Expected term (in years) | 6 years 3 days | 5 years 11 months 26 days | 5 years 11 months 8 days |
Expected volatility | 94.90% | 88.50% | 86.00% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Number of Shares | ||
Outstanding, beginning balance (in shares) | 1,297,029 | |
Granted, (in shares) | 864,616 | |
Exercised (in shares) | (17,689) | |
Forfeited (in shares) | (269,442) | |
Outstanding, ending balance (in shares) | 1,874,514 | 1,297,029 |
Exercisable, ending balance (in shares) | 682,632 | |
Vested and expected to vest, ending balance (in shares) | 1,404,246 | |
Weighted Average Exercise Price | ||
Outstanding, beginning balance (in dollars per share) | $ 17.05 | |
Granted (in dollars per share) | 8.06 | |
Exercised (in dollars per share) | 7.25 | |
Forfeited (in dollars per share) | 17.43 | |
Outstanding, ending balance (in dollars per share) | 12.94 | $ 17.05 |
Exercisable (in dollars per share) | 17.42 | |
Vested and expected to vest (in dollars per share) | $ 13.35 | |
Weighted Average Contractual Term (Years) | ||
Outstanding | 8 years 3 months 18 days | 8 years 4 months 24 days |
Exercisable | 7 years | |
Vested and expected to vest | 8 years 1 month 6 days | |
Aggregate Intrinsic Value | ||
Outstanding beginning balance | $ 1,286 | |
Outstanding ending balance | 7 | $ 1,286 |
Exercisable | 0 | |
Vested and expected to vest | $ 4 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Units (Details) - Restricted Stock Units (RSUs) | 12 Months Ended |
Dec. 31, 2020shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Nonvested beginning balance (in shares) | 101,773 |
Granted (in shares) | 692,331 |
Vested (in shares) | (134,074) |
Forfeited (in shares) | (87,570) |
Nonvested ending balance (in shares) | 572,460 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Stock-Based Compensation Expense Classification (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation | $ 5,428 | $ 2,050 | $ 759 |
Research and development expense | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation | 2,316 | 909 | 258 |
General and administrative expense | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation | $ 3,112 | $ 1,141 | $ 501 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Loss Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
United States | $ (62,539) | $ (52,314) | $ (33,285) |
Foreign (Austria) | 556 | (493) | 0 |
Income (loss) before income tax expense (benefit) | $ (61,983) | $ (52,807) | $ (33,285) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Effective Income Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
U.S. federal statutory income tax rate | 21.00% | 21.00% | 21.00% |
State income taxes, net of federal benefit | (5.90%) | (5.80%) | (6.20%) |
Foreign rate differential | 0.00% | (0.10%) | 0.00% |
Research and development tax credits | (1.10%) | (1.10%) | (3.70%) |
Change in fair value of preferred stock warrant liability | 0.00% | 0.10% | 2.40% |
Other permanent differences | 0.90% | 1.40% | 0.90% |
Change in deferred tax asset valuation allowance | 27.20% | 26.80% | 27.80% |
Other | 0.10% | (0.30%) | (0.20%) |
Effective income tax rate | 0.20% | 0.00% | 0.00% |
Income Taxes - Deferred Income
Income Taxes - Deferred Income Tax Asset (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Components of Deferred Tax Assets [Abstract] | ||
Net operating loss carryforwards | $ 83,671 | $ 65,487 |
Research and development tax credit carryforwards | 4,616 | 3,654 |
Capitalized research and development expenses | 2,193 | 2,626 |
Lease liabilities | 1,440 | 765 |
Other | 2,452 | 1,413 |
Total deferred tax assets | 94,372 | 73,945 |
Valuation allowance | (92,197) | (73,410) |
Deferred tax assets, net of valuation allowance | 2,175 | 535 |
Right of use assets | 2,175 | 535 |
Total deferred tax liabilities | 2,175 | 535 |
Total deferred tax assets, net | $ 0 | $ 0 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Contingency [Line Items] | |||
Unrecognized tax benefits | $ 300 | $ 200 | $ 0 |
Domestic Tax Authority | |||
Income Tax Contingency [Line Items] | |||
Operating loss carryforwards | 242,600 | ||
Operating loss carryforwards, not subject to expiration | 188,500 | ||
Unrecognized tax benefits | 200 | ||
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | 54,100 | ||
State and Local Jurisdiction | |||
Income Tax Contingency [Line Items] | |||
Operating loss carryforwards | 237,500 | ||
Foreign Tax Authority | |||
Income Tax Contingency [Line Items] | |||
Operating loss carryforwards | 70,800 | ||
Unrecognized tax benefits | 100 | ||
Research Tax Credit Carryforward | Domestic Tax Authority | |||
Income Tax Contingency [Line Items] | |||
Tax credit carryforward, amount | 3,700 | ||
Research Tax Credit Carryforward | State and Local Jurisdiction | |||
Income Tax Contingency [Line Items] | |||
Tax credit carryforward, amount | $ 900 |
Income Taxes - Deferred Tax Val
Income Taxes - Deferred Tax Valuation Allowance (Details) - SEC Schedule, 12-09, Valuation Allowance, Deferred Tax Asset [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Valuation allowance, beginning of year | $ (73,410) | $ (22,797) | $ (13,546) |
Increases recorded to income tax provision | (18,787) | (14,485) | (9,251) |
Acquisition of business | 0 | (36,128) | 0 |
Valuation allowance, end of year | $ (92,197) | $ (73,410) | $ (22,797) |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Unrecognized tax benefits | $ 300 | $ 200 | $ 0 |
Unrecognized Tax Benefits, Period Increase (Decrease) | $ 100 | ||
Unrecognized Tax Benefits, Increase Resulting from Acquisition | $ 200 |
Net Loss per Share - Summary of
Net Loss per Share - Summary of Basic and Diluted Net loss per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |||
Net loss | $ (62,131) | $ (52,807) | $ (33,285) |
Accruing dividends on Series A convertible preferred stock | 0 | 592 | 3,000 |
Adjustment to accumulated deficit in connection with repurchase of Series Seed convertible preferred stock | 0 | 0 | 22 |
Net loss attributable to common stockholders | $ (62,131) | $ (53,399) | $ (36,307) |
Weighted average shares of common stock outstanding - basic and diluted (in shares) | 20,077 | 11,530 | 459 |
Net loss per share attributable to common stockholders - basic and diluted (in dollars per share) | $ (3.09) | $ (4.63) | $ (79.15) |
Net Loss per Share - Additional
Net Loss per Share - Additional Information (Details) - $ / shares | Apr. 16, 2019 | Nov. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Nov. 29, 2019 | Nov. 26, 2019 | Apr. 12, 2019 |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||||
Weighted average shares of common stock outstanding - basic and diluted (in shares) | 20,077,000 | 11,530,000 | 459,000 | |||||
Pre Funded Warrant | ||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||||
Weighted average shares of common stock outstanding - basic and diluted (in shares) | 2,130,000 | 1,750,000 | ||||||
Convertible preferred stock exercise price (in dollars per share) | $ 10.999 | $ 11.999 | $ 11.999 | $ 10.999 | ||||
Minimum | Pre Funded Warrant | ||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||||
Convertible preferred stock exercise price (in dollars per share) | $ 0.001 | |||||||
Redeemable Common Stock | ||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||||
Weighted average shares of common stock outstanding - basic and diluted (in shares) | 107,371 | 107,371 |
Net Loss per Share - Schedule o
Net Loss per Share - Schedule of Anti-dilutive Securities Excluded from Computation of Diluted Net Loss per Share Attributable to Common Stockholders (Details) - shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive securities excluded form computation of diluted net loss per share (in shares) | 11,921,377 | 11,175,673 | 5,096,284 |
Convertible Preferred Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive securities excluded form computation of diluted net loss per share (in shares) | 0 | 0 | 3,808,894 |
Warrant | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive securities excluded form computation of diluted net loss per share (in shares) | 9,474,403 | 9,776,871 | 489,079 |
Equity Option | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive securities excluded form computation of diluted net loss per share (in shares) | 1,874,514 | 1,297,029 | 798,311 |
Restricted Stock Units (RSUs) | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive securities excluded form computation of diluted net loss per share (in shares) | 572,460 | 101,773 | 0 |
Loss on Transfer of Nonfinanc_2
Loss on Transfer of Nonfinancial Assets - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Indefinite-lived Intangible Assets [Line Items] | |||
Loss on transfer of nonfinancial assets | $ 0 | $ 3,900 | $ 0 |
Proceeds from transfer of non-financial assets | $ 0 | 1,000 | $ 0 |
In Process Research and Development | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Carrying value of IPR&D | $ 4,900 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 18, 2021 | Nov. 26, 2019 | Apr. 12, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2021 | Nov. 29, 2019 | Apr. 16, 2019 |
Subsequent Event [Line Items] | ||||||||
Stock issued (in shares) | 3,666,667 | 5,670,000 | ||||||
Exercised (in shares) | 33,846 | |||||||
Sale price (in dollars per share) | $ 12 | $ 11 | ||||||
Proceeds from common stock issuance | $ 65,000 | $ 85,800 | ||||||
Pre Funded Warrant | ||||||||
Subsequent Event [Line Items] | ||||||||
Convertible preferred stock exercise price (in dollars per share) | $ 11.999 | $ 10.999 | $ 11.999 | $ 10.999 | ||||
Class B Warrants | ||||||||
Subsequent Event [Line Items] | ||||||||
Convertible preferred stock exercise price (in dollars per share) | $ 15 | $ 15 | ||||||
Co-Development Agreement | Private Placement | ||||||||
Subsequent Event [Line Items] | ||||||||
Sale of Stock, Consideration Received on Transaction | $ 2,000 | |||||||
Sale Of Stock, Consideration Expected To Be Received, Maximum | $ 5,500 | |||||||
Forecast | ||||||||
Subsequent Event [Line Items] | ||||||||
Limited partners' contributed capital | $ 65,000 | |||||||
Forecast | Co-Development Agreement | ||||||||
Subsequent Event [Line Items] | ||||||||
Limited partners' contributed capital | $ 65,000 | |||||||
Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Stock issued (in shares) | 6,271,836 | |||||||
Sale price (in dollars per share) | $ 8.70 | |||||||
Proceeds from common stock issuance | $ 55,000 | |||||||
Convertible preferred stock exercise price (in dollars per share) | $ 8.70 | |||||||
Subsequent Event | Pre Funded Warrant | ||||||||
Subsequent Event [Line Items] | ||||||||
Exercised (in shares) | 50,000 | |||||||
Exercisable (in dollars per share) | $ 8.69 | |||||||
Subsequent Event | Private Placement | ||||||||
Subsequent Event [Line Items] | ||||||||
Sale price (in dollars per share) | 8.70 | |||||||
Subsequent Event | Private Placement | Pre Funded Warrant | ||||||||
Subsequent Event [Line Items] | ||||||||
Exercisable (in dollars per share) | $ 0.01 |