Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | May 08, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | REGULUS THERAPEUTICS INC. | |
Entity Central Index Key | 0001505512 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 27,608,783 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity Interactive Data Current | Yes |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 28,052 | $ 34,121 |
Contract and other receivables | 676 | 1,141 |
Prepaid materials, net | 3,924 | 3,924 |
Prepaid expenses and other current assets | 955 | 1,221 |
Total current assets | 33,607 | 40,407 |
Property and equipment, net | 801 | 921 |
Intangibles, net | 159 | 266 |
Other assets | 439 | 487 |
Total assets | 35,006 | 42,081 |
Current liabilities: | ||
Accounts payable | 1,030 | 1,321 |
Accrued liabilities | 860 | 917 |
Accrued compensation | 532 | 1,676 |
Current portion of term loan, less debt issuance costs | 14,636 | 14,631 |
Current portion of contract liabilities | 0 | 6 |
Other current liabilities | 2,728 | 3,047 |
Total current liabilities | 19,786 | 21,598 |
Other long-term liabilities | 318 | 468 |
Total liabilities | 20,104 | 22,066 |
Stockholders’ equity (deficit): | ||
Common stock, $0.001 par value; 200,000,000 shares authorized, 27,608,783 and 21,018,663 shares issued and outstanding at March 31, 2020 (unaudited) and December 31, 2019, respectively | 22 | 21 |
Additional paid-in capital | 432,129 | 431,305 |
Accumulated deficit | (417,252) | (411,315) |
Total stockholders’ equity | 14,902 | 20,015 |
Total liabilities and stockholders’ equity | 35,006 | 42,081 |
Class A-1 Convertible Preferred Stock | ||
Stockholders’ equity (deficit): | ||
Class A-1 convertible preferred stock, $0.001 par value; 415,898 shares authorized, issued and outstanding at March 31, 2020 (unaudited) and December 31, 2019, respectively | 1 | 1 |
Class A-2 Convertible Preferred Stock | ||
Stockholders’ equity (deficit): | ||
Class A-1 convertible preferred stock, $0.001 par value; 415,898 shares authorized, issued and outstanding at March 31, 2020 (unaudited) and December 31, 2019, respectively | $ 2 | $ 3 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 27,608,783 | 21,018,663 |
Common stock, shares outstanding | 27,608,783 | 21,018,663 |
Class A-1 Convertible Preferred Stock | ||
Preferred stock, shares issued | $ 0.001 | $ 0.001 |
Preferred stock, shares outstanding | 415,898 | 415,898 |
Preferred stock, shares issued | 415,898 | 415,898 |
Preferred stock, shares outstanding | 415,898 | 415,898 |
Class A-2 Convertible Preferred Stock | ||
Preferred stock, shares issued | $ 0.001 | $ 0.001 |
Preferred stock, shares outstanding | 3,288,390 | 3,288,390 |
Preferred stock, shares issued | 3,228,390 | 3,288,390 |
Preferred stock, shares outstanding | 2,631,708 | 3,288,390 |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Common stock | Additional paid-in capital | Accumulated deficit | Convertible Preferred Stock [Member] |
Beginning balance (in shares) at Dec. 31, 2018 | 8,818,019 | 0 | |||
Beginning balance at Dec. 31, 2018 | $ (5,854) | $ 9 | $ 386,860 | $ (392,723) | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon vesting of restricted stock units (in shares) | 93,648 | ||||
Issuance of common stock under Employee Stock Purchase Plan (in shares) | 2,369 | ||||
Issuance of common stock under Employee Stock Purchase Plan | 2 | 2 | |||
Issuance of common stock upon sales using ATM (in shares) | 1,903,880 | ||||
Issuance of common stock through ATM | 2,084 | $ 2 | 2,082 | ||
Stock-based compensation expense | 959 | 959 | |||
Net loss | (3,260) | (3,260) | |||
Ending balance (in shares) at Mar. 31, 2019 | 10,817,916 | 0 | |||
Ending balance at Mar. 31, 2019 | (6,069) | $ 11 | 389,903 | (395,983) | $ 0 |
Beginning balance (in shares) at Dec. 31, 2019 | 21,018,663 | 3,704,288 | |||
Beginning balance at Dec. 31, 2019 | 20,015 | $ 21 | 431,305 | (411,315) | $ 4 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon vesting of restricted stock units (in shares) | 21,166 | ||||
Issuance of common stock upon exercise of options (in shares) | 468 | ||||
Issuance of common stock under Employee Stock Purchase Plan (in shares) | 1,666 | ||||
Issuance of common stock under Employee Stock Purchase Plan | 1 | 1 | |||
Conversions of convertible preferred stock (in shares) | 6,566,820 | (656,682) | |||
Conversions of convertible preferred stock | $ 1 | $ (1) | |||
Stock-based compensation expense | 823 | 823 | |||
Net loss | (5,937) | (5,937) | |||
Ending balance (in shares) at Mar. 31, 2020 | 27,608,783 | 3,047,606 | |||
Ending balance at Mar. 31, 2020 | $ 14,902 | $ 22 | $ 432,129 | $ (417,252) | $ 3 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenues: | ||
Total revenues | $ 6 | $ 6,778 |
Operating expenses: | ||
Research and development | 3,119 | 5,983 |
General and administrative | 2,422 | 3,533 |
Total operating expenses | 5,541 | 9,516 |
Loss from operations | (5,535) | (2,738) |
Other income (expense): | ||
Interest and other income | 79 | 56 |
Interest and other expense | (489) | (578) |
Loss before income taxes | (5,945) | (3,260) |
Income tax benefit | 8 | 0 |
Net loss and comprehensive loss | $ (5,937) | $ (3,260) |
Net loss per share, basic and diluted (in dollars per share) | $ (0.25) | $ (0.31) |
Weighted average shares used to compute basic and diluted net loss per share (in shares) | 24,064,373 | 10,379,830 |
Revenue under collaborations | ||
Revenues: | ||
Total revenues | $ 6 | $ 6,778 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Operating activities | ||
Net loss | $ (5,937) | $ (3,260) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization expense | 126 | 502 |
Stock-based compensation | 823 | 959 |
Gain on reduction of lease liability | 0 | 1,317 |
Other | 105 | 139 |
Change in operating assets and liabilities: | ||
Contracts and other receivables | 466 | (2,766) |
Prepaid materials | 0 | 368 |
Prepaid expenses and other assets | 313 | 532 |
Accounts payable | (291) | 936 |
Accrued liabilities | (57) | 120 |
Accrued compensation | (1,144) | 314 |
Contract liabilities | (6) | (2,518) |
Other liabilities | (400) | (1,076) |
Net cash used in operating activities | (6,002) | (4,433) |
Investing activities | ||
Sales of property and equipment | 0 | 161 |
Net cash provided by investing activities | 0 | 161 |
Financing activities | ||
Proceeds from issuance of common stock, net | 1 | 2,086 |
Principal payments on term loan | 0 | (1,364) |
Payments on financing leases | (68) | (65) |
Net cash (used in) provided by financing activities | (67) | 657 |
Net decrease in cash and cash equivalents | (6,069) | (3,615) |
Cash and cash equivalents at beginning of period | 34,121 | 13,935 |
Cash and cash equivalents at end of period | 28,052 | 10,320 |
Supplemental disclosure of cash flow information | ||
Interest paid | $ (384) | $ (437) |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In management’s opinion, the accompanying financial statements reflect all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the results for the interim periods presented. Interim financial results are not necessarily indicative of results anticipated for the full year. These unaudited condensed financial statements should be read in conjunction with the audited financial statements and footnotes included in our Annual Report on Form 10-K for the year ended December 31, 2019 , from which the balance sheet information herein was derived. As of March 31, 2020 , we had 21 employees. Liquidity The accompanying financial statements have been prepared on a basis which assumes we are a going concern, and does not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from any uncertainty related to our ability to continue as a going concern. Through the date of the issuance of these financial statements, we have principally been financed through proceeds received from the sale of our common stock and other equity securities, debt financings, up-front payments and milestones received from collaboration agreements, totaling $454.1 million . As of March 31, 2020, we had approximately $28.1 million of cash and cash equivalents. Based on our operating plans, we believe our cash and cash equivalents may not be sufficient to fund our operations for the period one year following the issuance of these financial statements. As a result, there is substantial doubt about our ability to continue as a going concern. All amounts due under the Term Loan (see note 5) have been classified as a current liability as of March 31, 2020 and December 31, 2019 due to the considerations discussed above and the assessment that the material adverse change clause under the Term Loan is not within the Company's control. We have not been notified, by the Lender, of an event of default as of the date of the filing of this Form 10-Q. We intend to seek additional capital through equity and/or debt financings, collaborative or other funding arrangements with partners or through other sources of financing. Should we seek additional financing from outside sources, we may not be able to raise such financing on terms acceptable to us or at all. In addition, the COVID-19 pandemic is currently resulting in disruption of global financial markets. This disruption, if sustained or recurrent, could make it more difficult for us to access capital, which could negatively affect our liquidity. If we are unable to raise additional capital when required or on acceptable terms, we may be required to scale back or discontinue the advancement of product candidates, reduce headcount, file for bankruptcy, reorganize, merge with another entity, or cease operations. If we become unable to continue as a going concern, we may have to liquidate our assets, and might realize significantly less than the values at which they are carried on our financial statements, and stockholders may lose all or part of their investment in our common stock. Use of Estimates Our condensed financial statements are prepared in accordance with GAAP, which requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in our financial statements and accompanying notes. An estimated loss contingency is accrued in our financial statements if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Although these estimates are based on our knowledge of current events and actions we may undertake in the future, actual results may ultimately differ from these estimates and assumptions. Though the impact of the COVID-19 pandemic to our business and operating results presents additional uncertainty, we continue to use the best information available to inform our critical accounting estimates. Revenue Recognition Our revenues generally consist of upfront payments for licenses or options to obtain licenses in the future, milestone payments and payments for other research services under license and collaboration agreements. We recognize revenue when we transfer promised goods or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. To determine revenue recognition for contracts with customers we perform the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenue when (or as) we satisfy the performance obligation(s). At contract inception, we assess the goods or services promised within each contract, assess whether each promised good or service is distinct and identify those that are performance obligations. We recognize as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Collaborative Arrangements We enter into collaborative arrangements with partners that typically include payment to us of one of more of the following: (i) license fees; (ii) payments related to the achievement of developmental, regulatory, or commercial milestones; and (iii) royalties on net sales of licensed products. Where a portion of non-refundable up-front fees or other payments received are allocated to continuing performance obligations under the terms of a collaborative arrangement, they are recorded as contract liabilities and recognized as revenue when (or as) the underlying performance obligation is satisfied. As part of the accounting for these arrangements, we must develop estimates and assumptions that require judgment to determine the underlying stand-alone selling price for each performance obligation which determines how the transaction price is allocated among the performance obligation(s). The stand-alone selling price may include items such as forecasted revenues, development timelines, discount rates, and probabilities of technical and regulatory success. We evaluate each performance obligation to determine if it can be satisfied at a point in time, or over time. In addition, variable consideration must be evaluated to determine if it is constrained and, therefore, excluded from the transaction price. License Fees If a license to our intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, we recognize revenues from non-refundable, up-front fees allocated to the license when the license is transferred to the licensee and the licensee is able to use and benefit from the license. For licenses that are bundled with other performance obligations, we use judgment to assess the nature of the combined performance obligation to determine whether it is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue. We evaluate the measure of progress each reporting period and, if necessary, adjust the measure of performance and related revenue recognition. Milestone Payments At the inception of each arrangement that includes milestone payments (variable consideration), we evaluate whether the milestones are considered probable of being reached and estimate the amount to be included in the transaction price. If it is probable that a milestone event would occur at the inception of an arrangement, the associated milestone value is included in the transaction price. Milestone payments that are contingent upon the achievement of events that are uncertain or not controllable, such as regulatory approvals, are generally not considered probable of being achieved until those approvals are received, and therefore not included in the transaction price. The transaction price is then allocated to each performance obligation on a relative stand-alone selling price basis, for which we recognize revenue as or when the performance obligations under the contract are satisfied. At the end of each reporting period, we evaluate the probability of achievement of such milestones and any related constraint(s), and if necessary, may adjust our estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which could affect license, collaboration or other revenues and earnings in the period of adjustment. Royalties For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and for which the license is deemed to be the predominant item to which the royalties relate, we recognize revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). To date, we have not recognized any royalty revenue resulting from any of our collaborative arrangements. Stock-Based Compensation We account for stock-based compensation expense related to stock options granted to employees and members of our board of directors by estimating the fair value of each stock option on the date of grant using the Black-Scholes option pricing model. We recognize stock-based compensation expense using the accelerated multiple-option approach. Under the accelerated multiple-option approach (also known as the graded-vesting method), we recognize compensation expense over the requisite service period for each separately vesting tranche of the award as though the award was in substance multiple awards, resulting in accelerated expense recognition over the vesting period. For performance-based awards granted to employees (i) the fair value of the award is determined on the grant date, (ii) we assess the probability of the individual milestones under the award being achieved and (iii) the fair value of the shares subject to the milestone is expensed over the implicit service period commencing once management believes the performance criteria is probable of being met. We account for restricted stock units by determining the fair value of each restricted stock unit based on the closing market price of our common stock on the date of grant. We recognize stock-based compensation expense using the accelerated multiple-option approach over the requisite service periods of the awards. Clinical Trial and Preclinical Study Accruals We make estimates of our accrued expenses for clinical trial and preclinical study activities as of each balance sheet date in our financial statements based on the facts and circumstances known to us at that time. These accruals are based upon estimates of costs incurred and fees that may be associated with services provided by clinical trial investigational sites, CROs and for other clinical trial-related activities. Payments under certain contracts with such parties depend on factors such as successful enrollment of patients, site initiation and the completion of clinical trial milestones. In accruing for these services, we estimate the time period over which services will be performed and the level of effort to be expended in each period. If possible, we obtain information regarding unbilled services directly from these service providers. However, we may be required to estimate these services based on other information available to us. If we underestimate or overestimate the activities or fees associated with a study or service at a given point in time, adjustments to research and development expenses may be necessary in future periods. Historically, our estimated accrued liabilities have approximated actual expense incurred. Subsequent changes in estimates may result in a material change in our accruals. Prepaid Materials We capitalize the purchase of certain raw materials and related supplies for use in the manufacturing of drug product in our preclinical and clinical development programs, as we have determined that these materials have alternative future use. We can use these raw materials and related supplies in multiple clinical drug products, and therefore have future use independent of the development status of any particular drug program until it is utilized in the manufacturing process. We expense the cost of materials when used. We periodically review these capitalized materials for continued alternative future use and write down the asset to its net realizable value in the period in which an impairment is identified. Recent Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . Subsequently, in November 2018, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments-Credit Losses . ASU 2016-13 requires entities to measure all expected credit losses for most financial assets held at the reporting date based on an expected loss model which includes historical experience, current conditions, and reasonable and supportable forecasts. ASU 2016-13 also requires enhanced disclosures to help financial statement users better understand significant estimates and judgments used in estimating credit losses. This ASU is effective for smaller reporting companies for fiscal years beginning after December 15, 2022, with early adoption permitted. The Company is assessing the impact this standard will have on its financial statements and disclosures. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement: Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement , which updates and modifies the disclosure requirements on fair value measurements in Topic 820, primarily in relation to Level 3 fair value measurements. This update is effective for annual periods beginning after December 15, 2019, and interim periods within those periods. Early adoption is permitted. The adoption of this guidance on January 1, 2020 did not have a material impact on our financial statements. In November 2018, the FASB issued ASU No. 2018-18, Collaborative Arrangements , which clarifies the interaction between Topic 808 , Collaborative Arrangements and Topic 606, including clarification around certain transactions between collaborative arrangement participants and adding unit-of-account guidance to Topic 808. This update is effective for annual periods beginning after December 15, 2019, and interim periods within those periods. Early adoption is permitted. The adoption of this guidance on January 1, 2020 did not have a material impact on our financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes - Simplifying the Accounting for Income Taxes (“ASU 2019-12”). The guidance removes exceptions to the general principles in Income Taxes (Topic 740) for allocating tax expense between financial statement components, accounting basis differences stemming from an ownership change in foreign investments and interim period income tax accounting for year-to-date losses that exceed projected losses. The guidance becomes effective for annual reporting periods beginning after December 15, 2020 and interim periods within those fiscal years with early adoption permitted. The adoption of this guidance had no impact on our financial statements. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is calculated by dividing net loss by the weighted average number of common shares outstanding for the period, without consideration for common stock equivalents. Diluted net loss per share is calculated by dividing net loss by the weighted-average number of common share equivalents outstanding for the period determined using the treasury-stock method. Dilutive common stock equivalents are comprised of options outstanding under our stock option plans. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted net loss per share. Dilutive common stock equivalents were 36,680,830 for the three months ended March 31, 2020, consisting of convertible preferred stock, stock options and restricted stock units, and 1,180,337 for the three months ended March 31, 2019, consisting of stock options and restricted stock units. |
Investments
Investments | 3 Months Ended |
Mar. 31, 2020 | |
Debt Securities, Available-for-sale [Abstract] | |
Investments | Investments We have historically invested our excess cash primarily in debt instruments of financial institutions, corporations, U.S. government-sponsored agencies and the U.S. Treasury. We generally hold our investments to maturity and do not sell our investments before we have recovered our amortized cost basis. As of March 31, 2020 and December 31, 2019, our cash balance was comprised entirely of cash and cash equivalents and there was no unrealized gain or loss in either period. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements We have certain financial assets recorded at fair value which have been classified as Level 1, 2, or 3 within the fair value hierarchy as described in the accounting standards for fair value measurements. Accounting standards define fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants as of the measurement date. Market participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact, and (iv) willing to transact. The accounting standards provide an established hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability and are developed based on market data obtained from independent sources. Unobservable inputs are inputs that reflect our assumptions about the factors that market participants would use in valuing the asset or liability. The accounting standards prioritize the inputs used in measuring the fair value into the following hierarchy: • Level 1 includes financial instruments for which quoted market prices for identical instruments are available in active markets. • Level 2 includes financial instruments for which there are inputs other than quoted prices included within Level 1 that are observable for the instrument such as quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets with insufficient volume or infrequent transactions (less active markets) or model-driven valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. • Level 3 includes financial instruments for which fair value is derived from valuation techniques in which one or more significant inputs are unobservable, including management’s own assumptions. Financial Assets Measured at Fair Value The following table presents our fair value hierarchy for assets measured at fair value on a recurring basis as of March 31, 2020 and December 31, 2019 (in thousands): Fair value as of March 31, 2020 Total Level 1 Level 2 Level 3 Assets: Cash equivalents $ 24,388 $ 24,388 $ — $ — $ 24,388 $ 24,388 $ — $ — Fair value as of December 31, 2019 Total Level 1 Level 2 Level 3 Assets: Cash equivalents $ 8,909 $ 8,909 $ — $ — $ 8,909 $ 8,909 $ — $ — We obtain pricing information from quoted market prices or quotes from brokers/dealers. We have historically determined the fair value of our investment securities using standard observable inputs, including reported trades, broker/dealer quotes, bids and/or offers. |
Term Loan
Term Loan | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Term Loan | Term Loan On June 17, 2016, we entered into a loan and security agreement ("Loan Agreement") with Oxford Finance, LLC, ("Oxford", or sometimes referred to as the “ Lender ” ), pursuant to which we received $20.0 million in proceeds, net of debt issuance costs, on June 22, 2016 (the "Term Loan"). The outstanding Term Loan will mature on May 1, 2022 (the “Maturity Date”) and bears interest at a floating per annum rate equal to (i) 8.51% plus (ii) the greater of (a) the 30 day U.S. Dollar LIBOR rate reported in The Wall Street Journal on the last business day of the month that immediately precedes the month in which the interest will accrue and (b) 0.44% . Under the original Loan Agreement, we were required to make interest-only payments through June 1, 2018, followed by 24 equal monthly payments of principal and unpaid accrued interest. In August 2018, we and Oxford entered into an amendment to our Loan Agreement, providing for a modification of the loan amortization period. Under the terms of the amendment, principal amortization and repayment was deferred between August 2018 through October 2018, and during this period, we were required to make payments of interest-only. Amortization payments recommenced in November 2018. Pursuant to the amendment, we granted the Lender a security interest in our intellectual property as additional collateral for the repayment of the Term Loan. In November 2018, and in connection with the 2018 Sanofi Amendment, we entered into a fourth amendment to the Loan Agreement with the Lender (the "Fourth Amendment"). Under the terms of the Fourth Amendment, the Lender consented to the 2018 Sanofi Amendment and our license, assignment and transfer to Sanofi of certain of our intellectual property, as required to be delivered to Sanofi under the 2018 Sanofi Amendment (the “Assigned Assets”), which previously served as collateral under the Loan Agreement, and released its liens in the Assigned Assets, provided that the Lender will continue to have liens on all proceeds received by us pursuant to our collaboration and license agreement with Sanofi dated February 4, 2014 (the “Sanofi License Agreement”). Under the terms of the Fourth Amendment, we have the option to prepay part of the Term Loan at any time and in any amount after 10 days’ prior written notice. We are also required to prepay a portion of the Term Loan with 25% of certain payments we receive under the 2018 Sanofi Amendment, which payments consist of the Upfront Amendment Payments and the first development milestone payment in the amount of $10.0 million . In accordance with this term, we prepaid $0.6 million pursuant to our receipt of $2.5 million in Upfront Amendment Payments in November 2018. Additionally, we prepaid $0.4 million pursuant to our receipt of $1.8 million in Upfront Amendment Payments in March 2019. We are required to pay the applicable 5.5% final payment fee related to each such 2018 Sanofi Amendment prepayment. On January 31, 2019, we entered into a fifth amendment to the Loan Agreement with the Lender (the "Fifth Amendment"). Under the terms of the Fifth Amendment, our required monthly payment to the Lender for the month of February 2019 was comprised of interest only. On March 7, 2019, we entered into a sixth amendment to the Loan Agreement with the Lender (the "Sixth Amendment"). Under the terms of the Sixth Amendment, our required monthly payment to the Lender for the month of March 2019 was comprised of interest only. On April 9, 2019 we entered into a seventh amendment to the Loan Agreement with the Lender (the "Seventh Amendment"). Under the terms of the Seventh Amendment, our required monthly payments to the Lender were to be comprised of interest only through and including the payment date immediately preceding the following date (the “Second Amortization Date”): (i) April 1, 2019, if we did not receive unrestricted gross cash proceeds of not less than $10 million on or before April 30, 2019 from (a) the issuance and sale of our unsecured subordinated convertible debt and/or equity securities and/or (b) “up front” or milestone payments in connection with a joint venture, collaboration or other partnering transaction other than pursuant to the Sanofi License Agreement (the receipt of such net proceeds, the “ Seventh Amendment Capital Event”), and (ii) May 1, 2019, if the Seventh Amendment Capital Event occurs. The Seventh Amendment Capital event did not occur on or before April 30, 2019. Commencing on the Second Amortization Date, and continuing on each successive payment date thereafter, we were to be required to make consecutive equal monthly payments of principal, together with applicable interest, in arrears, to the Lender; provided, however, that we were required to make the monthly principal payment due April 1, 2019 on May 1, 2019 (in addition to all other payments due on May 1, 2019) if the Seventh Amendment Capital Event did not occur. The Seventh Amendment also provided that we can irrevocably elect to increase the prepayment percentage for the funds that we are required to prepay under the Term Loan in the event we receive $10.0 million from the first development milestone under the 2018 Sanofi Amendment (the "Milestone Payment") from 25% to 75% (the “Applicable Sanofi Percentage”). Under the Seventh Amendment, we are required to maintain cash in a collateral account controlled by the Lender of (i) $10.0 million if the Applicable Sanofi Percentage is 25% and if we had not prepaid an aggregate of $5 million under the Term Loan (which amount shall not include any Sanofi License Agreement prepayments) on or before April 30, 2019 (such prepayment, the “Principal Paydown Event”), (ii) $5.0 million if the Applicable Sanofi Percentage is 75% and the Principal Paydown Event had not occurred and (iii) zero if the Principal Paydown Event had occurred. On May 3, 2019, concurrently with our Securities Purchase Agreement dated May 2019 (the "May 2019 SPA") (as described in further detail in Note 10), we entered into an eighth amendment to the Loan Agreement with the Lender (the "Eighth Amendment"). Pursuant to the terms of the Eighth Amendment and as a result of the completion of the initial closing under the May 2019 SPA, our required monthly payments to the Lender were comprised of interest only from May 2019 through and including the payment to be made in April 2020, in exchange for an interest-only period extension fee of $0.1 million . Additionally, under the Eighth Amendment, the Term Loan maturity date was extended from June 2020 to May 2022, in exchange for a maturity date extension fee of $0.7 million . Pursuant to the Eighth Amendment, as a result of our receipt of over $20.0 million in capital in December 2019 under the second and final closing under the May 2019 SPA, our required monthly payments to the Lender are comprised of interest only through and including the payment to be made in April 2021. Commencing in May 2021, and continuing on each successive payment date thereafter, we are required to make consecutive equal monthly payments of principal, together with applicable interest, in arrears, to the Lender. The Eighth Amendment also provides for an increase in the prepayment percentage for the funds that we are required to prepay under the Term Loan, in the event that we receive the $10.0 million Milestone Payment, from 75% to 100% of the Milestone Payment. Upon payment of the Milestone Payment to the Lender, we will no longer be required to maintain cash in a collateral account controlled by Lender and the positive lien on our intellectual property will be released. We used the proceeds from the Term Loan solely for working capital and to fund our general business requirements. Our obligations under the Loan Agreement are secured by a first priority security interest in substantially all of our current and future assets, other than our intellectual property, for which Oxford currently has a positive lien, and certain assets under finance lease obligations. We have also agreed not to encumber our intellectual property assets, except as permitted by the Loan Agreement. The Loan Agreement includes customary events of default, including instances of a material adverse change in our operations, that may require prepayment of the outstanding Term Loan. As of March 31, 2020 we were in compliance with all covenants under the Loan Agreement. As of March 31, 2020, $14.7 million was outstanding under the Term Loan, with an additional $1.9 million payable at the conclusion of the Term Loan. We had approximately $0.1 million of debt issuance costs outstanding as of March 31, 2020, which are being accreted to interest expense over the life of the Term Loan. In connection with the Term Loan, the debt issuance costs have been recorded as a debt discount in our balance sheets, which are being accreted to interest expense over the life of the Term Loan using an effective interest rate of 8.98% . The exit fees are being accrued over the life of the Term Loan through interest expense. As of March 31, 2020, future principal payments for the Term Loan due under the Loan Agreement are as follows (in thousands): 2020 $ — 2021 9,035 2022 5,646 $ 14,681 |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stockholders' Equity | Stockholders’ Equity 2019 Equity Incentive Plan On June 15, 2019 the Company's board of directors approved, and on August 1, 2019 the Company's stockholders approved, the Company's 2019 Equity Incentive Plan (the "2019 Plan"). The 2019 Plan is intended as the successor to and continuation of the Company's 2012 Equity Incentive Plan. The number of shares authorized for issuance under the 2019 Plan may be increased by (a) the shares subject to outstanding stock awards granted under the Company’s 2009 Equity Incentive Plan (the “2009 Plan”) and the Company’s 2012 Equity Incentive Plan (together the with 2009 Plan, the “Prior Plans”) that on or after the effective date of the 2019 Plan (i) expire or terminate for any reason prior to exercise or settlement; (ii) are forfeited because of the failure to meet a contingency or condition required to vest such shares or otherwise return to the Company, or (iii) are reacquired, withheld (or not issued) to satisfy a tax withholding obligation in connection with an award or to satisfy the purchase price or exercise price of a stock award. No further grants will be made under the Prior Plans. In addition, on January 22, 2020, an additional 4,166,860 shares of common stock became available for issuance under the 2019 Plan pursuant to the second and final closing under the May 2019 SPA. Further, on January 1 st of each year, for a period of not more than ten years, beginning on January 1, 2021 and continuing through January 1, 2029, the number of shares authorized for issuance under the 2019 Plan will increase by 5.0% of the total number of shares of our capital stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares as may be determined by our Board of Directors. As of March 31, 2020, 1,571,199 shares of common stock were available for new equity award grants under the 2019 Plan and 1,762,220 shares of common stock are reserved for issuance pursuant to equity awards outstanding as of March 31, 2020. Private Placement of Common Stock, Non-Voting Convertible Preferred Stock and Warrants On May 3, 2019, we entered into the May 2019 SPA with certain institutional and other accredited investors, including certain directors, executive officers and employees of the Company (the “Purchasers”), pursuant to which we agreed to sell and issue shares of our common stock, shares of our newly designated non-voting convertible preferred stock, and warrants to purchase common stock, in up to two closings, in a private placement transaction (the “Private Placement”). At an initial closing under the May 2019 SPA that occurred on May 7, 2019 (the “Initial Closing”), we sold and issued to the Purchasers (i) 9,730,534 shares of common stock and accompanying warrants to purchase up to an aggregate of 9,730,534 shares of common stock at a combined purchase price of $1.205 per share, and (ii) 415,898 shares of non-voting Class A-1 convertible preferred stock, in lieu of shares of common stock, at a price of $10.80 per share, and accompanying warrants to purchase an aggregate of 4,158,980 shares of common stock at a price of $0.125 for each share of common stock underlying such warrants. Total gross proceeds from the Initial Closing were approximately $16.7 million , which does not include any proceeds that may be received upon exercise of the warrants. Each share of non-voting Class A-1 convertible preferred stock is convertible into 10 shares of Common Stock, subject to certain beneficial ownership conversion limitations. The warrants are exercisable for a period of five years following the date of issuance and have an exercise price of $1.08 per share, subject to proportional adjustments in the event of stock splits or combinations or similar events. The warrants are exercisable on a net exercise "cashless" basis. An aggregate of 526,083 shares of common stock and warrants to purchase up to 526,083 shares of common stock were purchased for $0.6 million by certain directors and executive officers of the Company under the Initial Closing. Pursuant to the May 2019 SPA, in the event our Board of Directors unanimously resolves to recommence our Phase 1 multiple ascending dose clinical trial of our RGLS4326 product candidate for the treatment of ADPKD (the “Phase 1 Trial”) based on correspondence from the U.S. Food and Drug Administration’s Division of Cardiovascular and Renal Products, and thereafter but on or before December 31, 2019 we make a public announcement of our plan to recommence the Phase 1 Trial (the “Public Announcement”), we may sell and the Purchasers may purchase, at a second closing under the May 2019 SPA (“Milestone Closing”), shares of our non-voting convertible preferred stock and accompanying warrants to purchase shares of Common Stock. On December 15, 2019, the Company’s Board of Directors unanimously resolved to recommence the Phase 1 Trial based on correspondence from the U.S. Food & Drug Administration’s Division of Cardiovascular and Renal Products and on December 16, 2019, we made the related Public Announcement, triggering the Milestone Closing, which occurred on December 24, 2019. At the Milestone Closing, we sold and issued to the Purchasers 3,288,390 shares of non-voting Class A-2 convertible preferred stock and accompanying warrants to purchase an aggregate of 32,883,900 shares of common stock for an aggregate purchase price of approximately $26.0 million . Net proceeds to the Company from the Milestone Closing were approximately $24.6 million . Each share of non-voting Class A-2 convertible preferred stock is convertible into 10 shares of Common Stock, subject to certain beneficial ownership conversion limitations. The warrants will be exercisable for a period of five years following the date of issuance and have an exercise price of $0.666 per share, subject to proportional adjustments in the event of stock splits or combinations or similar events. The warrants are exercisable on a net exercise “cashless” basis. An aggregate of 121,581 shares of Class A-2 convertible preferred stock and warrants to purchase up to 1,215,810 shares of common stock were purchased for approximately $1.0 million by certain directors and executive officers of the Company under the Milestone Closing. We evaluated the non-voting Class A-1 convertible preferred stock and common stock warrants sold in the Initial Closing and the Class A-2 convertible preferred stock and common stock warrants sold in the Milestone Closing under ASC 480, Distinguishing Liabilities from Equity, and ASC 815, Derivatives and Hedging, and determined permanent equity treatment was appropriate for these freestanding financial instruments. The Initial Closing and Milestone Closing did not include any embedded features that required bifurcation. The non-voting Class A-2 convertible preferred stock and warrants issuable under the Milestone Closing were not subject to accounting recognition until the Milestone Closing occurred, as the terms of the Milestone Closing did not provide a right or an obligation on either the Company nor the Purchasers. A total of 656,682 shares of Class A-2 convertible preferred stock were converted into 6,566,820 shares of common stock during the three months ended March 31, 2020. No shares of Class A-1 convertible preferred stock were converted and no warrants were exercised during the three months ended March 31, 2020. ATM Offering On December 12, 2018, we entered into a Common Stock Sales Agreement (the “Stock Sales Agreement”) with H.C. Wainwright & Co., LLC (“HCW”), pursuant to which we may sell and issue shares of our common stock from time to time through HCW, as our sales agent (the “ATM Offering”). We have no obligation to sell any shares of common stock in the ATM Offering, and may at any time suspend offers under the Stock Sales Agreement or terminate the Stock Sales Agreement. Subject to the terms and conditions of the Stock Sales Agreement, HCW will use its commercially reasonable efforts to sell shares of our common stock from time to time based upon our instructions (including any price, time or size limits or other parameters or conditions the we may impose). We will pay HCW a commission of 3.0% of the gross sales price of any shares sold under the Stock Sales Agreement. No shares were sold during the three months ended March 31, 2020. A total of 1,903,880 shares were sold for proceeds of $2.1 million (net of approximately $0.1 million in commissions) under the ATM Offering during the three months ended March 31, 2019. Shares Reserved for Future Issuance The following shares of common stock were reserved for future issuance as of March 31, 2020 (in thousands): Class A-1 convertible preferred stock outstanding (as-converted) 4,159 Class A-2 convertible preferred stock outstanding (as-converted) 26,317 Initial Closing warrants 13,890 Milestone Closing warrants 32,884 Common stock options outstanding 6,116 RSUs outstanding 89 Common stock available for future grant under 2019 Equity Incentive Plan 1,571 Employee Stock Purchase Plan 190 Total common shares reserved for future issuance 85,216 The following table summarizes our stock option and RSU activity (together Stock Awards) under all equity incentive plans for the three months ended March 31, 2020 (shares in thousands): Number of options Weighted average exercise price Number of RSUs Weighted average grant date fair value Stock Awards outstanding at December 31, 2019 3,098 $ 1.17 129 $ 1.50 Granted 3,073 $ 1.31 — $ — Exercised (options) or Vested (RSUs) (1 ) $ 0.95 (21 ) $ 1.50 Canceled/forfeited/expired (54 ) $ 1.78 (19 ) $ 1.50 Stock Awards outstanding at March 31, 2020 6,116 $ 1.24 89 $ 1.50 Stock-Based Compensation The following table summarizes the weighted average assumptions used to estimate the fair value of stock options and performance stock awards granted to employees under our 2012 Equity Incentive Plan, 2015 Inducement Plan and 2019 Equity Incentive Plan and the shares purchasable under our Employee Stock Purchase Plan during the periods presented: Three months ended 2020 2019 Stock options and performance stock options Risk-free interest rate 1.4 % 2.6 % Volatility 95.4 % 93.8 % Dividend yield — — Expected term (years) 6.1 6.1 Employee stock purchase plan shares Risk-free interest rate 1.4 % 2.4 % Volatility 105.9 % 119.4 % Dividend yield — — Expected term (years) 0.5 0.5 The following table summarizes the allocation of our stock-based compensation expense for all stock awards during the periods presented (in thousands): Three months ended 2020 2019 Research and development $ 157 $ 471 General and administrative 666 488 Total $ 823 $ 959 |
Collaborations
Collaborations | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Collaborations | Collaborations Revenue recognized from our strategic collaborations was less than $0.1 million for the three months ended March 31, 2020 , compared to $6.8 million for the three months ended March 31, 2019 . Sanofi In July 2012, we amended and restated our collaboration and license agreement with Sanofi to expand the potential therapeutic applications of the micro RNA alliance targets to be developed under such agreement. We determined that the elements within the strategic collaboration agreement with Sanofi should be treated as a single unit of accounting because the delivered elements did not have stand-alone value to Sanofi. The following elements were delivered as part of the strategic collaboration with Sanofi: (1) a license for up to four micro RNA targets; and (2) a research license under our technology collaboration. In June 2013, the original research term expired, upon which we and Sanofi entered into an option agreement pursuant to which Sanofi was granted an exclusive right to negotiate the co-development and commercialization of certain of our unencumbered micro RNA programs and we were granted the exclusive right to negotiate with Sanofi for co-development and commercialization of certain miR-21 anti-miRs in oncology and Alport syndrome. In July 2013, we received an upfront payment of $2.5 million , of which $1.25 million is creditable against future amounts payable by Sanofi to us under any future co-development and commercialization agreement we enter pursuant to the option agreement. Revenue associated with the creditable portion of this option payment was deferred as of December 31, 2017 and recorded as an adjustment to accumulated deficit upon our adoption of Topic 606 on January 1, 2018. The non-creditable portion of this payment, $1.25 million , was recognized as revenue over the option period from the effective date of the option agreement in June 2013 through the expiration of the option period in January 2014. In February 2014, we and Sanofi entered into the 2014 Sanofi Amendment to renew our strategic collaboration to discover, develop and commercialize micro RNA therapeutics to focus on specific orphan disease and oncology targets. Under the terms of the 2014 Sanofi Amendment, Sanofi had opt-in rights to our clinical fibrosis program targeting miR-21 for the treatment of Alport syndrome, our preclinical program targeting miR-21 for oncology indications, and our preclinical program targeting miR-221/222 for hepatocellular carcinoma (“HCC”). We were responsible for developing each of these programs to proof-of-concept, at which time Sanofi had an exclusive option on each program. If Sanofi chooses to exercise its option on any of these programs, Sanofi would reimburse us for a significant portion of our preclinical and clinical development costs and would also pay us an option exercise fee for any such program, provided that $1.25 million of the $2.5 million upfront option fee paid to us by Sanofi in connection with the June 2013 option agreement will be creditable against such option exercise fee. We are eligible to receive royalties on micro RNA therapeutic products commercialized by Sanofi and will have the right to co-promote these products relating to our preclinical program targeting miR-221/222. As indicated below, we entered into an additional amendment with Sanofi in November 2018, under which Sanofi's opt-in rights to our miR-21 programs under the 2014 Sanofi Amendment were relinquished. Sanofi's opt-in rights with regard to our miR-221/222 preclinical program under the 2014 Sanofi Amendment remained unchanged. In connection with the 2014 Sanofi Amendment, we entered into a Common Stock Purchase Agreement (the “Sanofi Purchase Agreement”), pursuant to which we sold 1,303,780 shares of our common stock to Aventisub LLC (“Aventis”), an entity affiliated with Sanofi, in a private placement at a price per share of $7.67 for an aggregate purchase price of $10.0 million . Under the terms of the Sanofi Purchase Agreement, Aventis was not permitted to sell, transfer, make any short sale of, or grant any option for the sale of any common stock for the 12 -month period following its effective date. The Sanofi Purchase Agreement and the 2014 Sanofi Amendment were negotiated concurrently and were therefore evaluated as a single agreement. Based upon restricted stock studies of similar duration and a Black-Scholes valuation to measure the discount for lack of marketability, approximately $0.4 million of the proceeds from the Sanofi Purchase Agreement was attributed to the 2014 Sanofi Amendment, and represents consideration for the value of the program targeting miR-221/222 for HCC. We recognized the $0.4 million allocated consideration into revenue ratably over the estimated period of performance of the miR-221/222 program, though January 2020. We are eligible to receive milestone payments related to the development and commercialization of miR-221/222 for HCC of up to $38.8 million for proof-of-concept option exercise fees (net of $1.25 million creditable, as noted above), $40.0 million for clinical milestones and up to $130.0 million for regulatory and commercial milestones. In addition, we are entitled to receive royalties based on a percentage of net sales of any products from the miR-221/222 program which, in the case of sales in the United States, will be in the middle of the 10% to 20% range, and, in the case of sales outside of the United States, will range from the low end to the middle of the 10% to 20% range, depending upon the volume of sales. If we exercise our option to co-promote a miR-221/222 product, we will continue to be eligible to receive royalties on net sales of each product in the United States at the same rate, unless we elect to share a portion of Sanofi’s profits from sales of such product in the United States in lieu of royalties. In November 2018, we entered into an amendment to the 2014 Sanofi Amendment with Sanofi to modify the parties’ rights and obligations with respect to our miR-21 programs, including our RG-012 program (the “2018 Sanofi Amendment”). Under the terms of the 2018 Sanofi Amendment, we have granted Sanofi a worldwide, royalty-free, fee-bearing, exclusive license, with the right to grant sublicenses, under our know-how and patents to develop and commercialize miR-21 compounds and products for all indications, including Alport Syndrome. Sanofi will control and will assume all responsibilities and obligations for developing and commercializing each of our miR-21 programs, including our obligations regarding the administration and expense of clinical trials and all other costs, including in-license royalties and other in-license payments, related to our miR-21 programs. Under the terms of the 2018 Sanofi Amendment, we have assigned to Sanofi certain agreements, product-specific patents and all materials directed to miR-21 or to any miR-21 compound or product and are required to provide reasonable technical assistance to Sanofi for a period of 24 months after the date of the 2018 Sanofi Amendment. Under the terms of the 2018 Sanofi Amendment, we are eligible to receive approximately $6.8 million in upfront payments for the license and for miR-21 program-related materials (collectively, the “Upfront Amendment Payments”). We are also eligible to receive up to $40.0 million in development milestone payments. In addition, Sanofi has agreed to reimburse us for certain out-of-pocket transition activities and assume our upstream license royalty obligations. We and Sanofi also agreed to a general release of claims against each other for any claims that arose at any time prior to the date of the 2018 Sanofi Amendment, or that thereafter could arise based on anything that occurred prior to the date of the 2018 Sanofi Amendment. We received $2.5 million and $1.8 million in Upfront Amendment Payments under the 2018 Sanofi Amendment in November 2018 and March 2019, respectively. As the performance obligations associated with these Upfront Amendment Payments had been satisfied under Topic 606 as of March 31, 2019, both amounts were recognized as revenue in the first quarter of 2019. Additionally, we recognized an additional $2.5 million as revenue in the first quarter of 2019 for the final Upfront Amendment Payment allowable under the 2018 Sanofi Amendment, as the performance obligations associated with the final Upfront Amendment Payment were also satisfied under Topic 606 as of March 31, 2019. We received the final $2.5 million Upfront Amendment Payment in April 2019. As of March 31, 2020, the $40.0 million in development milestone payments (variable consideration) are fully constrained and therefore, do not meet the criteria for revenue recognition. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Leases | Leases At the inception of a contractual arrangement, we determine whether the contract contains a lease by assessing whether there is an identified asset and whether the contract conveys the right to control the use of the identified asset in exchange for consideration over a period of time. For operating leases with an initial term greater than 12 months, we recognize operating lease ROU assets and operating lease liabilities based on the present value of lease payments over the lease term at the commencement date. Operating lease ROU assets are comprised of the lease liability plus any lease payments made and excludes lease incentives. Lease terms include options to renew or terminate the lease when we are reasonably certain that the renewal option will be exercised or when it is reasonably certain that the termination option will not be exercised. For our operating leases, we generally cannot determine the interest rate implicit in the lease, in which case we use our incremental borrowing rate as the discount rate for the lease. We estimate our incremental borrowing rate for our operating leases based on what we would normally pay to borrow on a collateralized basis over a similar term for an amount equal to the lease payments. Operating lease expense is recognized on a straight-line basis over the lease term. Leases with a lease term of 12 months or less are not recorded on the unaudited condensed balance sheet. Instead, we recognize lease expense for these leases on a straight-line basis over the lease term. Our lease agreements do not contain any material variable lease payments, residual value guarantees or restrictive covenants. Certain leases require us to pay taxes, insurance, utilities, and maintenance costs for the building, which do not represent lease components. We elected to not separate lease and non-lease components. In July 2015, we entered into an operating lease agreement (the "Prior Lease") for approximately 59,248 square feet of office and laboratory facility space located at 10614 Science Center Drive, San Diego, California 92121. The lease term was 96 months from the lease commencement date, and we moved our headquarters into this facility in May 2016. In conjunction with the lease, we received $1.4 million of lease incentives and $8.2 million of tenant improvement allowance, which was to be used for non-structural leasehold improvements. The lease incentives and tenant improvement allowance were included within deferred rent. Our deferred rent balance as of December 31, 2018 was $8.0 million . The Prior Lease agreement was with ARE SD Region No. 44 LLC (“Landlord”). On February 19, 2019, we entered into an agreement, the (“Space Swap Agreement"), with Nitto Biopharma, Inc. ("Nitto"), pursuant to which we agreed, contingent upon the execution of a new lease agreement (the "February Lease") for Nitto's space with Landlord and the termination of the Prior Lease, to, among other things, (i) swap buildings with Nitto, and (ii) sell, convey and transfer all right, title and interest in certain furniture, fixtures and equipment to Nitto, as set forth in the Space Swap Agreement. Under the Space Swap Agreement, we paid Nitto (a) a relocation assistance payment in the amount of $0.1 million ; (b) $0.2 million representing the difference between the security deposits under the Prior Lease and Nitto’s prior lease, and (c) $1.3 million as reimbursement for the six monthly installments of base monthly rent due pursuant to the new lease between Nitto and Landlord, subject to certain adjustments, which reimbursements are to be paid as rent comes due for Nitto under its new lease. On February 25, 2019, we and Landlord entered into a second amendment (the “Prior Lease Amendment”) to the Prior Lease. Under the terms of the Prior Lease Amendment, the expiration date of the Prior Lease was accelerated from April 30, 2024 to March 31, 2019 and the Prior Lease terminated on April 1, 2019. The Prior Lease Amendment eliminated all further cash payments due under the Prior Lease, including aggregate base rent over its remaining term of approximately $14.4 million . On February 25, 2019, we entered into an operating lease agreement with Landlord (the "February Lease"), for the lease of approximately 24,562 square feet of rentable area of the building located at 10628 Science Center Drive, San Diego, California, 92121 (the "Premises"), which Premises were previously occupied by Nitto. The commencement date of the February Lease was April 1, 2019 (the “Commencement Date”). The Premises served as our new principal executive offices and as a laboratory for research and development, manufacturing and other related uses. The term of the February Lease (“Initial Term”) was 51 months , ending June 30, 2023. The aggregate base rent due over the Initial Term was approximately $4.8 million . We were also responsible for the payment of additional rent to cover our share of the annual operating expenses, the annual tax expenses and the annual utilities costs related to the February Lease. The execution of the February Lease and Prior Lease Amendment resulted in a modification which was not accounted for as a separate contract. Rather, we accounted for the two contracts with Landlord in combination as they were entered into at the same time and negotiated as a package to achieve the same commercial objective. The leasehold improvements under the Prior Lease were accounted for as non-cash consideration of $5.6 million paid by us upon termination of the Prior Lease to the Landlord. We accounted for a $1.3 million portion of the reduction in the lease liability for the Prior Lease as a non-cash gain in the unaudited condensed statement of operations due to the reduction in lease term and leased space with Landlord and a $0.9 million portion of the reduction of the lease liability as a deferred credit that is amortized as a reduction to rent expense over the term of the Lease. The $1.6 million obligation to reimburse Nitto for six monthly installments of base rent of the Prior Lease and certain other costs were accounted for as cost of terminating the Prior Lease in the unaudited condensed statement of operations. The net impact of the modification was a $0.4 million charge in the unaudited condensed statement of operations. Our payment obligations to Nitto under the Space Swap Agreement were fully satisfied as of September 30, 2019 and no assets or liabilities remained with respect to the Prior Lease as of March 31, 2020. The commencement date of the February Lease did not occur until April 1, 2019 and therefore, as of March 31, 2019, the lease liability for the February Lease was zero. On April 1, 2019, we recorded a $3.8 million lease liability for the February Lease, which was calculated as the present value of future lease payments to be made under the February Lease. A $2.9 million ROU asset was also recorded on April 1, 2019, which represents the difference between the lease liability and the $0.9 million deferred credit for the reduction of the lease liability under the Prior Lease. On June 19, 2019, we entered into a lease agreement (the “New Lease”) with Landlord for the lease of approximately 8,727 square feet of rentable area of the building located at 10628 Science Center Drive, Suite 225, San Diego, California 92121 (the “New Premises”). The commencement date of the New Lease was July 1, 2019 (the “New Commencement Date”). We are using the New Premises as our new principal executive offices and as a laboratory for research and development and other related uses. The term of the New Lease (the “New Initial Term”) is two years, six months , ending December 31, 2021. The base rent payments due for the New Premises are $0.4 million in 2020 and $0.4 million in 2021, net of certain rent abatement terms. We will also be responsible for the payment of additional rent to cover our share of the annual operating expenses of the building, the annual tax expenses of the building and the annual utilities cost of the building. On June 19, 2019, we entered into a first amendment to the February Lease with Landlord (the “February Lease Amendment”). Under the terms of the February Lease Amendment, the expiration date of the February Lease was accelerated from June 30, 2023 to June 30, 2019 and the February Lease terminated upon the Commencement Date of the New Lease. The February Lease Amendment eliminated all further rents due under the February Lease, including aggregate base rent over its remaining term of approximately $4.8 million . The execution of the New Lease and February Lease Amendment resulted in a modification which was not accounted for as a separate contract. Rather, we accounted for the two contracts with Landlord in combination as they were entered into at the same time and negotiated as a package to achieve the same commercial objective. We accounted for a $0.5 million portion of the reduction in the lease liability for the February Lease as a non-cash gain in the unaudited condensed statement of operations due to the reduction in lease term and leased space with Landlord and a $0.2 million portion of the reduction of the lease liability as a deferred credit that is amortized as a reduction to rent expense over the term of the New Lease. No other assets or liabilities remained with respect to the February Lease as of June 30, 2019. The commencement date of the New Lease did not occur until July 1, 2019 and therefore, as of June 30, 2019, the lease liability for the New Lease was zero . On July 1, 2019, we recorded a $0.8 million lease liability for the New Lease, which was calculated as the present value of future lease payments to be made under the New Lease. A $0.6 million ROU asset was also recorded on July 1, 2019, which represents the difference between the lease liability and the remaining $0.2 million deferred credit for the reduction of the lease liability under the February Lease. Our future lease payments under operating and finance leases at March 31, 2020 are as follows (in thousands): Operating Leases Finance Leases Remaining 2020 $ 323 $ 215 2021 442 57 Total lease payments $ 765 $ 272 Less: amount representing interest (72 ) (7 ) Present value of obligations under leases 693 265 Less: current portion (375 ) (265 ) Long-term lease obligations $ 318 $ — |
Leases | Leases At the inception of a contractual arrangement, we determine whether the contract contains a lease by assessing whether there is an identified asset and whether the contract conveys the right to control the use of the identified asset in exchange for consideration over a period of time. For operating leases with an initial term greater than 12 months, we recognize operating lease ROU assets and operating lease liabilities based on the present value of lease payments over the lease term at the commencement date. Operating lease ROU assets are comprised of the lease liability plus any lease payments made and excludes lease incentives. Lease terms include options to renew or terminate the lease when we are reasonably certain that the renewal option will be exercised or when it is reasonably certain that the termination option will not be exercised. For our operating leases, we generally cannot determine the interest rate implicit in the lease, in which case we use our incremental borrowing rate as the discount rate for the lease. We estimate our incremental borrowing rate for our operating leases based on what we would normally pay to borrow on a collateralized basis over a similar term for an amount equal to the lease payments. Operating lease expense is recognized on a straight-line basis over the lease term. Leases with a lease term of 12 months or less are not recorded on the unaudited condensed balance sheet. Instead, we recognize lease expense for these leases on a straight-line basis over the lease term. Our lease agreements do not contain any material variable lease payments, residual value guarantees or restrictive covenants. Certain leases require us to pay taxes, insurance, utilities, and maintenance costs for the building, which do not represent lease components. We elected to not separate lease and non-lease components. In July 2015, we entered into an operating lease agreement (the "Prior Lease") for approximately 59,248 square feet of office and laboratory facility space located at 10614 Science Center Drive, San Diego, California 92121. The lease term was 96 months from the lease commencement date, and we moved our headquarters into this facility in May 2016. In conjunction with the lease, we received $1.4 million of lease incentives and $8.2 million of tenant improvement allowance, which was to be used for non-structural leasehold improvements. The lease incentives and tenant improvement allowance were included within deferred rent. Our deferred rent balance as of December 31, 2018 was $8.0 million . The Prior Lease agreement was with ARE SD Region No. 44 LLC (“Landlord”). On February 19, 2019, we entered into an agreement, the (“Space Swap Agreement"), with Nitto Biopharma, Inc. ("Nitto"), pursuant to which we agreed, contingent upon the execution of a new lease agreement (the "February Lease") for Nitto's space with Landlord and the termination of the Prior Lease, to, among other things, (i) swap buildings with Nitto, and (ii) sell, convey and transfer all right, title and interest in certain furniture, fixtures and equipment to Nitto, as set forth in the Space Swap Agreement. Under the Space Swap Agreement, we paid Nitto (a) a relocation assistance payment in the amount of $0.1 million ; (b) $0.2 million representing the difference between the security deposits under the Prior Lease and Nitto’s prior lease, and (c) $1.3 million as reimbursement for the six monthly installments of base monthly rent due pursuant to the new lease between Nitto and Landlord, subject to certain adjustments, which reimbursements are to be paid as rent comes due for Nitto under its new lease. On February 25, 2019, we and Landlord entered into a second amendment (the “Prior Lease Amendment”) to the Prior Lease. Under the terms of the Prior Lease Amendment, the expiration date of the Prior Lease was accelerated from April 30, 2024 to March 31, 2019 and the Prior Lease terminated on April 1, 2019. The Prior Lease Amendment eliminated all further cash payments due under the Prior Lease, including aggregate base rent over its remaining term of approximately $14.4 million . On February 25, 2019, we entered into an operating lease agreement with Landlord (the "February Lease"), for the lease of approximately 24,562 square feet of rentable area of the building located at 10628 Science Center Drive, San Diego, California, 92121 (the "Premises"), which Premises were previously occupied by Nitto. The commencement date of the February Lease was April 1, 2019 (the “Commencement Date”). The Premises served as our new principal executive offices and as a laboratory for research and development, manufacturing and other related uses. The term of the February Lease (“Initial Term”) was 51 months , ending June 30, 2023. The aggregate base rent due over the Initial Term was approximately $4.8 million . We were also responsible for the payment of additional rent to cover our share of the annual operating expenses, the annual tax expenses and the annual utilities costs related to the February Lease. The execution of the February Lease and Prior Lease Amendment resulted in a modification which was not accounted for as a separate contract. Rather, we accounted for the two contracts with Landlord in combination as they were entered into at the same time and negotiated as a package to achieve the same commercial objective. The leasehold improvements under the Prior Lease were accounted for as non-cash consideration of $5.6 million paid by us upon termination of the Prior Lease to the Landlord. We accounted for a $1.3 million portion of the reduction in the lease liability for the Prior Lease as a non-cash gain in the unaudited condensed statement of operations due to the reduction in lease term and leased space with Landlord and a $0.9 million portion of the reduction of the lease liability as a deferred credit that is amortized as a reduction to rent expense over the term of the Lease. The $1.6 million obligation to reimburse Nitto for six monthly installments of base rent of the Prior Lease and certain other costs were accounted for as cost of terminating the Prior Lease in the unaudited condensed statement of operations. The net impact of the modification was a $0.4 million charge in the unaudited condensed statement of operations. Our payment obligations to Nitto under the Space Swap Agreement were fully satisfied as of September 30, 2019 and no assets or liabilities remained with respect to the Prior Lease as of March 31, 2020. The commencement date of the February Lease did not occur until April 1, 2019 and therefore, as of March 31, 2019, the lease liability for the February Lease was zero. On April 1, 2019, we recorded a $3.8 million lease liability for the February Lease, which was calculated as the present value of future lease payments to be made under the February Lease. A $2.9 million ROU asset was also recorded on April 1, 2019, which represents the difference between the lease liability and the $0.9 million deferred credit for the reduction of the lease liability under the Prior Lease. On June 19, 2019, we entered into a lease agreement (the “New Lease”) with Landlord for the lease of approximately 8,727 square feet of rentable area of the building located at 10628 Science Center Drive, Suite 225, San Diego, California 92121 (the “New Premises”). The commencement date of the New Lease was July 1, 2019 (the “New Commencement Date”). We are using the New Premises as our new principal executive offices and as a laboratory for research and development and other related uses. The term of the New Lease (the “New Initial Term”) is two years, six months , ending December 31, 2021. The base rent payments due for the New Premises are $0.4 million in 2020 and $0.4 million in 2021, net of certain rent abatement terms. We will also be responsible for the payment of additional rent to cover our share of the annual operating expenses of the building, the annual tax expenses of the building and the annual utilities cost of the building. On June 19, 2019, we entered into a first amendment to the February Lease with Landlord (the “February Lease Amendment”). Under the terms of the February Lease Amendment, the expiration date of the February Lease was accelerated from June 30, 2023 to June 30, 2019 and the February Lease terminated upon the Commencement Date of the New Lease. The February Lease Amendment eliminated all further rents due under the February Lease, including aggregate base rent over its remaining term of approximately $4.8 million . The execution of the New Lease and February Lease Amendment resulted in a modification which was not accounted for as a separate contract. Rather, we accounted for the two contracts with Landlord in combination as they were entered into at the same time and negotiated as a package to achieve the same commercial objective. We accounted for a $0.5 million portion of the reduction in the lease liability for the February Lease as a non-cash gain in the unaudited condensed statement of operations due to the reduction in lease term and leased space with Landlord and a $0.2 million portion of the reduction of the lease liability as a deferred credit that is amortized as a reduction to rent expense over the term of the New Lease. No other assets or liabilities remained with respect to the February Lease as of June 30, 2019. The commencement date of the New Lease did not occur until July 1, 2019 and therefore, as of June 30, 2019, the lease liability for the New Lease was zero . On July 1, 2019, we recorded a $0.8 million lease liability for the New Lease, which was calculated as the present value of future lease payments to be made under the New Lease. A $0.6 million ROU asset was also recorded on July 1, 2019, which represents the difference between the lease liability and the remaining $0.2 million deferred credit for the reduction of the lease liability under the February Lease. Our future lease payments under operating and finance leases at March 31, 2020 are as follows (in thousands): Operating Leases Finance Leases Remaining 2020 $ 323 $ 215 2021 442 57 Total lease payments $ 765 $ 272 Less: amount representing interest (72 ) (7 ) Present value of obligations under leases 693 265 Less: current portion (375 ) (265 ) Long-term lease obligations $ 318 $ — |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Paycheck Protection Program Loan On April 23, 2020, we received the proceeds from a loan in the amount of approximately $0.7 million (the “PPP Loan”) from Silicon Valley Bank, as lender, pursuant to the Paycheck Protection Program (“PPP”) of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The PPP Loan matures on April 23, 2022 and bears interest at a rate of 1.0% per annum. Commencing November 23, 2020, we are required to pay the lender equal monthly payments of principal and interest as required to fully amortize by April 23, 2022 the principal amount outstanding on the PPP Loan as of October 23, 2020. The PPP Loan is evidenced by a promissory note dated April 23, 2020, which contains customary events of default relating to, among other things, payment defaults and breaches of representations and warranties. The PPP Loan may be prepaid by us at any time prior to maturity with no prepayment penalties. All or a portion of the PPP Loan may be forgiven by the U.S. Small Business Administration (“SBA”) upon our application beginning 60 days but not later than 120 days after loan approval and upon documentation of expenditures in accordance with the SBA requirements. Under the CARES Act, loan forgiveness is available for the sum of documented payroll costs, covered rent payments and covered utilities during the eight week period beginning on the date of loan approval. For purposes of the CARES Act, payroll costs exclude compensation of an individual employee in excess of $100,000, prorated annually. Not more than 25% of the forgiven amount may be for non-payroll costs. Forgiveness is reduced if full-time headcount declines, or if salaries and wages for employees with salaries of $100,000 or less annually are reduced by more than 25%. In the event the PPP Loan, or any portion thereof, is forgiven pursuant to the PPP, the amount forgiven is applied to outstanding principal. We intend to use all proceeds from the PPP Loan to retain employees, maintain payroll and make lease and utility payments. Ninth Amendment to Loan and Security Agreement On May 1, 2020 we entered into a ninth amendment to the Term Loan with the Lender (the “Ninth Amendment”). Pursuant to the terms of the Ninth Amendment, (i) the PPP Loan was included as permitted indebtedness under the terms of the Term Loan, (ii) we agreed to apply for forgiveness of the maximum amount of PPP Loan permissible in accordance with the CARES Act and use best efforts to cause not less than $0.5 million of the PPP Loan to be forgiven by the PPP Loan lender on or before September 30, 2020 and (iii) we agreed not amend any material provision in any document relating to the PPP Loan nor make any prepayment of the PPP Loan unless such prepayment is necessary or advisable due to change in the applicable law or guidance issued by the SBA. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In management’s opinion, the accompanying financial statements reflect all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the results for the interim periods presented. Interim financial results are not necessarily indicative of results anticipated for the full year. These unaudited condensed financial statements should be read in conjunction with the audited financial statements and footnotes included in our Annual Report on Form 10-K for the year ended December 31, 2019 , from which the balance sheet information herein was derived. |
Use of Estimates | Use of Estimates Our condensed financial statements are prepared in accordance with GAAP, which requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in our financial statements and accompanying notes. An estimated loss contingency is accrued in our financial statements if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Although these estimates are based on our knowledge of current events and actions we may undertake in the future, actual results may ultimately differ from these estimates and assumptions. Though the impact of the COVID-19 pandemic to our business and operating results presents additional uncertainty, we continue to use the best information available to inform our critical accounting estimates. |
Revenue Recognition | Revenue Recognition Our revenues generally consist of upfront payments for licenses or options to obtain licenses in the future, milestone payments and payments for other research services under license and collaboration agreements. We recognize revenue when we transfer promised goods or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. To determine revenue recognition for contracts with customers we perform the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenue when (or as) we satisfy the performance obligation(s). At contract inception, we assess the goods or services promised within each contract, assess whether each promised good or service is distinct and identify those that are performance obligations. We recognize as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Collaborative Arrangements We enter into collaborative arrangements with partners that typically include payment to us of one of more of the following: (i) license fees; (ii) payments related to the achievement of developmental, regulatory, or commercial milestones; and (iii) royalties on net sales of licensed products. Where a portion of non-refundable up-front fees or other payments received are allocated to continuing performance obligations under the terms of a collaborative arrangement, they are recorded as contract liabilities and recognized as revenue when (or as) the underlying performance obligation is satisfied. As part of the accounting for these arrangements, we must develop estimates and assumptions that require judgment to determine the underlying stand-alone selling price for each performance obligation which determines how the transaction price is allocated among the performance obligation(s). The stand-alone selling price may include items such as forecasted revenues, development timelines, discount rates, and probabilities of technical and regulatory success. We evaluate each performance obligation to determine if it can be satisfied at a point in time, or over time. In addition, variable consideration must be evaluated to determine if it is constrained and, therefore, excluded from the transaction price. License Fees If a license to our intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, we recognize revenues from non-refundable, up-front fees allocated to the license when the license is transferred to the licensee and the licensee is able to use and benefit from the license. For licenses that are bundled with other performance obligations, we use judgment to assess the nature of the combined performance obligation to determine whether it is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue. We evaluate the measure of progress each reporting period and, if necessary, adjust the measure of performance and related revenue recognition. Milestone Payments At the inception of each arrangement that includes milestone payments (variable consideration), we evaluate whether the milestones are considered probable of being reached and estimate the amount to be included in the transaction price. If it is probable that a milestone event would occur at the inception of an arrangement, the associated milestone value is included in the transaction price. Milestone payments that are contingent upon the achievement of events that are uncertain or not controllable, such as regulatory approvals, are generally not considered probable of being achieved until those approvals are received, and therefore not included in the transaction price. The transaction price is then allocated to each performance obligation on a relative stand-alone selling price basis, for which we recognize revenue as or when the performance obligations under the contract are satisfied. At the end of each reporting period, we evaluate the probability of achievement of such milestones and any related constraint(s), and if necessary, may adjust our estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which could affect license, collaboration or other revenues and earnings in the period of adjustment. Royalties For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and for which the license is deemed to be the predominant item to which the royalties relate, we recognize revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). To date, we have not recognized any royalty revenue resulting from any of our collaborative arrangements. |
Stock-Based Compensation | Stock-Based Compensation We account for stock-based compensation expense related to stock options granted to employees and members of our board of directors by estimating the fair value of each stock option on the date of grant using the Black-Scholes option pricing model. We recognize stock-based compensation expense using the accelerated multiple-option approach. Under the accelerated multiple-option approach (also known as the graded-vesting method), we recognize compensation expense over the requisite service period for each separately vesting tranche of the award as though the award was in substance multiple awards, resulting in accelerated expense recognition over the vesting period. For performance-based awards granted to employees (i) the fair value of the award is determined on the grant date, (ii) we assess the probability of the individual milestones under the award being achieved and (iii) the fair value of the shares subject to the milestone is expensed over the implicit service period commencing once management believes the performance criteria is probable of being met. We account for restricted stock units by determining the fair value of each restricted stock unit based on the closing market price of our common stock on the date of grant. We recognize stock-based compensation expense using the accelerated multiple-option approach over the requisite service periods of the awards. |
Clinical Trial and Preclinical Study Accruals | Clinical Trial and Preclinical Study Accruals We make estimates of our accrued expenses for clinical trial and preclinical study activities as of each balance sheet date in our financial statements based on the facts and circumstances known to us at that time. These accruals are based upon estimates of costs incurred and fees that may be associated with services provided by clinical trial investigational sites, CROs and for other clinical trial-related activities. Payments under certain contracts with such parties depend on factors such as successful enrollment of patients, site initiation and the completion of clinical trial milestones. In accruing for these services, we estimate the time period over which services will be performed and the level of effort to be expended in each period. If possible, we obtain information regarding unbilled services directly from these service providers. However, we may be required to estimate these services based on other information available to us. If we underestimate or overestimate the activities or fees associated with a study or service at a given point in time, adjustments to research and development expenses may be necessary in future periods. Historically, our estimated accrued liabilities have approximated actual expense incurred. Subsequent changes in estimates may result in a material change in our accruals. |
Prepaid Materials | Prepaid Materials We capitalize the purchase of certain raw materials and related supplies for use in the manufacturing of drug product in our preclinical and clinical development programs, as we have determined that these materials have alternative future use. We can use these raw materials and related supplies in multiple clinical drug products, and therefore have future use independent of the development status of any particular drug program until it is utilized in the manufacturing process. We expense the cost of materials when used. We periodically review these capitalized materials for continued alternative future use and write down the asset to its net realizable value in the period in which an impairment is identified. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . Subsequently, in November 2018, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments-Credit Losses . ASU 2016-13 requires entities to measure all expected credit losses for most financial assets held at the reporting date based on an expected loss model which includes historical experience, current conditions, and reasonable and supportable forecasts. ASU 2016-13 also requires enhanced disclosures to help financial statement users better understand significant estimates and judgments used in estimating credit losses. This ASU is effective for smaller reporting companies for fiscal years beginning after December 15, 2022, with early adoption permitted. The Company is assessing the impact this standard will have on its financial statements and disclosures. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement: Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement , which updates and modifies the disclosure requirements on fair value measurements in Topic 820, primarily in relation to Level 3 fair value measurements. This update is effective for annual periods beginning after December 15, 2019, and interim periods within those periods. Early adoption is permitted. The adoption of this guidance on January 1, 2020 did not have a material impact on our financial statements. In November 2018, the FASB issued ASU No. 2018-18, Collaborative Arrangements , which clarifies the interaction between Topic 808 , Collaborative Arrangements and Topic 606, including clarification around certain transactions between collaborative arrangement participants and adding unit-of-account guidance to Topic 808. This update is effective for annual periods beginning after December 15, 2019, and interim periods within those periods. Early adoption is permitted. The adoption of this guidance on January 1, 2020 did not have a material impact on our financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes - Simplifying the Accounting for Income Taxes (“ASU 2019-12”). The guidance removes exceptions to the general principles in Income Taxes (Topic 740) for allocating tax expense between financial statement components, accounting basis differences stemming from an ownership change in foreign investments and interim period income tax accounting for year-to-date losses that exceed projected losses. The guidance becomes effective for annual reporting periods beginning after December 15, 2020 and interim periods within those fiscal years with early adoption permitted. The adoption of this guidance had no impact on our financial statements. |
Fair Value Measurement | Fair Value Measurements We have certain financial assets recorded at fair value which have been classified as Level 1, 2, or 3 within the fair value hierarchy as described in the accounting standards for fair value measurements. Accounting standards define fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants as of the measurement date. Market participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact, and (iv) willing to transact. The accounting standards provide an established hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability and are developed based on market data obtained from independent sources. Unobservable inputs are inputs that reflect our assumptions about the factors that market participants would use in valuing the asset or liability. The accounting standards prioritize the inputs used in measuring the fair value into the following hierarchy: • Level 1 includes financial instruments for which quoted market prices for identical instruments are available in active markets. • Level 2 includes financial instruments for which there are inputs other than quoted prices included within Level 1 that are observable for the instrument such as quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets with insufficient volume or infrequent transactions (less active markets) or model-driven valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. • Level 3 includes financial instruments for which fair value is derived from valuation techniques in which one or more significant inputs are unobservable, including management’s own assumptions. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Hierarchy for Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents our fair value hierarchy for assets measured at fair value on a recurring basis as of March 31, 2020 and December 31, 2019 (in thousands): Fair value as of March 31, 2020 Total Level 1 Level 2 Level 3 Assets: Cash equivalents $ 24,388 $ 24,388 $ — $ — $ 24,388 $ 24,388 $ — $ — Fair value as of December 31, 2019 Total Level 1 Level 2 Level 3 Assets: Cash equivalents $ 8,909 $ 8,909 $ — $ — $ 8,909 $ 8,909 $ — $ — |
Term Loan (Tables)
Term Loan (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Term Loan | As of March 31, 2020, future principal payments for the Term Loan due under the Loan Agreement are as follows (in thousands): 2020 $ — 2021 9,035 2022 5,646 $ 14,681 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Common Stock Reserved for Future Issuance | The following shares of common stock were reserved for future issuance as of March 31, 2020 (in thousands): Class A-1 convertible preferred stock outstanding (as-converted) 4,159 Class A-2 convertible preferred stock outstanding (as-converted) 26,317 Initial Closing warrants 13,890 Milestone Closing warrants 32,884 Common stock options outstanding 6,116 RSUs outstanding 89 Common stock available for future grant under 2019 Equity Incentive Plan 1,571 Employee Stock Purchase Plan 190 Total common shares reserved for future issuance 85,216 |
Stock Option Activity | The following table summarizes our stock option and RSU activity (together Stock Awards) under all equity incentive plans for the three months ended March 31, 2020 (shares in thousands): Number of options Weighted average exercise price Number of RSUs Weighted average grant date fair value Stock Awards outstanding at December 31, 2019 3,098 $ 1.17 129 $ 1.50 Granted 3,073 $ 1.31 — $ — Exercised (options) or Vested (RSUs) (1 ) $ 0.95 (21 ) $ 1.50 Canceled/forfeited/expired (54 ) $ 1.78 (19 ) $ 1.50 Stock Awards outstanding at March 31, 2020 6,116 $ 1.24 89 $ 1.50 |
Assumptions Used to Estimate Fair Value of Stock Options and Performance Stock and Employee Stock Purchase Plan | The following table summarizes the weighted average assumptions used to estimate the fair value of stock options and performance stock awards granted to employees under our 2012 Equity Incentive Plan, 2015 Inducement Plan and 2019 Equity Incentive Plan and the shares purchasable under our Employee Stock Purchase Plan during the periods presented: Three months ended 2020 2019 Stock options and performance stock options Risk-free interest rate 1.4 % 2.6 % Volatility 95.4 % 93.8 % Dividend yield — — Expected term (years) 6.1 6.1 Employee stock purchase plan shares Risk-free interest rate 1.4 % 2.4 % Volatility 105.9 % 119.4 % Dividend yield — — Expected term (years) 0.5 0.5 |
Stock-Based Compensation | The following table summarizes the allocation of our stock-based compensation expense for all stock awards during the periods presented (in thousands): Three months ended 2020 2019 Research and development $ 157 $ 471 General and administrative 666 488 Total $ 823 $ 959 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Operating Lease, Liability, Maturity | Our future lease payments under operating and finance leases at March 31, 2020 are as follows (in thousands): Operating Leases Finance Leases Remaining 2020 $ 323 $ 215 2021 442 57 Total lease payments $ 765 $ 272 Less: amount representing interest (72 ) (7 ) Present value of obligations under leases 693 265 Less: current portion (375 ) (265 ) Long-term lease obligations $ 318 $ — |
Finance Lease, Liability, Maturity | future lease payments under operating and finance leases at March 31, 2020 are as follows (in thousands): Operating Leases Finance Leases Remaining 2020 $ 323 $ 215 2021 442 57 Total lease payments $ 765 $ 272 Less: amount representing interest (72 ) (7 ) Present value of obligations under leases 693 265 Less: current portion (375 ) (265 ) Long-term lease obligations $ 318 $ — |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Narrative) (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019USD ($) | Mar. 31, 2020USD ($)employee | |
Accounting Policies [Abstract] | ||
Number of employees | employee | 21 | |
Financing from sale proceeds, debt, and agreement revenues | $ 454,100 | |
Cash and cash equivalents | $ 34,121 | $ 28,052 |
Net Loss Per Share (Detail)
Net Loss Per Share (Detail) - shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Earnings Per Share [Abstract] | ||
Potentially dilutive securities not included in calculation of diluted net loss per share (in shares) | 36,680,830 | 1,180,337 |
Fair Value Measurements (Fair V
Fair Value Measurements (Fair Value Hierarchy for Assets and Liabilities Measured at Fair Value on Recurring Basis) (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Assets measured at fair value on a recurring basis | $ 24,388 | $ 8,909 |
Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Assets measured at fair value on a recurring basis | 24,388 | 8,909 |
Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Assets measured at fair value on a recurring basis | 0 | 0 |
Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Assets measured at fair value on a recurring basis | 0 | 0 |
Cash equivalents | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Assets measured at fair value on a recurring basis | 24,388 | 8,909 |
Cash equivalents | Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Assets measured at fair value on a recurring basis | 24,388 | 8,909 |
Cash equivalents | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Assets measured at fair value on a recurring basis | 0 | 0 |
Cash equivalents | Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Assets measured at fair value on a recurring basis | $ 0 | $ 0 |
Term Loan (Details)
Term Loan (Details) $ in Thousands | May 03, 2019USD ($) | Apr. 09, 2019USD ($) | Jun. 22, 2016USD ($) | Jun. 17, 2016number_of_payment | Mar. 31, 2019USD ($) | Nov. 30, 2018USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | May 07, 2019USD ($) | Nov. 05, 2018USD ($) |
Debt Instrument [Line Items] | ||||||||||
Upfront payment received | $ 1,800 | $ 2,500 | ||||||||
Debt Financing Agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Stated interest rate, percentage | 8.51% | |||||||||
Number of monthly payments | number_of_payment | 24 | |||||||||
Long-term debt | $ 14,700 | |||||||||
Debt fee | 1,900 | |||||||||
Debt issuance costs | $ 100 | |||||||||
Debt instrument effective rate | 8.98% | |||||||||
Debt Financing Agreement | London Interbank Offered Rate (LIBOR) | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate, percentage | 0.44% | |||||||||
Debt Financing Agreement Tranche A | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Proceeds from borrowing under term loan | $ 20,000 | |||||||||
Long-term debt | $ 14,681 | |||||||||
Fourth Amendment | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Prepayment requirement of loan from license fees | 25.00% | |||||||||
Potential revenue through milestone payments | $ 10,000 | |||||||||
Prepayment requirement of loan from license fees amount | $ 400 | $ 600 | ||||||||
Payment fee | 5.50% | |||||||||
Seventh Amendment | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Minimum cash, debt covenant | $ 10,000 | |||||||||
Debt covenant, condition two | 10,000 | |||||||||
Debt covenant, condition one | 5,000 | |||||||||
Eight Amendment | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest only payment fee | $ 100 | |||||||||
Maturity extension fee | $ 700 | |||||||||
Minimum cash, debt covenant | $ 20,000 | |||||||||
Eight Amendment - Milestone Payment | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Minimum cash, debt covenant | $ 10,000 | |||||||||
Minimum | Seventh Amendment | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Prepayment requirement of loan from license fees | 25.00% | |||||||||
Prepayment requirement of loan from license fees amount | $ 5,000 | |||||||||
Minimum | Eight Amendment | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Prepayment requirement of loan from license fees | 75.00% | |||||||||
Maximum | Seventh Amendment | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Prepayment requirement of loan from license fees | 75.00% | |||||||||
Maximum | Eight Amendment | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Prepayment requirement of loan from license fees | 100.00% |
Term Loan (Future Principal Pay
Term Loan (Future Principal Payments) (Details) - Debt Financing Agreement Tranche A $ in Thousands | Mar. 31, 2020USD ($) |
Debt Instrument [Line Items] | |
Future Repayments of Principal, 2021 | $ 0 |
Future Repayments of Principal, 2022 | 9,035 |
Future Repayments of Principal, 2023 | 5,646 |
Long-term Debt | $ 14,681 |
Stockholders' Equity (Narrative
Stockholders' Equity (Narrative) (Details) $ / shares in Units, $ in Thousands | Jan. 22, 2020shares | Dec. 24, 2019USD ($)$ / sharesshares | May 07, 2019USD ($)$ / sharesshares | May 03, 2019USD ($)shares | Dec. 12, 2018USD ($)shares | Oct. 02, 2018 | Mar. 31, 2020USD ($)shares | Mar. 31, 2019USD ($) | Dec. 31, 2019shares |
Subsidiary, Sale of Stock [Line Items] | |||||||||
Total common shares reserved for future issuance (in shares) | 85,216,000 | ||||||||
Warrants Exercised | 0 | ||||||||
Reverse stock split ratio | 0.0833 | ||||||||
Stock-based compensation expenses | $ | $ 823 | $ 959 | |||||||
Private Placement | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Share sold (in shares) | 9,730,534 | ||||||||
Warrants callable | 9,730,534 | ||||||||
Sale of stock price (usd per share) | $ / shares | $ 1.205 | ||||||||
Consideration received | $ | $ 16,700 | ||||||||
Convertible Preferred stock into common stock | 10 | ||||||||
Warrant exercise period | 5 years | ||||||||
Warrant exercise price (usd per share) | $ / shares | $ 1.08 | ||||||||
Milestone Closing | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Consideration received | $ | $ 24,600 | ||||||||
At The Moment | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Share sold (in shares) | 1,903,880 | ||||||||
Consideration received | $ | $ 2,100 | ||||||||
Commission fee rate | 3.00% | ||||||||
Commissions paid | $ | $ 100 | ||||||||
Shares issued (in shares) | 0 | ||||||||
Preferred Class A | Private Placement | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Warrants callable | 4,158,980 | ||||||||
Sale of stock price (usd per share) | $ / shares | $ 10.80 | ||||||||
Nonvoting convertible preferred stock issued | 415,898 | ||||||||
Class A-2 Convertible Preferred Stock | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Convertible Preferred stock into common stock | 656,682 | ||||||||
Reverse stock split ratio | 10 | ||||||||
Class A-2 Convertible Preferred Stock | Milestone Closing | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Share sold (in shares) | 3,288,390 | ||||||||
Warrants callable | 32,883,900 | ||||||||
Consideration received | $ | $ 26,000 | ||||||||
Warrant exercise price (usd per share) | $ / shares | $ 0.666 | ||||||||
Warrants, term | 5 years | ||||||||
Class A-1 Convertible Preferred Stock | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Convertible Preferred stock into common stock | 0 | ||||||||
Warrant | Preferred Class A | Private Placement | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Sale of stock price (usd per share) | $ / shares | $ 0.125 | ||||||||
Common stock | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Conversions of convertible preferred stock (in shares) | 6,566,820 | ||||||||
Directors, Executive Officers and Employees | Private Placement | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Share sold (in shares) | 526,083 | ||||||||
Directors, Executive Officers and Employees | Preferred Class A | Private Placement | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Warrants callable | 526,083 | ||||||||
Proceeds from issuance of right to purchase common shares | $ | $ 600 | ||||||||
Certain Directors and Executive Officers [Member] | Class A-2 Convertible Preferred Stock | Milestone Closing | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Share sold (in shares) | 121,581 | ||||||||
Warrants callable | 1,215,810 | ||||||||
Consideration received | $ | $ 1,000 | ||||||||
2019 Plan | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Number of additional shares authorized (in shares) | 4,166,860 | ||||||||
Number of additional shares authorized yearly increase (in shares) | 5.00% | ||||||||
Common stock available for future grant (in shares) | 1,571,199 | ||||||||
Total common shares reserved for future issuance (in shares) | 1,762,220 |
Stockholders' Equity (Common St
Stockholders' Equity (Common Stock Reserved for Future Issuance) (Detail) shares in Thousands | Mar. 31, 2020shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Common stock options outstanding (in shares) | 6,116 |
Total common shares reserved for future issuance (in shares) | 85,216 |
Common stock available for future grant under 2019 Equity Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Common stock available for future grant (in shares) | 1,571 |
Employee Stock Purchase Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Common stock available for future grant (in shares) | 190 |
Restricted Stock Units (RSUs) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
RSUs outstanding (in shares) | 89 |
Class A-1 Convertible Preferred Stock | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Preferred stock, shares outstanding (in shares) | 4,159 |
Class A-2 Convertible Preferred Stock | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Preferred stock, shares outstanding (in shares) | 26,317 |
Initial Closing Warrants | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants outstanding (in shares) | 13,890 |
Milestone Closing Warrants | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants outstanding (in shares) | 32,884 |
Stockholders' Equity (Stock Opt
Stockholders' Equity (Stock Option and RSU Activity) (Detail) shares in Thousands | 3 Months Ended |
Mar. 31, 2020$ / sharesshares | |
Number of options | |
Number of options, ending outstanding number (in shares) | 6,116 |
Stock options and performance stock options | |
Number of options | |
Number of options, beginning outstanding number (in shares) | 3,098 |
Number of options, Granted (in shares) | 3,073 |
Number of options, Exercised (in shares) | (1) |
Number of options, Canceled/forfeited/expired (in shares) | (54) |
Number of options, ending outstanding number (in shares) | 6,116 |
Weighted average exercise price | |
Weighted average exercise price, beginning balance (in dollars per share) | $ / shares | $ 1.17 |
Weighted average exercise price, Granted (in dollars per share) | $ / shares | 1.31 |
Weighted average exercise price, Exercised (in dollars per share) | $ / shares | 0.95 |
Weighted average exercise price, Canceled/forfeited/expired (in dollars per share) | $ / shares | 1.78 |
Weighted average exercise price, ending balance (in dollars per share) | $ / shares | $ 1.24 |
Restricted Stock Units (RSUs) | |
Number of RSUs | |
Shares outstanding (in shares) | 129 |
Shares granted (in shares) | 0 |
Shares vested in period (in shares) | (21) |
Shares canceled in period (in shares) | (19) |
Shares outstanding (in shares) | 89 |
Weighted average grant date fair value | |
Beginning balance (usd per share) | $ / shares | $ 1.50 |
Granted (usd per share) | $ / shares | 0 |
Exercised (usd per share) | $ / shares | 1.50 |
Canceled/forfeited/expired (usd per share) | $ / shares | 1.50 |
Ending balance (usd per share) | $ / shares | $ 1.50 |
Stockholders' Equity (Assumptio
Stockholders' Equity (Assumptions Used to Estimate Fair Value of Stock Options and Performance Stock and Employee Stock Purchase Plan) (Detail) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Employee stock purchase plan shares | ||
Weighted average assumptions | ||
Risk-free interest rate | 1.40% | 2.40% |
Volatility | 105.90% | 119.40% |
Dividend yield | 0.00% | 0.00% |
Expected term (years) | 6 months | 6 months |
Stock options and performance stock options | ||
Weighted average assumptions | ||
Risk-free interest rate | 1.40% | 2.60% |
Volatility | 95.40% | 93.80% |
Dividend yield | 0.00% | 0.00% |
Expected term (years) | 6 years 1 month 6 days | 6 years 1 month 6 days |
Stockholders' Equity (Stock-Bas
Stockholders' Equity (Stock-Based Compensation Expense Allocation) (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expenses | $ 823 | $ 959 |
Research and development | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expenses | 157 | 471 |
General and administrative | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expenses | $ 666 | $ 488 |
Collaborations (Detail)
Collaborations (Detail) | 1 Months Ended | 3 Months Ended | 8 Months Ended | |||||||
Apr. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Nov. 30, 2018USD ($) | Feb. 28, 2014USD ($)$ / sharesshares | Jul. 31, 2013USD ($) | Jul. 31, 2012target | Mar. 31, 2020USD ($)shares | Mar. 31, 2019USD ($) | Jan. 31, 2014USD ($) | Dec. 31, 2019USD ($)shares | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Revenues (less than) | $ 6,000 | $ 6,778,000 | ||||||||
Common stock, shares issued (shares) | shares | 27,608,783 | 21,018,663 | ||||||||
Common stock value | $ 22,000 | $ 21,000 | ||||||||
Upfront payment received | $ 1,800,000 | $ 2,500,000 | ||||||||
Revenue under collaborations | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Revenues (less than) | 100,000 | 6,800,000 | ||||||||
Sanofi | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Number of collaborative areas granted | target | 4 | |||||||||
Upfront payment non-creditable portion recognized | $ 2,500,000 | |||||||||
Deferred revenue | $ 400,000 | |||||||||
Potential revenue through milestone payments | $ 6,800,000 | |||||||||
Agreement period | 24 months | |||||||||
Upfront payment received | $ 2,500,000 | $ 1,800,000 | $ 2,500,000 | |||||||
Development milestone not achievable | $ 40,000,000 | |||||||||
Sanofi | Private Placement | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Common stock, shares issued (shares) | shares | 1,303,780 | |||||||||
Price per share (in dollars per share) | $ / shares | $ 7.67 | |||||||||
Common stock value | $ 10,000,000 | |||||||||
Restriction period in which Alliances could not sell, transfer, make any short sale of, or grant any option for the sale of any common stock | 12 months | |||||||||
Sanofi | Minimum | United States | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Royalties based on percentage of net sales | 10.00% | |||||||||
Sanofi | Minimum | Outside of the United States | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Royalties based on percentage of net sales | 10.00% | |||||||||
Sanofi | Maximum | United States | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Royalties based on percentage of net sales | 20.00% | |||||||||
Sanofi | Maximum | Outside of the United States | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Royalties based on percentage of net sales | 20.00% | |||||||||
Sanofi | Development Commercialization And License Agreement | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Initial upfront option payment | $ 2,500,000 | |||||||||
Deferred revenue creditable against future milestones | $ 1,250,000 | $ 1,250,000 | $ 1,250,000 | |||||||
Upfront payment non-creditable portion recognized | $ 1,250,000 | |||||||||
Sanofi | Proof-of-Concept Trial | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Potential revenue through milestone payments | 38,800,000 | |||||||||
Sanofi | Regulatory and Commercialization Milestones | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Potential revenue through milestone payments | 130,000,000 | |||||||||
Sanofi | Clinical | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Potential revenue through milestone payments | $ 40,000,000 | |||||||||
Sanofi | Development Milestones | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Potential revenue through milestone payments | $ 40,000,000 |
Leases (Narrative) (Details)
Leases (Narrative) (Details) | Feb. 19, 2019USD ($) | Dec. 31, 2019USD ($) | Mar. 31, 2020USD ($) | Jul. 01, 2019USD ($) | Jun. 19, 2019USD ($)ft² | Apr. 01, 2019USD ($) | Feb. 25, 2019USD ($)ft² | Dec. 31, 2018USD ($) | Dec. 31, 2016USD ($) | Aug. 31, 2015USD ($) | Jul. 31, 2015ft² |
Lessee, Lease, Description [Line Items] | |||||||||||
Net rentable area | ft² | 59,248 | ||||||||||
Term of contract | 96 months | ||||||||||
Incentive from lessor | $ 1,400,000 | ||||||||||
Tenant improvement allowance | $ 8,200,000 | ||||||||||
Lease liability payments eliminated | $ 14,400,000 | ||||||||||
Operating lease payments due | $ 765,000 | ||||||||||
Remaining 2020 | 323,000 | ||||||||||
Base rent payments due 2021 | 442,000 | ||||||||||
Noncash leasehold improvements | $ 5,600,000 | ||||||||||
Noncash gain due to reduction of lease liability | 1,300,000 | ||||||||||
Deferred cost of liability | 900,000 | ||||||||||
Operating lease liability | 693,000 | ||||||||||
Termination of lease cost | 1,600,000 | ||||||||||
Other Noncurrent Liabilities | |||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||
Deferred rent credit, noncurrent | $ 8,000,000 | ||||||||||
Nitto | |||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||
Relocation assistance payment | $ 100,000 | ||||||||||
Security deposit difference payment | 200,000 | ||||||||||
Rent reimbursement | $ 1,300,000 | ||||||||||
Lease net impact of modification (less than) | 400,000 | ||||||||||
Initial direct cost liability | $ 3,800,000 | ||||||||||
ROU asset | 2,900,000 | ||||||||||
Deferred credit, operating lease liabilities | $ 900,000 | ||||||||||
February Lease | |||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||
Net rentable area | ft² | 24,562 | ||||||||||
Term of contract | 51 months | ||||||||||
Operating lease payments due | 4,800,000 | $ 4,800,000 | |||||||||
Remaining 2020 | 600,000 | ||||||||||
Base rent payments due 2021 | 1,200,000 | ||||||||||
Base rent payments due 2022 | 1,200,000 | ||||||||||
Base rent payments due 2023 | 1,200,000 | ||||||||||
Base rent payments due 2024 | $ 600,000 | ||||||||||
New Premises | |||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||
Net rentable area | ft² | 8,727 | ||||||||||
Term of contract | 2 years 6 months | ||||||||||
Lease liability payments eliminated | $ 4,800,000 | ||||||||||
Base rent payments due 2021 | 400,000 | ||||||||||
Base rent payments due 2022 | 400,000 | ||||||||||
Noncash gain due to reduction of lease liability | 500,000 | ||||||||||
Deferred cost of liability | 200,000 | ||||||||||
Operating lease liability | $ 0 | ||||||||||
Initial direct cost liability | $ 800,000 | ||||||||||
ROU asset | 600,000 | ||||||||||
Deferred credit, operating lease liabilities | $ 200,000 |
Leases (Operating and Finance M
Leases (Operating and Finance Maturities) (Details) $ in Thousands | Mar. 31, 2020USD ($) |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
Remaining 2020 | $ 323 |
2021 | 442 |
Operating lease payments due | 765 |
Less: amount representing interest | (72) |
Present value of obligations under leases | 693 |
Less: current portion | (375) |
Long-term lease obligations | 318 |
Finance Lease, Liability, Payment, Due [Abstract] | |
Remaining 2020 | 215 |
2021 | 57 |
Total lease payments | 272 |
Less: amount representing interest | (7) |
Present value of obligations under leases | 265 |
Less: current portion | (265) |
Long-term lease obligations | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions | Apr. 23, 2020USD ($) |
Subsequent Event | |
Subsequent Event [Line Items] | |
PPP Loan proceeds | $ 0.7 |