Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2021 | May 03, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
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 Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
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 Common Stock, Shares Outstanding | 23,655,660 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001501697 | |
Current Fiscal Year End Date | --12-31 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 114,945 | $ 78,708 |
Research and development incentive receivable | 768 | 917 |
Prepaid expenses and other current assets | 4,246 | 3,682 |
Total current assets | 119,959 | 83,307 |
Property and equipment, net | 1,788 | 1,237 |
Goodwill | 27,109 | 27,109 |
Right-of-use assets | 9,788 | 7,960 |
Other assets | 2,391 | 3,258 |
Total assets | 161,035 | 122,871 |
Current liabilities: | ||
Accounts payable | 3,091 | 3,144 |
Accrued expenses | 10,706 | 8,018 |
Current portion of lease liability | 875 | 786 |
Total current liabilities | 14,672 | 11,948 |
Long-term debt, including accretion, net of discount | 33,356 | 33,178 |
Lease liabilities | 5,579 | 4,484 |
Other liabilities | 491 | 462 |
Total liabilities | 54,098 | 50,072 |
Commitments and contingencies (Note 9) | ||
Redeemable common stock, 229,885 and zero issued and outstanding at March 31, 2021 and December 31, 2020, respectively (Note 11) | 1,875 | 0 |
Stockholders’ equity: | ||
Common stock, $0.001 par value, 125,000,000 shares authorized as of each of March 31, 2021 and December 31, 2020; 23,426,429 and 16,305,731 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively | 24 | 16 |
Additional paid-in capital | 318,008 | 267,077 |
Accumulated other comprehensive loss | (119) | (119) |
Accumulated deficit | (212,851) | (194,175) |
Total stockholders’ equity | 105,062 | 72,799 |
Total liabilities, redeemable common stock and stockholders’ equity | $ 161,035 | $ 122,871 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Common stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 125,000,000 | |
Common stock, shares issued | 23,426,429 | 16,305,731 |
Common stock, shares outstanding | 23,426,429 | 16,305,731 |
Redeemable Common Stock | ||
Common stock, shares issued | 229,885 | 0 |
Common stock, shares outstanding | 229,885 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
License revenue | $ 0 | $ 3,000 |
Operating expenses: | ||
Research and development | 12,104 | 8,911 |
General and administrative | 5,832 | 4,670 |
Total operating expenses | 17,936 | 13,581 |
Loss from operations | (17,936) | (10,581) |
Other income (expense): | ||
Interest income | 2 | 296 |
Interest expense | (891) | (584) |
Change in fair value of derivative liability | (31) | 0 |
Other income | 186 | 41 |
Loss on extinguishment of debt | 0 | (162) |
Total other expense, net | (734) | (409) |
Loss before provision for income taxes | (18,670) | (10,990) |
Provision for income taxes | 6 | 148 |
Net loss and comprehensive loss | (18,676) | (11,138) |
Deemed dividend on Class B Warrant price reset | (8,239) | 0 |
Net loss attributable to common stockholders | $ (26,915) | $ (11,138) |
Net loss per share attributable to common stockholders—basic and diluted | $ (1.30) | $ (0.56) |
Weighted average common shares outstanding—basic and diluted (in shares) | 20,751,000 | 20,014,000 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK, REDEEMABLE COMMON STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Redeemable Common Stock | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit |
Beginning balance, shares at Dec. 31, 2019 | 16,128,862 | |||||
Beginning balance at Dec. 31, 2019 | $ 129,220 | $ 16 | $ 261,367 | $ (119) | $ (132,044) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of stock options, shares | 13,006 | |||||
Exercise of stock options | 96 | 96 | ||||
Stock-based compensation expense | 613 | 613 | ||||
Net loss | (11,138) | (11,138) | ||||
Ending balance, shares at Mar. 31, 2020 | 16,141,868 | |||||
Ending balance at Mar. 31, 2020 | 118,791 | $ 16 | 262,076 | (119) | (143,182) | |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||
Redeemable Common Shares, Value | $ 0 | |||||
Redeemable common shares, beginning balance, shares at Dec. 31, 2020 | 0 | |||||
Convertible preferred shares, ending balance, shares at Mar. 31, 2021 | 229,885 | |||||
Beginning balance, shares at Dec. 31, 2020 | 16,305,731 | |||||
Beginning balance at Dec. 31, 2020 | $ 72,799 | $ 16 | 267,077 | (119) | (194,175) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock Issued During Period, Shares, New Issues | 6,271,836 | 229,885 | 6,041,951 | |||
Stock Issued During Period, Value, New Issues | $ 49,640 | $ 1,875 | $ 7 | 49,633 | ||
Exercise of stock options, shares | 5,860 | 5,860 | ||||
Exercise of stock options | $ 40 | 40 | ||||
Stock Issued During Period, Shares, Issued for Services | 1,000 | |||||
Stock Issued During Period Shares Warrants Exercised | 1,072,887 | |||||
Stock Issued During Period Value Warrants Exercised | $ 1 | |||||
Stock-based compensation expense | $ 1,258 | 1,258 | ||||
Net loss | (18,676) | (18,676) | ||||
Ending balance, shares at Mar. 31, 2021 | 23,426,429 | |||||
Ending balance at Mar. 31, 2021 | $ 105,062 | $ 24 | $ 318,008 | $ (119) | $ (212,851) | |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||
Redeemable Common Shares, Value | $ 1,875 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (18,676) | $ (11,138) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation expense | 1,258 | 613 |
Depreciation and amortization expense | 106 | 36 |
Non-cash lease expense | 314 | 158 |
Accretion of debt discount | 178 | 119 |
Loss on extinguishment of debt | 0 | 162 |
Other | 99 | 70 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 0 | (3,000) |
Prepaid expenses, other current assets and research and development incentive receivable | (711) | (869) |
Accounts payable | (23) | (800) |
Accrued expenses | (786) | (668) |
Lease liabilities | (160) | (210) |
Operating lease right-of-use asset, net of non-cash portion | 43 | 0 |
Net cash used in operating activities | (18,444) | (15,527) |
Cash flows from investing activities: | ||
Acquisition of property, equipment and intangible assets | (496) | (555) |
Net cash used in investing activities | (496) | (555) |
Cash flows from financing activities: | ||
Proceeds from exercise of stock options and prefunded warrants | 41 | 96 |
Proceeds from borrowings under loan and security agreements, net of issuance costs | 0 | 4,888 |
Proceeds from sale of common stock, redeemable common stock and prefunded warrants | 55,000 | 0 |
Net cash provided by financing activities | 55,041 | 4,984 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (143) | (34) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 35,958 | (11,132) |
Cash, cash equivalents and restricted cash at beginning of period | 80,702 | 128,086 |
Cash, cash equivalents and restricted cash at end of period | 116,660 | 116,954 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Acquisition of property, equipment and right-of-use assets included in accounts payable and accrued expenses | 17 | 0 |
Acquisition of right-of-use asset financed by lease liabilities | 1,343 | 0 |
Issuance costs not yet paid related to sale of common stock, redeemable common stock and prefunded warrants | $ 3,485 | $ 20 |
Nature of the Business and Basi
Nature of the Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [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 Company’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 Warts, Hypogammaglobulinemia, Infections, and Myelokathexis (“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”). 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 these condensed consolidated financial statements are issued. As of March 31, 2021, the Company had $114.9 million of cash and cash equivalents. Based on its current operating plan, the Company believes that its existing cash and cash equivalents will be sufficient to fund its operating expense and capital expenditure requirements into the fourth quarter of 2022. However, as further discussed in Note 7, the Company has a covenant under its loan agreement with Hercules Capital Inc. (“Hercules”) that requires that the Company maintain a minimum level of cash, as defined, beginning on April 1, 2022, which date is extended if the Company meets certain financial milestones related to third party funding. Based on its current financial projections, the Company believes it would be in violation of this covenant in the second quarter of 2022. If the Company is in violation of this covenant, Hercules could require the repayment of all outstanding debt. 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 condensed consolidated financial statements are issued. Nevertheless, the accompanying condensed 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 has entered into a letter of intent to enter into a co-development arrangement with Abingworth LLP (“Abingworth”), as further described in Note 16 to the consolidated financial statements included in the 2020 Annual Report. If this arrangement does not close or otherwise results 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Significant Accounting Policies— The Company’s significant accounting policies are disclosed in the audited consolidated financial statements and the notes thereto in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 19, 2021 (the “2020 Annual Report”). Since the date of those consolidated financial statements, there have been no material changes to the Company’s significant accounting policies other than as listed below. Risks and Uncertainties— 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. In addition, the Company is subject to other challenges and risks specific to its business and its ability to execute on its business plan and strategy, as well as risks and uncertainties common to companies in the biotechnology industry with research and development operations, including, without limitation, risks and uncertainties associated with: obtaining regulatory approval of its product candidates; delays or problems in obtaining clinical supply, loss of single source suppliers or failure to comply with manufacturing regulations; identifying, acquiring or in-licensing additional products or product candidates; product development and the inherent uncertainty of clinical success; and the challenges of protecting and enhancing its intellectual property rights; and the challenges of complying with applicable regulatory requirements. In addition, to the extent the ongoing COVID-19 pandemic adversely affects the Company’s business and results of operations, it is expected also to have the effect of heightening many of the other risks and uncertainties discussed above. Principles of Consolidation— The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, including X4 Pharmaceuticals (Austria) GmbH, which is incorporated in Vienna, Austria (“X4 Austria”), and X4 Therapeutics, Inc. All significant intercompany accounts and transactions have been eliminated. Unaudited Interim Condensed Consolidated Financial Statements— The condensed consolidated balance sheet at December 31, 2020 that is presented in these interim condensed consolidated financial statements was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America (“GAAP”). The accompanying condensed consolidated financial statements are unaudited. The accompanying unaudited interim condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the SEC for interim financial statements. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and the notes thereto for the year ended December 31, 2020 included in the 2020 Annual Report. In the opinion of management, all adjustments, consisting only of normal recurring adjustments as necessary, for the fair statement of the Company’s condensed financial position, condensed results of its operations and cash flows have been made. The results of operations for the three months ended March 31, 2021 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2021. Use of Estimates— The preparation of the Company’s condensed 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 condensed consolidated financial statements, and the reported amounts of expenses during the reporting period. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, the accrual of research and development expenses, the impairment or lack of impairment of long-lived assets including operating lease right-of-use assets and goodwill, and the constraint of variable consideration from contracts with customers. 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. The COVID-19 pandemic has impacted and is expected to continue to impact the clinical development timelines for certain of the Company's clinical programs. As of the date of issuance of these condensed consolidated financial statements, the Company is not aware of any specific event or circumstance that would require the Company to update its estimates, assumptions and judgments or revise the carrying value of its assets or liabilities. Actual results could differ from those estimates, and any such differences may be material to the Company’s condensed consolidated financial statements. 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 March 31, 2021 and December 31, 2020. Restricted Cash (in thousands) As of March 31, 2021 As of December 31, 2020 Letter of credit security: Cambridge lease $ — $ 264 Letter of credit security: Waltham lease 250 250 Letter of credit security: Vienna Austria lease 321 336 Letter of credit security: Boston lease 1,144 1,144 Total restricted cash $ 1,715 $ 1,994 Restricted cash included in prepaid expenses and other current assets $ — $ 264 Restricted cash included in other assets $ 1,715 $ 1,730 In connection with the Company’s lease agreements for its facilities in Massachusetts and Austria, the Company maintains letters of credit, which are secured by restricted cash, for the benefit of the respective landlord. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets to the sum of the total of amounts shown in the Company’s condensed consolidated statements of cash flows as of March 31, 2021, December 31, 2020, March 31, 2020 and December 31, 2019: (in thousands) March 31, 2021 December 31, 2020 March 31, 2020 December 31, 2019 Cash and cash equivalents $ 114,945 $ 78,708 $ 115,054 $ 126,184 Restricted cash, current portion — 264 — — Restricted cash, non-current 1,715 1,730 1,900 1,902 Total cash, cash equivalents and restricted cash $ 116,660 $ 80,702 $ 116,954 $ 128,086 Goodwill— Goodwill is tested 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. The Company assesses qualitative factors to determine whether the existence of events or circumstances would indicate that it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If after assessing the totality of events or circumstances, the Company were to determine that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, then the Company would perform an interim quantitative impairment test, whereby 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 its 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. There were no triggering events during the three months ended March 31, 2021 that necessitated an interim impairment test of goodwill. Recently Adopted Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“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, by eliminating certain required settlement criteria, such as the requirement that common shares issued upon exercise of a warrant not require an active registration statement. The Company adopted ASU 2020-06 on January 1, 2021 and the adoption of this guidance did not have an impact on its condensed consolidated financial statements and related disclosures. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 simplifies the accounting for income taxes, including the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted ASU 2019-12 on January 1, 2021 and the adoption of this guidance did not have a material impact on its condensed consolidated financial statements and related disclosures. Recently Issued Accounting Standards Not Yet Adopted In June 2016, the 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, |
License, Collaboration, and Fun
License, Collaboration, and Funding Agreements | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
License, Collaboration, and Funding Agreements | LICENSE, COLLABORATION AND FUNDING AGREEMENTS Research and Development Incentive Program The Company 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 and capital expenditures incurred by the Company’s subsidiary in Austria. As of March 31, 2021, the amount due under the program is $0.8 million, which amount was included in research and development incentive receivable in the condensed consolidated balance sheet. During the three months ended March 31, 2021 and 2020, the Company recorded $281 thousand and $86 thousand of income related to the program within the condensed consolidated statements of operations as other income. License and Collaboration Agreements |
Fair Value of Financial Assets
Fair Value of Financial Assets and Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
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 March 31, 2021 Using: (in thousands) Level 1 Level 2 Level 3 Total Assets: Cash equivalents—money market funds $ 14,816 $ 27,681 $ — $ 42,497 $ 14,816 $ 27,681 $ — $ 42,497 Liabilities: Embedded derivative liability $ — $ — $ 485 $ 485 $ — $ — $ 485 $ 485 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 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 assets, which represents a Level 1 measurement, or by using inputs observable in active markets for similar securities, which represents a Level 2 measurement. The following table provides a roll-forward of the aggregate fair values financial instruments for which fair values are determined using Level 3 inputs: (in thousands) Embedded Derivative Liability Balance as of December 31, 2020 $ 455 Change in fair value 30 Balance as of March 31, 2021 $ 485 Embedded Derivative Liability — |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | PROPERTY AND EQUIPMENT, NET Property and equipment, net consisted of the following: (in thousands) March 31, December 31, 2020 Leasehold improvements $ 228 $ 228 Furniture and fixtures 1,250 910 Computer equipment 152 47 Software 33 33 Lab equipment 505 293 2,168 1,511 Less: Accumulated depreciation and amortization (380) (274) $ 1,788 $ 1,237 Depreciation and amortization expense related to property and equipment was $106 thousand and $36 thousand for the three months ended March 31, 2021 and 2020 respectively. |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | ACCRUED EXPENSES Accrued expenses consisted of the following: (in thousands) March 31, December 31, Accrued employee compensation and benefits $ 2,576 3,756 Accrued external research and development expenses 3,521 3,150 Accrued professional fees 683 627 Accrued issuance costs for private placement equity offering (Note 11) 3,484 — Other 442 485 $ 10,706 $ 8,018 |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-term debt consisted of the following: (in thousands) March 31, December 31, Principal amount of long-term debt $ 32,500 $ 32,500 Debt discount, net of accretion 237 223 Cumulative accretion of final payment due at maturity 619 455 Long-term debt, including accretion $ 33,356 $ 33,178 Hercules Loan Agreement, As Amended In October 2018, the Company entered into a Loan and Security Agreement (the “Hercules Loan Agreement”), as amended in December 2019, June 2019, March 2020 and December 2020, with Hercules Capital Inc. (“Hercules”), under which the Company has borrowed an aggregate of $32.5 million of term loans to date. The Hercules Loan Agreement provides for maximum borrowings of up to $50.0 million, which include (i) 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 (ii) 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. Borrowings under the Hercules Loan Agreement accrues 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 and until such event is no longer continuing, the interest rate applicable to borrowings would be increased by 4.0%. Borrowings under the Hercules 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. The Company may prepay all, but not less than all, of the outstanding borrowings, subject to a prepayment premium of up to 2.0%, 1.0% or 0.5% of the principal amount outstanding as of the date of repayment, in each case depending on when such repayment is made. In addition, the Hercules Loan Agreement provides for payments of $0.8 million, $1.3 million, and $0.8 million payable 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 Hercules Loan Agreement are collateralized by substantially all of the Company’s personal property and other assets except for their intellectual property (but including rights to payment and proceeds from the sale, licensing or disposition of the intellectual property). Pursuant to the Hercules 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) April 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) 6 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) 3 multiplied by the current cash expenditures metric; and provided further, that subject to the achievement of certain milestones, this covenant will be extinguished. The Hercules Loan Agreement also restricts 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, with certain exceptions. The Company recognized aggregate interest expense under the Hercules Loan Agreement of $0.9 million and $0.6 million during the three months ended March 31, 2021 and March 31, 2020, respectively. Interest expense includes $0.2 million and $0.1 million for the three months ended March 31, 2021 and March 31, 2020, respectively, related to the accretion of the debt discount and the final payment. The annual effective interest rate of the Amended Loan Agreement as of March 31, 2021 is 10.7%. There were no principal payments due or paid under the Amended Loan Agreement during the three months ended March 31, 2021. As of March 31, 2021, future principal payments and the final payment due under the 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 | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Leases | LEASES The Company has lease agreements for its facilities in Boston, Massachusetts, which is the Company’s principal executive office; Vienna, Austria, which is the Company’s research and development center; and Waltham, Massachusetts, which the Company has sublet to a third party. There are no restrictions or financial covenants associated with any of the lease agreements. Vienna Austria Leases— The Company had an operating lease, as amended, for approximately 400 square meters of laboratory and office space in Vienna, Austria, which commenced on March 1, 2019, as amended, for a term of approximately 2 years terminating in April 2021. The annual base rent for the previous lease was approximately $154 thousand. In September 2020, the Company 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 following construction of laboratory and office space for a term of 7 years. The Company contributed $709 thousand to building improvements, which are classified as part of the right-of-use asset. The Company recorded a right-of-use asset and associated lease liabilities upon the commencement of the Vienna Lease in the first quarter of 2021. The annual base rent for the Vienna Lease, following a 6-month rent free period, will be approximately $300 thousand. 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 vacant building located in Boston, Massachusetts (“Boston Lease”). The office space is the Company’s current headquarters. Monthly rent payments under the Boston Lease commenced in May 2020. Base rental payments are approximately $1.0 million annually, plus certain operating expenses. The term of the Boston Lease will continue until November 2026, unless earlier terminated. The Company has the right to sublease the premises, subject to landlord consent and also has the right to renew the Boston Lease for an additional five years at the then prevailing effective market rental rate. The Company is required to maintain a security deposit in the form of a letter of credit for $1.1 million for the benefit of the landlord. 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 five years from the commencement date. The base rent is approximately $262 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 five-year term of the lease. 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 and amount equal to the lease payments in a similar economic environment. The components of lease expense for the three months ended March 31, 2021 and 2020 were as follows (dollars in thousands): For the Three Months Ended March 31, Lease Cost 2021 2020 Fixed operating lease cost $ 476 $ 218 Short-term lease costs 42 38 Total lease expense $ 518 $ 256 Other information Right-of-use asset obtained in exchange for operating lease liabilities $ 1,343 Operating cash flows from operating leases $ 323 $ 242 Sublease income $ 49 $ 48 Weighted-average remaining lease term—operating leases 5.6 years Weighted-average discount rate—operating leases 11.3 % Maturities of lease liabilities due under lease agreements that have commenced as of March 31, 2021 are as follows (in thousands) Maturity of lease liabilities Operating 2021 (remainder of the year) $ 1,087 2022 1,617 2023 1,645 2024 1,410 2025 1,438 Thereafter 1,737 Total lease payments 8,934 Less: interest (2,480) Total operating lease liabilities as of March 31, 2021 $ 6,454 |
Commitment and Contingencies
Commitment and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitment and Contingencies | COMMITMENTS AND CONTINGENCIES The Company has agreements with 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 condensed consolidated financial statements as of March 31, 2021 or December 31, 2020. 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 any legal proceedings. |
Common Stock Warrants
Common Stock Warrants | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Common Stock Warrants | COMMON STOCK WARRANTS 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 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 share, expire on April 15, 2024 and were immediately exercisable. The Class B warrants were immediately exercisable upon issuance, had an initial exercise price of $15.00 per share 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. The Class B warrants have a contingent price adjustment feature pursuant to which the exercise price of the Class B warrants is adjusted to the lowest weighted average offering price at which the Company sells its common stock or certain securities convertible into or exercisable for the Company's common stock in one or more subsequent offerings, if the weighted average offering price for such offering is below $15.00. On March 23, 2021, the Company completed a private placement sale of its common stock priced at $8.70. Accordingly, the exercise price of the Class B warrants was adjusted to $8.70. In addition, in connection with the April 16, 2019, November 29, 2019 and March 23, 2021 equity offerings, the Company issued 2,130,000, 1,750,000 and 50,000 prefunded warrants, respectively, for proceeds of $10.999, $11.999 and $8.69 per share, respectively. Each of the prefunded warrants is exercisable into one share of the Company's common stock and was immediately exercisable upon issuance. The April 2019 and November 2019 pre-funded warrants have a remaining exercise price of $0.001 per share and the March 2021 pre-funded warrants have a remaining exercise price of $0.01 per share. The following table provides a roll forward of outstanding warrants for the three month period ended March 31, 2021: Number of warrants Weighted Average Exercise Price Weighted Average Contractual Term (Years) Outstanding and exercisable warrants to purchase common shares as of December 31, 2020 13,354,403 $13.52 3.70 Issued 50,000 Exercised (1,073,000) Outstanding and exercisable warrants to purchase common shares as of March 31, 2021 12,331,403 $10.95 3.46 As of March 31, 2021, the Company’s outstanding warrants to purchase shares of common stock consisted of the following: Issuance Date Number of Exercise 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 1,057,000 $ 11.00 (a) n/a November 29, 2019 5,416,667 $ 8.70 November 28, 2024 November 29, 2019 1,750,000 $ 12.00 (b) n/a March 23, 2021 50,000 $ 8.70 (c) n/a 12,331,403 (a) In April 2019, the Company received $10.999 per pre-funded warrant, or $11.6 million in aggregate proceeds, for the 1,057,000 pre-funded warrants outstanding as of March 31, 2021. Each prefunded warrant may be exercised for an additional $0.001 per pre-funded warrant. (b) In November 2019, the Company received $11.999 per pre-funded warrant, or $21.0 million in aggregate proceeds. Each prefunded warrant may be exercised for an additional $0.001 per pre-funded warrant. |
Common Stock
Common Stock | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Common Stock | COMMON STOCK AND REDEEMABLE COMMON STOCK As of March 31, 2021 and December 31, 2020, the Company’s Restated Certificate of Incorporation authorized the Company to issue 125,000,000 shares of common stock, par value $0.001 per share. 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 any preferred stock that may be issued. 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. Private Placement— 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 closed on March 23, 2021 and the Company received gross proceeds of $55.0 million, before deducting offering expenses payable by the Company. Redeemable Common Stock— On March 18, 2021, the Company entered into an Option Agreement, which was amended on May 3, 2021 (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, by June 15, 2021, Abingworth Bioventures 8 may, at its option, require the Company to repurchase the common |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | STOCK-BASED COMPENSATION Summary of Plans— The Company has the following equity incentive plans: a. The X4 Pharmaceuticals Inc. 2015 Employee, Director and Consultant Equity Incentive Plan, as amended (the “2015 Plan”); b. The X4 Pharmaceuticals Inc. 2017 Equity Incentive Plan (the “2017 Plan”); c. The X4 Pharmaceuticals Inc. 2017 Employee Stock Purchase Plan (the “2017 ESPP”); and d. The X4 Pharmaceuticals Inc. 2019 Inducement Equity Incentive Plan (the “2019 Plan”) These plans are administered by the Board of Directors or by a committee of the Board of Directors. 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 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 to employees, directors and non-employees. Three Months Ended 2021 2020 Risk-free interest rate 0.9 % 1.0 % Expected term (in years) 6.0 6.0 Expected volatility 101.4 % 94.1 % Expected dividend yield 0 % 0 % Stock Options The following table summarizes the Company’s stock option activity for the three months ended March 31, 2021: Number of Weighted Weighted Aggregate Outstanding as of December 31, 2020 1,874,514 $ 12.94 8.3 $ 7 Granted 96,975 8.29 Exercised (5,860) 7.08 Forfeited (107,475) 15.78 Outstanding as of March 31, 2021 1,858,154 $ 12.55 8.2 $ 1,351 Exercisable as of March 31, 2021 800,205 $ 17.00 7.0 $ 476 Vested and expected to vest as of March 31, 2021 1,589,797 $ 12.90 8.0 $ 1,094 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 for those options that had exercise prices lower than the fair value of the Company’s common stock. The aggregate intrinsic value of stock options exercised during the three months ended March 31, 2021 and 2020 was $13 thousand and $35 thousand, respectively. The weighted average grant-date fair value per share of stock options granted during the three months ended March 31, 2021 and 2020 was $6.52 and $7.75, respectively. Restricted Stock Units— The following table summarizes the Company's restricted stock unit activity for the three months ended March 31, 2021: Number of Unvested as of December 31, 2020 572,460 Granted 590,812 Forfeited (27,853) Unvested as of March 31, 2021 1,135,419 During the three months ended March 31, 2021, the Company granted time-based restricted stock units to employees. These restricted stock units vest annually over three years. During the year ended December 31, 2020, the Company granted performance-based restricted stock units, which vest in part based on the Company’s achievement of operational milestones and over time thereafter for the subsequent two years as the grantee continues to provide services to the Company. As of March 31, 2021, two out of the four performance criteria had been met. 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 will update its estimates related to the probability and timing of achievement of the operational milestones each period until the award either vests or is forfeited. Stock-Based Compensation— As of March 31, 2021, total unrecognized compensation expense related to unvested stock options and restricted stock units was $10.7 million, which is expected to be recognized over a weighted average period of 2.5 years. Stock-based compensation expense was classified in the condensed consolidated statements of operations as follows: Three Months Ended 2021 2020 Research and development expense $ 577 $ 196 General and administrative expense 681 417 Total stock-based compensation $ 1,258 $ 613 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXESThe Company did not record a federal or state income tax benefit for its losses for the three months ended March 31, 2021 and 2020, due to the conclusion that a full valuation allowance is required against the Company’s U.S. federal and state deferred tax assets. For the three months ended March 31, 2021 and 2020, the Company recorded an income tax provision of $6 thousand and $148 thousand based related to certain foreign jurisdictions. |
Net Loss per Share
Net Loss per Share | 3 Months Ended |
Mar. 31, 2021 | |
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: Three Months Ended (in thousands, except per share data) 2021 2020 Numerator: Net loss $ (18,676) $ (11,138) Deemed dividend as a result of Class B warrant price reset (Note 10) (8,239) — Net loss attributable to common stockholders $ (26,915) $ (11,138) Denominator: Weighted average common shares outstanding—basic and diluted 20,751 20,014 Net loss per share attributable to common stockholders— basic and diluted $ (1.30) $ (0.56) The Company included 229,885 shares of redeemable common stock in its computation of basic and diluted weighted average common shares outstanding for the three months ended March 31, 2021 as these shares of common stock participated in losses similarly to other common stockholders. Basic and diluted weighted average common shares outstanding for the three months ended March 31, 2021 and March 31, 2020 also include the weighted average effect of 2,857,000 and 3,880,000 pre-funded warrants, respectively, for the purchase of common shares for which the remaining unfunded exercise price is $0.01 or less per share. The Company’s potentially dilutive securities include outstanding stock options, restricted stock units and warrants to purchase shares of common stock for the three months ended March 31, 2021 and 2020. All 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 common shares, presented based on amounts outstanding at each period end, 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: Three Months Ended 2021 2020 Options to purchase common stock 1,858,154 1,468,205 Unvested restricted stock units 1,135,419 101,519 Warrants to purchase common stock (excluding prefunded warrants, which are included in basic shares outstanding) 9,474,403 9,776,871 12,467,976 11,346,595 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation— The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, including X4 Pharmaceuticals (Austria) GmbH, which is incorporated in Vienna, Austria (“X4 Austria”), and X4 Therapeutics, Inc. All significant intercompany accounts and transactions have been eliminated. |
Unaudited Interim Financial Statements | Unaudited Interim Condensed Consolidated Financial Statements— The condensed consolidated balance sheet at December 31, 2020 that is presented in these interim condensed consolidated financial statements was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America (“GAAP”). The accompanying condensed consolidated financial statements are unaudited. The accompanying unaudited interim condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the SEC for interim financial statements. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and the notes thereto for the year ended December 31, 2020 included in the 2020 Annual Report. In the opinion of management, all adjustments, consisting only of normal recurring adjustments as necessary, for the fair statement of the Company’s condensed financial position, condensed results of its operations and cash flows have been made. The results of operations for the three months ended March 31, 2021 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2021. |
Use of Estimates | Use of Estimates— The preparation of the Company’s condensed 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 condensed consolidated financial statements, and the reported amounts of expenses during the reporting period. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, the accrual of research and development expenses, the impairment or lack of impairment of long-lived assets including operating lease right-of-use assets and goodwill, and the constraint of variable consideration from contracts with customers. 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. The COVID-19 pandemic has impacted and is expected to continue to impact the clinical development timelines for certain of the Company's clinical programs. As of the date of issuance of these condensed consolidated financial statements, the Company is not aware of any specific event or circumstance that would require the Company to update its estimates, assumptions and judgments or revise the carrying value of its assets or liabilities. Actual results could differ from those estimates, and any such differences may be material to the Company’s condensed consolidated financial statements. |
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 March 31, 2021 and December 31, 2020. |
Goodwill | Goodwill— Goodwill is tested 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. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“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, by eliminating certain required settlement criteria, such as the requirement that common shares issued upon exercise of a warrant not require an active registration statement. The Company adopted ASU 2020-06 on January 1, 2021 and the adoption of this guidance did not have an impact on its condensed consolidated financial statements and related disclosures. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 simplifies the accounting for income taxes, including the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted ASU 2019-12 on January 1, 2021 and the adoption of this guidance did not have a material impact on its condensed consolidated financial statements and related disclosures. Recently Issued Accounting Standards Not Yet Adopted In June 2016, the 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, |
Research and Development Expense, Policy |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Restricted Cash | Restricted Cash (in thousands) As of March 31, 2021 As of December 31, 2020 Letter of credit security: Cambridge lease $ — $ 264 Letter of credit security: Waltham lease 250 250 Letter of credit security: Vienna Austria lease 321 336 Letter of credit security: Boston lease 1,144 1,144 Total restricted cash $ 1,715 $ 1,994 Restricted cash included in prepaid expenses and other current assets $ — $ 264 Restricted cash included in other assets $ 1,715 $ 1,730 |
Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets to the sum of the total of amounts shown in the Company’s condensed consolidated statements of cash flows as of March 31, 2021, December 31, 2020, March 31, 2020 and December 31, 2019: (in thousands) March 31, 2021 December 31, 2020 March 31, 2020 December 31, 2019 Cash and cash equivalents $ 114,945 $ 78,708 $ 115,054 $ 126,184 Restricted cash, current portion — 264 — — Restricted cash, non-current 1,715 1,730 1,900 1,902 Total cash, cash equivalents and restricted cash $ 116,660 $ 80,702 $ 116,954 $ 128,086 |
Fair Value of Financial Asset_2
Fair Value of Financial Assets and Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value | 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 March 31, 2021 Using: (in thousands) Level 1 Level 2 Level 3 Total Assets: Cash equivalents—money market funds $ 14,816 $ 27,681 $ — $ 42,497 $ 14,816 $ 27,681 $ — $ 42,497 Liabilities: Embedded derivative liability $ — $ — $ 485 $ 485 $ — $ — $ 485 $ 485 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 |
Summary of Aggregate Fair Values of Warrant Liability and Derivative Liability | The following table provides a roll-forward of the aggregate fair values financial instruments for which fair values are determined using Level 3 inputs: (in thousands) Embedded Derivative Liability Balance as of December 31, 2020 $ 455 Change in fair value 30 Balance as of March 31, 2021 $ 485 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment, net consisted of the following: (in thousands) March 31, December 31, 2020 Leasehold improvements $ 228 $ 228 Furniture and fixtures 1,250 910 Computer equipment 152 47 Software 33 33 Lab equipment 505 293 2,168 1,511 Less: Accumulated depreciation and amortization (380) (274) $ 1,788 $ 1,237 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following: (in thousands) March 31, December 31, Accrued employee compensation and benefits $ 2,576 3,756 Accrued external research and development expenses 3,521 3,150 Accrued professional fees 683 627 Accrued issuance costs for private placement equity offering (Note 11) 3,484 — Other 442 485 $ 10,706 $ 8,018 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Summary of Long Term Debt | Long-term debt consisted of the following: (in thousands) March 31, December 31, Principal amount of long-term debt $ 32,500 $ 32,500 Debt discount, net of accretion 237 223 Cumulative accretion of final payment due at maturity 619 455 Long-term debt, including accretion $ 33,356 $ 33,178 |
Schedule of Future Principal Payments and the Final Payments Due | As of March 31, 2021, future principal payments and the final payment due under the 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) | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Schedule of Components of Lease Expense | The components of lease expense for the three months ended March 31, 2021 and 2020 were as follows (dollars in thousands): For the Three Months Ended March 31, Lease Cost 2021 2020 Fixed operating lease cost $ 476 $ 218 Short-term lease costs 42 38 Total lease expense $ 518 $ 256 Other information Right-of-use asset obtained in exchange for operating lease liabilities $ 1,343 Operating cash flows from operating leases $ 323 $ 242 Sublease income $ 49 $ 48 Weighted-average remaining lease term—operating leases 5.6 years Weighted-average discount rate—operating leases 11.3 % |
Schedule of Maturities of Lease Liabilities | Maturities of lease liabilities due under lease agreements that have commenced as of March 31, 2021 are as follows (in thousands) Maturity of lease liabilities Operating 2021 (remainder of the year) $ 1,087 2022 1,617 2023 1,645 2024 1,410 2025 1,438 Thereafter 1,737 Total lease payments 8,934 Less: interest (2,480) Total operating lease liabilities as of March 31, 2021 $ 6,454 |
Common Stock Warrants (Tables)
Common Stock Warrants (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Schedule of Warrants | The following table provides a roll forward of outstanding warrants for the three month period ended March 31, 2021: Number of warrants Weighted Average Exercise Price Weighted Average Contractual Term (Years) Outstanding and exercisable warrants to purchase common shares as of December 31, 2020 13,354,403 $13.52 3.70 Issued 50,000 Exercised (1,073,000) Outstanding and exercisable warrants to purchase common shares as of March 31, 2021 12,331,403 $10.95 3.46 As of March 31, 2021, the Company’s outstanding warrants to purchase shares of common stock consisted of the following: Issuance Date Number of Exercise 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 1,057,000 $ 11.00 (a) n/a November 29, 2019 5,416,667 $ 8.70 November 28, 2024 November 29, 2019 1,750,000 $ 12.00 (b) n/a March 23, 2021 50,000 $ 8.70 (c) n/a 12,331,403 (a) In April 2019, the Company received $10.999 per pre-funded warrant, or $11.6 million in aggregate proceeds, for the 1,057,000 pre-funded warrants outstanding as of March 31, 2021. Each prefunded warrant may be exercised for an additional $0.001 per pre-funded warrant. (b) In November 2019, the Company received $11.999 per pre-funded warrant, or $21.0 million in aggregate proceeds. Each prefunded warrant may be exercised for an additional $0.001 per pre-funded warrant. |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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 to employees, directors and non-employees. Three Months Ended 2021 2020 Risk-free interest rate 0.9 % 1.0 % Expected term (in years) 6.0 6.0 Expected volatility 101.4 % 94.1 % Expected dividend yield 0 % 0 % |
Summary of Stock Option Activity | The following table summarizes the Company’s stock option activity for the three months ended March 31, 2021: Number of Weighted Weighted Aggregate Outstanding as of December 31, 2020 1,874,514 $ 12.94 8.3 $ 7 Granted 96,975 8.29 Exercised (5,860) 7.08 Forfeited (107,475) 15.78 Outstanding as of March 31, 2021 1,858,154 $ 12.55 8.2 $ 1,351 Exercisable as of March 31, 2021 800,205 $ 17.00 7.0 $ 476 Vested and expected to vest as of March 31, 2021 1,589,797 $ 12.90 8.0 $ 1,094 |
Share-based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity | Restricted Stock Units— The following table summarizes the Company's restricted stock unit activity for the three months ended March 31, 2021: Number of Unvested as of December 31, 2020 572,460 Granted 590,812 Forfeited (27,853) Unvested as of March 31, 2021 1,135,419 |
Summary of Stock-Based Compensation Expense Classification | Stock-based compensation expense was classified in the condensed consolidated statements of operations as follows: Three Months Ended 2021 2020 Research and development expense $ 577 $ 196 General and administrative expense 681 417 Total stock-based compensation $ 1,258 $ 613 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Summary of Basic and Diluted Net Loss per Share Attributable to Common Stockholders | Basic and diluted net loss per share attributable to common stockholders was calculated as follow: Three Months Ended (in thousands, except per share data) 2021 2020 Numerator: Net loss $ (18,676) $ (11,138) Deemed dividend as a result of Class B warrant price reset (Note 10) (8,239) — Net loss attributable to common stockholders $ (26,915) $ (11,138) Denominator: Weighted average common shares outstanding—basic and diluted 20,751 20,014 Net loss per share attributable to common stockholders— basic and diluted $ (1.30) $ (0.56) |
Schedule of Anti-dilutive Securities Excluded from Computation of Diluted Net Loss per Share Attributable to Common Stockholders | The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, 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: Three Months Ended 2021 2020 Options to purchase common stock 1,858,154 1,468,205 Unvested restricted stock units 1,135,419 101,519 Warrants to purchase common stock (excluding prefunded warrants, which are included in basic shares outstanding) 9,474,403 9,776,871 12,467,976 11,346,595 |
Nature of the Business and Ba_2
Nature of the Business and Basis of Presentation - Additional Information (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 114,945 | $ 78,708 | $ 115,054 | $ 126,184 |
Accumulated deficit | $ (212,851) | $ (194,175) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Compensating Balance Arrangements (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Cash and Cash Equivalents [Line Items] | ||||
Total restricted cash | $ 1,715 | $ 1,730 | $ 1,900 | $ 1,902 |
Restricted Cash | 1,715 | 1,994 | ||
Restricted cash, current portion | 0 | 264 | $ 0 | $ 0 |
Letter of Credit | Cambridge Lease Agreement | ||||
Cash and Cash Equivalents [Line Items] | ||||
Restricted Cash | 0 | 264 | ||
Letter of Credit | Waltham Lease | ||||
Cash and Cash Equivalents [Line Items] | ||||
Restricted Cash | 250 | 250 | ||
Letter of Credit | Vienna Austria Lease | ||||
Cash and Cash Equivalents [Line Items] | ||||
Restricted Cash | 321 | 336 | ||
Letter of Credit | Allston Lease Agreement | ||||
Cash and Cash Equivalents [Line Items] | ||||
Restricted Cash | $ 1,144 | $ 1,144 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 114,945 | $ 78,708 | $ 115,054 | $ 126,184 |
Restricted cash, current portion | 0 | 264 | 0 | 0 |
Restricted cash, non-current | 1,715 | 1,730 | 1,900 | 1,902 |
Total cash, cash equivalents and restricted cash | $ 116,660 | $ 80,702 | $ 116,954 | $ 128,086 |
License, Collaboration, and F_2
License, Collaboration, and Funding Agreements - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Collaboration License And Funding Arrangements [Line Items] | ||
Other income | $ 186 | $ 41 |
Research and Development Incentive | ||
Collaboration License And Funding Arrangements [Line Items] | ||
Grant receivable | 800 | |
Other income | $ 281 | $ 86 |
Fair Value of Financial Asset_3
Fair Value of Financial Assets and Liabilities - Schedule of Assets and Liabilities Measured at Fair Value (Detail) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Fair Value, Measurements, Recurring | ||
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | ||
Cash equivalents | $ 42,497,000 | $ 44,834,000 |
Fair value of derivative liability | 485,000 | 455,000 |
Fair Value, Measurements, Recurring | Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | ||
Cash equivalents | 14,816,000 | 16,816,000 |
Fair value of derivative liability | 0 | 0 |
Fair Value, Measurements, Recurring | Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | ||
Cash equivalents | 27,681,000 | 28,018,000 |
Fair value of derivative liability | 0 | 0 |
Fair Value, Measurements, Recurring | Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Fair value of derivative liability | 485,000 | $ 455,000 |
Measurement Input, Discount Rate | ||
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | ||
Fair value of derivative liability | $ 0.14 |
Fair Value of Financial Asset_4
Fair Value of Financial Assets and Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value | $ 485 | $ 455 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings | $ 30 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 2,168 | $ 1,511 |
Less: Accumulated depreciation and amortization | (380) | (274) |
Property and equipment, net | 1,788 | 1,237 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 228 | 228 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,250 | 910 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 152 | 47 |
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 | $ 505 | $ 293 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization expense | $ 106 | $ 36 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued employee compensation and benefits | $ 2,576 | $ 3,756 |
Accrued external research and development expenses | 3,521 | 3,150 |
Accrued professional fees | 683 | 627 |
Accrued issuance costs for private placement equity offering (Note 11) | 3,484 | 0 |
Other | 442 | 485 |
Total accrued expenses | $ 10,706 | $ 8,018 |
Long-Term Debt - Summary of Lon
Long-Term Debt - Summary of Long Term Debt (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
Principal amount of long-term debt | $ 32,500 | $ 32,500 |
Debt discount, net of accretion | 237 | 223 |
Cumulative accretion of final payment due at maturity | 619 | 455 |
Long-term debt, including accretion | $ 33,356 | $ 33,178 |
Long Term Debt - Hercules Loan
Long Term Debt - Hercules Loan Agreement - Additional Information (Detail) - USD ($) | Jul. 01, 2024 | Jul. 01, 2022 | Jan. 01, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 |
Schedule Of Long Term Debt [Line Items] | ||||||
Loss on extinguishment of debt | $ 0 | $ (162,000) | ||||
Hercules Loan Agreement | ||||||
Schedule Of Long Term Debt [Line Items] | ||||||
Proceeds from lines of credit | $ 32,500,000 | |||||
Line of credit facility, maximum borrowing capacity | $ 50,000,000 | 50,000,000 | ||||
Debt instrument variable percentage | 8.75% | |||||
Interest rate increase percentage | 4.00% | |||||
Contingent additional term loan advances, tranche two | $ 7,500,000 | 7,500,000 | ||||
Contingent additional term loan advances, tranche three | 10,000,000 | $ 10,000,000 | ||||
Interest expense, debt | 900,000 | 600,000 | ||||
Amortization of debt discount | $ 200,000 | $ 100,000 | ||||
Effective interest rate of loan | 10.70% | 10.70% | ||||
Principal payments | $ 0 | |||||
Hercules Loan Agreement | Subsequent Event | ||||||
Schedule Of Long Term Debt [Line Items] | ||||||
Line of credit facility periodic payment | $ 800,000 | $ 1,300,000 | $ 800,000 | |||
Hercules Loan Agreement | Prime Rate | ||||||
Schedule Of Long Term Debt [Line Items] | ||||||
Debt instrument variable percentage | 6.00% | |||||
Hercules Loan Agreement | Maximum | Period One | ||||||
Schedule Of Long Term Debt [Line Items] | ||||||
Debt instrument prepayment premium, percentage | 2.00% | 2.00% | ||||
Hercules Loan Agreement | Maximum | Period Two | ||||||
Schedule Of Long Term Debt [Line Items] | ||||||
Debt instrument prepayment premium, percentage | 1.00% | 1.00% | ||||
Hercules Loan Agreement | Maximum | Period Three | ||||||
Schedule Of Long Term Debt [Line Items] | ||||||
Debt instrument prepayment premium, percentage | 0.50% | 0.50% |
Long-Term Debt - Schedule of Fu
Long-Term Debt - Schedule of Future Principal Payments and the Final Payments Due (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
44561 | $ 0 | |
2022 | 0 | |
2023 | 21,185 | |
2024 | 11,315 | |
Principal amount of long-term debt | $ 32,500 | $ 32,500 |
Leases - Additional Information
Leases - Additional Information (Detail) $ in Thousands | Nov. 11, 2019USD ($)ft² | Mar. 31, 2021USD ($)m²ft² | Dec. 31, 2020USD ($) |
Lessee, Lease, Description [Line Items] | |||
Operating lease, liability | $ 6,454 | ||
Right-of-use assets | $ 9,788 | $ 7,960 | |
Waltham Lease | |||
Lessee, Lease, Description [Line Items] | |||
Current office space under lease agreement | ft² | 6,000 | ||
Operating lease expiration (years) | 5 years | ||
Current base rent | $ 262 | ||
Lease, term of contract (years) | 5 years | ||
Vienna Lease | |||
Lessee, Lease, Description [Line Items] | |||
Current office space under lease agreement | m² | 400 | ||
Current base rent | $ 154 | ||
Lease, term of contract (years) | 2 years | ||
Office space | m² | 1,200 | ||
Lease not yet commenced, term of contract | 7 years | ||
Building improvements | $ 709 | ||
Annual base rent | 300 | ||
Allston Lease | |||
Lessee, Lease, Description [Line Items] | |||
Current office space under lease agreement | ft² | 28,000 | ||
Lease not yet commenced | $ 1,000 | ||
Lease, renewal term of contract (years) | 5 years | ||
Security deposit liability | $ 1,100 |
Leases - Schedule of Components
Leases - Schedule of Components of Lease Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Leases [Abstract] | ||
Fixed operating lease cost | $ 476 | $ 218 |
Short-term lease costs | 42 | 38 |
Total lease expense | 518 | 256 |
Right-of-use asset obtained in exchange for operating lease liabilities | 1,343 | |
Operating cash flows from operating leases | 323 | 242 |
Sublease income | $ 49 | $ 48 |
Weighted-average remaining lease term-operating leases (in years) | 5 years 7 months 6 days | |
Weighted-average discount rate-operating leases | 11.30% |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Lease Liabilities (Detail) $ in Thousands | Mar. 31, 2021USD ($) |
Leases [Abstract] | |
2020 | $ 1,087 |
2021 | 1,617 |
2022 | 1,645 |
2023 | 1,410 |
2024 | 1,438 |
2025 | 1,737 |
Total lease payments | 8,934 |
Less: interest | (2,480) |
Operating lease, liability | $ 6,454 |
Commitment and Contingencies -
Commitment and Contingencies - Additional Information (Detail) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Indemnification Agreements | ||
Contingencies And Commitments [Line Items] | ||
Accrued liabilities | $ 0 | $ 0 |
Common Stock Warrants - Additio
Common Stock Warrants - Additional Information (Detail) - $ / shares | Nov. 29, 2019 | Nov. 26, 2019 | Apr. 16, 2019 | Mar. 31, 2021 | Mar. 23, 2021 | Dec. 31, 2020 | Apr. 30, 2019 |
Class of Stock [Line Items] | |||||||
Issued | 50,000 | ||||||
Warrant exercise price (usd per share) | $ 10.999 | ||||||
Class of warrants or rights expiration period (in years) | 30 days | ||||||
Common stock, par value (in usd per share) | $ 0.001 | $ 0.001 | |||||
Number of Shares of Common Stock Issuable (in shares) | 12,331,403 | 13,354,403 | |||||
Class A Warrant | |||||||
Class of Stock [Line Items] | |||||||
Issued | 3,900,000 | ||||||
Warrant exercise price (usd per share) | $ 13.20 | ||||||
Class B Warrants | |||||||
Class of Stock [Line Items] | |||||||
Issued | 5,416,667 | ||||||
Warrant exercise price (usd per share) | $ 15 | $ 8.70 | |||||
Pre Funded Warrant | |||||||
Class of Stock [Line Items] | |||||||
Issued | 1,750,000 | 2,130,000 | |||||
Warrant exercise price (usd per share) | $ 11.999 | $ 10.999 | |||||
Number of warrants for purchase of convertible preferred shares (in shares) | 1 | ||||||
Common stock, par value (in usd per share) | $ 0.001 |
Common Stock Warrants - Schedul
Common Stock Warrants - Schedule of Outstanding Warrants (Detail) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Warrants [Roll Forward] | ||
Outstanding and exercisable warrants to purchase common shares as of December 31, 2020 | 13,354,403 | |
Issued | 50,000 | |
Exercised | (1,073,000) | |
Number of warrants, Outstanding and exercisable warrants, Ending Balance (in shares) | 12,331,403 | 13,354,403 |
Warrants, Weighted Average Exercise Price [Roll Forward] | ||
Weighted Average Exercise Price, Outstanding and exercisable warrants, Beginning Balance (in usd per share) | $ 13.52 | |
Weighted Average Exercise Price, Outstanding and exercisable warrants, Ending Balance (in usd per share) | $ 10.95 | $ 13.52 |
Weighted Average Contractual Term (Years) | 3 years 5 months 15 days | 3 years 8 months 12 days |
Common Stock Warrants - Summary
Common Stock Warrants - Summary of Outstanding Warrants to Purchase Shares of Common Stock (Detail) - USD ($) $ / shares in Units, $ in Thousands | Mar. 31, 2021 | Mar. 23, 2021 | Dec. 31, 2020 | Nov. 29, 2019 | Apr. 30, 2019 | Apr. 16, 2019 |
Class of Warrant or Right [Line Items] | ||||||
Number of Shares of Common Stock Issuable (in shares) | 12,331,403 | 13,354,403 | ||||
Exercise Price (usd per share) | $ 10.999 | |||||
Class Of Warrant Or Right. Aggregate Proceeds From Warrants Issued | $ 435 | $ 21,000 | $ 11,600 | |||
Class of Warrant or Right, Additional Exercise Price of Warrants or Rights | $ 0.01 | $ 0.001 | $ 0.001 | |||
Funded | ||||||
Class of Warrant or Right [Line Items] | ||||||
Exercise Price (usd per share) | 8.69 | |||||
Pre Funded Warrant | ||||||
Class of Warrant or Right [Line Items] | ||||||
Exercise Price (usd per share) | 11.999 | $ 10.999 | ||||
Class B Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Exercise Price (usd per share) | $ 8.70 | 15 | ||||
Class A Warrant | ||||||
Class of Warrant or Right [Line Items] | ||||||
Exercise Price (usd per share) | $ 13.20 | |||||
Issuance On October 25, 2016 | ||||||
Class of Warrant or Right [Line Items] | ||||||
Exercise Price (usd per share) | $ 19.78 | |||||
Issuance On October 25, 2016 | Legacy Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Number of Shares of Common Stock Issuable (in shares) | 5,155 | |||||
Issuance On December 28, 2017 One | ||||||
Class of Warrant or Right [Line Items] | ||||||
Exercise Price (usd per share) | $ 19.78 | |||||
Issuance On December 28, 2017 One | Legacy Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Number of Shares of Common Stock Issuable (in shares) | 115,916 | |||||
Issuance On September 12, 2018 | ||||||
Class of Warrant or Right [Line Items] | ||||||
Exercise Price (usd per share) | $ 19.78 | |||||
Issuance On September 12, 2018 | Legacy Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Number of Shares of Common Stock Issuable (in shares) | 25,275 | |||||
Issuance On September 12, 2018 One | ||||||
Class of Warrant or Right [Line Items] | ||||||
Exercise Price (usd per share) | $ 19.78 | |||||
Issuance On September 12, 2018 One | Legacy Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Number of Shares of Common Stock Issuable (in shares) | 20,220 | |||||
Issuance On October 19, 2018 | ||||||
Class of Warrant or Right [Line Items] | ||||||
Exercise Price (usd per share) | $ 19.78 | |||||
Issuance On October 19, 2018 | Legacy Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Number of Shares of Common Stock Issuable (in shares) | 20,016 | |||||
Issuance On March 13, 2019 | ||||||
Class of Warrant or Right [Line Items] | ||||||
Exercise Price (usd per share) | $ 19.78 | |||||
Issuance On March 13, 2019 | Legacy Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Number of Shares of Common Stock Issuable (in shares) | 5,000 | |||||
Issuance On April 16, 2019 | ||||||
Class of Warrant or Right [Line Items] | ||||||
Exercise Price (usd per share) | $ 13.20 | |||||
Issuance On April 16, 2019 | Class A Warrant | ||||||
Class of Warrant or Right [Line Items] | ||||||
Number of Shares of Common Stock Issuable (in shares) | 3,866,154 | |||||
Issuance On April 16, 2019 One | ||||||
Class of Warrant or Right [Line Items] | ||||||
Exercise Price (usd per share) | $ 11 | |||||
Issuance On April 16, 2019 One | Pre Funded Warrant | ||||||
Class of Warrant or Right [Line Items] | ||||||
Number of Shares of Common Stock Issuable (in shares) | 1,057,000 | 1,057,000 | ||||
Issuance On November 29, 2019 | ||||||
Class of Warrant or Right [Line Items] | ||||||
Exercise Price (usd per share) | $ 8.70 | |||||
Issuance On November 29, 2019 | Class B Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Number of Shares of Common Stock Issuable (in shares) | 5,416,667 | |||||
Issuance On November 29, 2019 One | ||||||
Class of Warrant or Right [Line Items] | ||||||
Exercise Price (usd per share) | $ 12 | |||||
Issuance On November 29, 2019 One | Pre Funded Warrant | ||||||
Class of Warrant or Right [Line Items] | ||||||
Number of Shares of Common Stock Issuable (in shares) | 1,750,000 | |||||
Issuance On March 23, 2021 | ||||||
Class of Warrant or Right [Line Items] | ||||||
Exercise Price (usd per share) | $ 8.70 | |||||
Issuance On March 23, 2021 | Pre Funded Warrant | ||||||
Class of Warrant or Right [Line Items] | ||||||
Number of Shares of Common Stock Issuable (in shares) | 50,000 | |||||
Pre Funded Warrant | ||||||
Class of Warrant or Right [Line Items] | ||||||
Exercise Price (usd per share) | $ 11.999 |
Common Stock, Redeemable Common
Common Stock, Redeemable Common Stock, and Convertible Preferred Stock (converted to Common Stock) - Additional Information (Detail) | Mar. 23, 2021USD ($)$ / shares | Mar. 31, 2021USD ($)vote$ / sharesshares | Dec. 31, 2020$ / shares | Nov. 29, 2019$ / shares | Apr. 30, 2019$ / shares |
Common stock and redeemable common stock details [Line Items] | |||||
Common stock, par value (in usd per share) | $ 0.001 | $ 0.001 | |||
Common stock, authorized shares | shares | 125,000,000 | ||||
Number of votes per share | vote | 1 | ||||
Dividends on common stock declared or paid | $ | $ 0 | ||||
Stock Issued During Period, Shares, New Issues | shares | 6,271,836 | ||||
Class of warrant or right, warrants to purchase of common stock (in shares) | shares | 50,000 | ||||
Sale of stock, price per share (in usd per share) | $ 8.70 | ||||
Warrant exercise price (usd per share) | $ 10.999 | ||||
Class of Warrant or Right, Additional Exercise Price of Warrants or Rights | $ 0.01 | $ 0.001 | $ 0.001 | ||
Proceeds From Issuance Of Common Stock Before Underwriting Discounts Commissions And Other Expenses | $ | $ 55,000,000 | ||||
Funded | |||||
Common stock and redeemable common stock details [Line Items] | |||||
Warrant exercise price (usd per share) | $ 8.69 | ||||
Redeemable Common Stock | |||||
Common stock and redeemable common stock details [Line Items] | |||||
Proceeds From Issuance Of Common Stock Before Underwriting Discounts Commissions And Other Expenses | $ | $ 2,000,000 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Maximum percentage of fair market value of common stock | 100.00% | |
Aggregate intrinsic value, options exercised | $ 13 | $ 35 |
Options granted, weighted average grant date fair value (in usd per share) | $ 6.52 | $ 7.75 |
Share based compensation, restricted stock units granted (in shares) | 590,812 | |
Employee Stock Option | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expiration period (in years) | 10 years | |
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 | |
Non-Statutory Options | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares based compensation, vested period (in years) | 4 years | |
Non-Statutory Options | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares based compensation, vested period (in years) | 3 years | |
Restricted Stock Units (RSUs) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation cost of stock based awards | $ 10,700 | |
Unrecognized compensation cost of stock based awards, recognition period | 2 years 6 months | |
2019 Equity Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares reserved for issuance | 574,000 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Assumptions Used in Black-Scholes Option-Pricing Model to Determine Grant-date Fair Value of Stock Options Granted (Detail) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Risk-free interest rate (in percentage) | 0.90% | 1.00% |
Expected term (in years) | 6 years | 6 years |
Expected volatility (in percentage) | 101.40% | 94.10% |
Expected dividend yield (in percentage) | 0.00% | 0.00% |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Number of Shares | ||
Beginning balance (in shares) | 1,874,514 | |
Granted (in shares) | 96,975 | |
Exercised (in shares) | (5,860) | |
Forfeited (in shares) | (107,475) | |
Ending balance (in shares) | 1,858,154 | 1,874,514 |
Number of shares Options, Exercisable (in shares) | 800,205 | |
Number of shares Options, Vested and expected to vest (in shares) | 1,589,797 | |
Weighted Average Exercise Price | ||
Beginning balance (in usd per share) | $ 12.94 | |
Granted (in usd per share) | 8.29 | |
Exercised (in usd per share) | 7.08 | |
Forfeited (in usd per share) | 15.78 | |
Ending balance (in usd per share) | 12.55 | $ 12.94 |
Weighted average exercise price, Exercisable (in usd per share) | 17 | |
Weighted average exercise price, Vested and expected to vest (in usd per share) | $ 12.90 | |
Weighted average contractual term outstanding (in years) | 8 years 2 months 12 days | 8 years 3 months 18 days |
Weighted average contractual term outstanding, Exercisable (in years) | 7 years | |
Weighted average contractual term outstanding, Vested and expected to vest (in years) | 8 years | |
Aggregate intrinsic value, Beginning balance | $ 7 | |
Aggregate intrinsic value, Ending balance | 1,351 | $ 7 |
Aggregate intrinsic value, exercisable | 476 | |
Aggregate intrinsic value, vested and expected to vest | $ 1,094 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) | 3 Months Ended |
Mar. 31, 2021shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Granted (in shares) | 590,812 |
Forfeited (in shares) | (27,853) |
Nonvested ending balance (in shares) | 1,135,419 |
Restricted Stock Units (RSUs) | |
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) | 572,460 |
Stock-Based Compensation Summar
Stock-Based Compensation Summary of Stock-Based Compensation Expense Classification (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation | $ 1,258 | $ 613 |
Research and development expense | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation | 577 | 196 |
General and administrative expense | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation | $ 681 | $ 417 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Federal income tax benefit | $ 0 | $ 0 |
State income tax benefit | 0 | 0 |
Provision for income taxes | $ 6 | $ 148 |
Net Loss per Share - Summary of
Net Loss per Share - Summary of Basic and Diluted Net loss per Share Attributable to Common Stockholders (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Numerator: | ||
Net loss | $ (18,676) | $ (11,138) |
Dividends, Paid-in-kind | (8,239) | 0 |
Net loss attributable to common stockholders | $ (26,915) | $ (11,138) |
Denominator: | ||
Weighted average common shares outstanding—basic and diluted (in shares) | 20,751,000 | 20,014,000 |
Net loss per share attributable to common stockholders—basic and diluted | $ (1.30) | $ (0.56) |
Net Loss per Share - Additional
Net Loss per Share - Additional Information (Detail) - $ / shares | 3 Months Ended | ||||
Mar. 31, 2021 | Mar. 31, 2020 | Nov. 29, 2019 | Apr. 30, 2019 | Apr. 16, 2019 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||
Weighted average common shares outstanding—basic and diluted (in shares) | 20,751,000 | 20,014,000 | |||
Exercise Price (usd per share) | $ 10.999 | ||||
Pre Funded Warrant | |||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||
Weighted average common shares outstanding—basic and diluted (in shares) | 2,857,000 | 3,880,000 | |||
Exercise Price (usd per share) | $ 11.999 | $ 10.999 | |||
Pre Funded Warrant | Maximum | |||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||
Exercise Price (usd per share) | $ 0.01 | ||||
Redeemable Common Stock | |||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||
Weighted average common shares outstanding—basic and diluted (in shares) | 229,885 |
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 (Detail) - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of diluted net loss per share (in shares) | 12,467,976 | 11,346,595 |
Employee Stock Option | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of diluted net loss per share (in shares) | 1,858,154 | 1,468,205 |
Restricted Stock Units (RSUs) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of diluted net loss per share (in shares) | 1,135,419 | 101,519 |
Warrant | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of diluted net loss per share (in shares) | 9,474,403 | 9,776,871 |