Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Oct. 31, 2019 | |
Cover [Abstract] | ||
Entity Registrant Name | SYROS PHARMACEUTICALS, INC. | |
Trading Symbol | SYRS | |
Entity Central Index Key | 0001556263 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 42,441,227 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Ex Transition Period | true | |
Entity Emerging Growth Company | true | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity File Number | 001-37813 | |
Entity Tax Identification Number | 45-3772460 | |
Entity Address, Address Line One | 620 Memorial Drive | |
Entity Address, Address Line Two | Suite 300 | |
Entity Address, City or Town | Cambridge | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02139 | |
City Area Code | (617) | |
Local Phone Number | 744-1340 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | DE | |
Title of 12(b) Security | Common stock, par value $0.001 | |
Security Exchange Name | NASDAQ |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 33,364 | $ 49,886 |
Marketable securities | 74,774 | 49,793 |
Prepaid expenses and other current assets | 2,244 | 1,417 |
Restricted cash, current portion | 638 | 638 |
Total current assets | 111,020 | 101,734 |
Property and equipment, net | 11,147 | 3,861 |
Other long-term assets | 933 | 881 |
Restricted cash, net of current portion | 3,376 | 290 |
Right-of-use assets – operating leases | 16,496 | |
Right-of-use asset – financing lease | 859 | |
Total assets | 143,831 | 106,766 |
Current liabilities: | ||
Accounts payable | 8,043 | 3,309 |
Accrued expenses | 11,204 | 13,893 |
Deferred revenue, current portion | 1,114 | 1,926 |
Deferred rent, current portion | 392 | |
Financing and capital lease obligations, current portion | 231 | 9 |
Operating lease obligations, current portion | 1,978 | |
Total current liabilities | 22,570 | 19,529 |
Deferred rent, net of current portion | 7,076 | 353 |
Deferred revenue, net of current portion | 7,614 | 8,276 |
Financing and capital lease obligations, net of current portion | 648 | 22 |
Operating lease obligations, net of current portion | 18,425 | |
Commitments and contingencies (See Note 8) | ||
Stockholders' equity: | ||
Preferred stock, $0.001 par value; 10,000,000 shares authorized at September 30, 2019 and December 31, 2018; 666 and 0 shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively (equivalent to 666,000 shares of common stock upon conversion) | ||
Common stock, $0.001 par value; 200,000,000 shares authorized at September 30, 2019 and December 31, 2018; 42,441,227 and 33,765,864 shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively | 43 | 34 |
Additional paid-in capital | 367,764 | 296,100 |
Accumulated other comprehensive gain (loss) | 21 | (3) |
Accumulated deficit | (273,254) | (217,545) |
Total stockholders' equity | 94,574 | 78,586 |
Total liabilities and stockholders' equity | $ 143,831 | $ 106,766 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (Unaudited) - $ / shares | Sep. 30, 2019 | Dec. 31, 2018 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 666 | 0 |
Preferred stock, shares outstanding | 666 | 0 |
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 | 42,441,227 | 33,765,864 |
Common stock, shares outstanding | 42,441,227 | 33,765,864 |
Convertible preferred Stock, shares issued upon conversion | 666,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Statement [Abstract] | ||||
Revenue | $ 558 | $ 412 | $ 1,474 | $ 1,157 |
Operating expenses: | ||||
Research and development | 15,931 | 12,856 | 43,968 | 35,054 |
General and administrative | 5,016 | 3,876 | 15,077 | 11,792 |
Total operating expenses | 20,947 | 16,732 | 59,045 | 46,846 |
Loss from operations | (20,389) | (16,320) | (57,571) | (45,689) |
Other income, net | 596 | 583 | 1,862 | 1,442 |
Net loss applicable to common stockholders | $ (19,793) | $ (15,737) | $ (55,709) | $ (44,247) |
Net loss per share applicable to common stockholders - basic and diluted | $ (0.47) | $ (0.47) | $ (1.42) | $ (1.37) |
Weighted-average number of common shares used in net loss per share applicable to common stockholders - basic and diluted | 42,439,338 | 33,653,479 | 39,324,751 | 32,306,261 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net loss | $ (19,793) | $ (15,737) | $ (55,709) | $ (44,247) |
Other comprehensive gain (loss): | ||||
Unrealized holding gains (losses) on marketable securities | 17 | (6) | 24 | 29 |
Comprehensive loss | $ (19,776) | $ (15,743) | $ (55,685) | $ (44,218) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY - USD ($) $ in Thousands | Total | Incyte | Follow On Offering | Follow On OfferingCommon Stock and Warrants | Follow On OfferingPreferred Stock and Warrants | Private Placement | At The Market | Common Stock | Common StockIncyte | Common StockFollow On Offering | Common StockFollow On OfferingCommon Stock and Warrants | Common StockPrivate Placement | Common StockAt The Market | Preferred Stock | Preferred StockFollow On OfferingPreferred Stock and Warrants | Additional Paid-In Capital | Additional Paid-In CapitalIncyte | Additional Paid-In CapitalFollow On Offering | Additional Paid-In CapitalFollow On OfferingCommon Stock and Warrants | Additional Paid-In CapitalFollow On OfferingPreferred Stock and Warrants | Additional Paid-In CapitalPrivate Placement | Additional Paid-In CapitalAt The Market | Accumulated Other Comprehensive Gain (Loss) | Accumulated Deficit |
Balance at Dec. 31, 2017 | $ 65,324 | $ 26 | $ 220,606 | $ (42) | $ (155,266) | |||||||||||||||||||
Balance (in shares) at Dec. 31, 2017 | 26,423,376 | |||||||||||||||||||||||
Exercise of stock options | 488 | 488 | ||||||||||||||||||||||
Exercise of stock options, Shares | 103,153 | |||||||||||||||||||||||
Issuance of stock, net of issuance costs | $ 7,648 | $ 42,700 | $ 1,380 | $ 16,538 | $ 1 | $ 6 | $ 1 | $ 7,647 | $ 42,694 | $ 1,380 | $ 16,537 | |||||||||||||
Issuance of stock, net of costs and fees (in shares) | 793,021 | 4,816,753 | 144,505 | 1,373,677 | ||||||||||||||||||||
Stock-based compensation expense | 4,977 | 4,977 | ||||||||||||||||||||||
Other comprehensive gain (loss) | 29 | 29 | ||||||||||||||||||||||
Net loss | (44,247) | (44,247) | ||||||||||||||||||||||
Balance at Sep. 30, 2018 | 94,837 | $ 34 | 294,329 | (13) | (199,513) | |||||||||||||||||||
Balance (in shares) at Sep. 30, 2018 | 33,654,485 | |||||||||||||||||||||||
Balance at Dec. 31, 2017 | 65,324 | $ 26 | 220,606 | (42) | (155,266) | |||||||||||||||||||
Balance (in shares) at Dec. 31, 2017 | 26,423,376 | |||||||||||||||||||||||
Net loss | (62,300) | |||||||||||||||||||||||
Balance at Dec. 31, 2018 | $ 78,586 | $ 34 | 296,100 | (3) | (217,545) | |||||||||||||||||||
Balance (in shares) at Dec. 31, 2018 | 33,765,864 | 33,765,864 | ||||||||||||||||||||||
Balance (in shares) at Dec. 31, 2018 | 0 | |||||||||||||||||||||||
Balance at Jun. 30, 2018 | $ 108,712 | $ 34 | 292,461 | (7) | (183,776) | |||||||||||||||||||
Balance (in shares) at Jun. 30, 2018 | 33,621,055 | |||||||||||||||||||||||
Exercise of stock options, Shares | 96 | |||||||||||||||||||||||
Issuance of stock, net of issuance costs | $ 330 | $ 330 | ||||||||||||||||||||||
Issuance of stock, net of costs and fees (in shares) | 33,334 | |||||||||||||||||||||||
Stock-based compensation expense | 1,538 | 1,538 | ||||||||||||||||||||||
Other comprehensive gain (loss) | (6) | (6) | ||||||||||||||||||||||
Net loss | (15,737) | (15,737) | ||||||||||||||||||||||
Balance at Sep. 30, 2018 | 94,837 | $ 34 | 294,329 | (13) | (199,513) | |||||||||||||||||||
Balance (in shares) at Sep. 30, 2018 | 33,654,485 | |||||||||||||||||||||||
Balance at Dec. 31, 2018 | $ 78,586 | $ 34 | 296,100 | (3) | (217,545) | |||||||||||||||||||
Balance (in shares) at Dec. 31, 2018 | 33,765,864 | 33,765,864 | ||||||||||||||||||||||
Exercise of stock options | $ 51 | 51 | ||||||||||||||||||||||
Exercise of stock options, Shares | 7,780 | 7,780 | ||||||||||||||||||||||
Issuance of stock, net of issuance costs | $ 60,359 | $ 4,638 | $ 9 | $ 60,350 | $ 4,638 | |||||||||||||||||||
Issuance of stock, net of costs and fees (in shares) | 8,667,333 | 666 | ||||||||||||||||||||||
Exercise of warrants | $ 2 | 2 | ||||||||||||||||||||||
Exercise of warrants, Shares | 250 | |||||||||||||||||||||||
Stock-based compensation expense | 6,623 | 6,623 | ||||||||||||||||||||||
Other comprehensive gain (loss) | 24 | 24 | ||||||||||||||||||||||
Net loss | (55,709) | (55,709) | ||||||||||||||||||||||
Balance at Sep. 30, 2019 | $ 94,574 | $ 43 | 367,764 | 21 | (273,254) | |||||||||||||||||||
Balance (in shares) at Sep. 30, 2019 | 42,441,227 | 42,441,227 | ||||||||||||||||||||||
Balance (in shares) at Sep. 30, 2019 | 666 | 666 | ||||||||||||||||||||||
Balance at Jun. 30, 2019 | $ 111,915 | $ 43 | 365,329 | 4 | (253,461) | |||||||||||||||||||
Balance (in shares) at Jun. 30, 2019 | 42,435,497 | |||||||||||||||||||||||
Balance (in shares) at Jun. 30, 2019 | 666 | |||||||||||||||||||||||
Exercise of stock options | 45 | 45 | ||||||||||||||||||||||
Exercise of stock options, Shares | 5,480 | |||||||||||||||||||||||
Exercise of warrants | 2 | 2 | ||||||||||||||||||||||
Exercise of warrants, Shares | 250 | |||||||||||||||||||||||
Stock-based compensation expense | 2,388 | 2,388 | ||||||||||||||||||||||
Other comprehensive gain (loss) | 17 | 17 | ||||||||||||||||||||||
Net loss | (19,793) | (19,793) | ||||||||||||||||||||||
Balance at Sep. 30, 2019 | $ 94,574 | $ 43 | $ 367,764 | $ 21 | $ (273,254) | |||||||||||||||||||
Balance (in shares) at Sep. 30, 2019 | 42,441,227 | 42,441,227 | ||||||||||||||||||||||
Balance (in shares) at Sep. 30, 2019 | 666 | 666 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Preferred Stock | |||
Issuance costs | $ 400 | ||
Common Stock | Incyte | |||
Issuance costs | $ 100 | ||
Common Stock | Follow On Offering | |||
Issuance costs | $ 4,600 | 3,300 | |
Common Stock | At The Market | |||
Issuance costs | $ 10 | $ 600 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Operating activities | ||
Net loss | $ (55,709) | $ (44,247) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,686 | 1,172 |
Amortization of financing right-of-use asset | 138 | |
Loss on disposal of fixed assets | 14 | |
Stock-based compensation expense | 6,623 | 4,977 |
Net amortization of premiums and discounts on marketable securities | (751) | (334) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (827) | (758) |
Other long-term assets | (2) | (45) |
Accounts payable | 92 | 369 |
Accrued expenses | (2,602) | 1,529 |
Deferred revenue | (1,474) | 11,095 |
Operating lease asset and liabilities | 3,162 | |
Deferred rent and lease incentive | (261) | |
Net cash used in operating activities | (49,650) | (26,503) |
Investing activities | ||
Purchases of property and equipment | (4,481) | (1,189) |
Proceeds from the disposition of property and equipment | 9 | |
Purchases of marketable securities | (108,206) | (72,000) |
Maturities of marketable securities | 84,000 | 42,500 |
Net cash used in investing activities | (28,687) | (30,680) |
Financing activities | ||
Payments on financing and capital lease obligations | (149) | (48) |
Proceeds from issuance of common stock through employee benefit plans | 51 | 487 |
Proceeds from issuance of common stock through exercise of warrants | 2 | |
Proceeds from issuance of common stock and warrants in public offerings and private placements, net of issuance costs | 60,359 | 68,508 |
Proceeds from issuance of convertible preferred stock and warrants in public offering, net of issuance costs | 4,638 | |
Net cash provided by financing activities | 64,901 | 68,947 |
(Decrease) increase in cash, cash equivalents and restricted cash | (13,436) | 11,764 |
Cash, cash equivalents and restricted cash, Beginning of period | 50,814 | 32,688 |
Cash, cash equivalents and restricted cash, End of period | 37,378 | 44,452 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 52 | 1 |
Non-cash investing and financing activities | ||
Property and equipment received but unpaid as of period end | 4,773 | 77 |
Assets acquired under financing lease | 997 | $ 28 |
Offering costs incurred but unpaid as of period end | $ 50 |
Nature of Business
Nature of Business | 9 Months Ended |
Sep. 30, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of Business | Syros Pharmaceuticals, Inc. (the "Company"), a Delaware corporation formed in November 2011, is a biopharmaceutical company seeking to redefine the power of small molecules to control the expression of genes by elucidating regulatory regions of the genome. The Company is subject to a number of risks similar to those of other early stage companies, including dependence on key individuals; risks inherent in the development and commercialization of medicines to treat human disease; competition from other companies, many of which are larger and better capitalized; risks relating to obtaining and maintaining necessary intellectual property protection; and the need to obtain adequate additional financing to fund the development of its product candidates and discovery activities. If the Company is unable to raise capital when needed or on favorable terms, it would be forced to delay, reduce, eliminate or out-license certain of its research and development programs or future commercialization rights to its product candidates. The Company has incurred significant annual net operating losses in every year since its inception. It expects to continue to incur significant and increasing net operating losses for at least the next several years. The Company’s net losses were $62.3 million, $54.0 million and $47.7 million for the years ended December 31, 2018, 2017 and 2016, respectively. As of September 30, 2019, the Company had an accumulated deficit of $273.3 million. The Company has not generated any revenues from product sales, has not completed the development of any product candidate and may never have a product candidate approved for commercialization. The Company has financed its operations to date primarily through the sale of equity securities. The Company has devoted substantially all of its financial resources and efforts to research and development and general and administrative expense to support such research and development. The Company’s net losses may fluctuate significantly from quarter to quarter and year to year. Net losses and negative cash flows have had, and will continue to have, an adverse effect on the Company’s stockholders' equity and working capital. The Company believes that its cash, cash equivalents and marketable securities of $108.1 million as of will be sufficient to allow the Company to fund its current operating plan for a period of at least 12 months past the issuance date of these unaudited interim condensed consolidated financial statements |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The Company’s unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted from this report, as is permitted by such rules and regulations. Accordingly, these financial statements should be read in conjunction with the financial statements as of and for the year ended December 31, 2018 and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 filed with the Securities and Exchange Commission (“SEC”) on March 7, 2019. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited financial statements except as noted below with respect to the adoption of ASC 842. In the opinion of the Company’s management, the accompanying unaudited interim condensed consolidated financial statements contain all adjustments that are necessary to present fairly the Company’s financial position as of September 30, 2019, the results of its operations and statements of stockholder’s equity for the three and nine months ended September 30, 2019 and 2018, and statements of cash flows for the nine months ended September 30, 2019 and 2018. Such adjustments are of a normal and recurring nature. The results for the nine months ended September 30, 2019 are not necessarily indicative of the results for the year ending December 31, 2019, or for any future period. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of Syros Pharmaceuticals, Inc. and its wholly owned subsidiaries, Syros Securities Corporation, a Massachusetts corporation formed by the Company in December 2014 to exclusively engage in buying, selling and holding securities on its own behalf, and Syros Pharmaceuticals (Ireland) Limited, an Irish limited liability company formed by the Company in January 2019. All intercompany transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Management considers many factors in selecting appropriate financial accounting policies and in developing the estimates and assumptions that are used in the preparation of the financial statements. Management must apply significant judgment in this process. In addition, other factors may affect estimates, which include, but are not limited to, expected business and operational changes, sensitivity and volatility associated with the assumptions used in developing estimates and whether historical trends are expected to be representative of future trends. Management’s estimation process often may yield a range of potentially reasonable estimates and management must select an amount that falls within that range of reasonable estimates. On an ongoing basis, the Company’s management evaluates its estimates, which include, but are not limited to, estimates related to revenue recognition, stock-based compensation expense, accrued expenses and income taxes. Actual results may differ from those estimates or assumptions. Segment Information Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions on how to allocate resources and assess performance. The Company's chief operating decision maker is the Chief Executive Officer. The Company and the chief operating decision maker view the Company's operations and manage its business in one operating segment. The Company operates only in the United States. Cash and Cash Equivalents The Company considers all highly liquid instruments that have original maturities of three months or less when acquired to be cash equivalents. Cash equivalents, which generally consist of money market funds that invest in U.S. Treasury obligations, as well as overnight repurchase agreements, are stated at fair value. The Company maintains its bank accounts at one major financial institution. Fair Value of Financial Instruments ASC 820, Fair Value Measurement ASC 820 identified fair value as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, ASC 820 established a three-tier fair value hierarchy that distinguishes between the following: Level 1—Quoted market prices (unadjusted) in active markets for identical assets or liabilities. Level 2—Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable, such as quoted market prices, interest rates and yield curves. Level 3—Unobservable inputs developed using estimates or assumptions developed by the Company, which reflect those that a market participant would use. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized as Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The carrying amounts reflected in the condensed consolidated balance sheets for cash and cash equivalents, prepaid expenses, other current assets, restricted cash, accounts payable, accrued expenses, deferred revenue and financing and operating lease liabilities approximate their respective fair values due to their short-term nature. Revenue Recognition To date the Company’s only revenue has consisted of collaboration and license revenue. The Company has not generated any revenue from product sales and does not expect to generate any revenue from product sales for the foreseeable future. For the three and nine months ended September 30, 2019, the Company recognized approximately $0.6 million and $1.5 million of revenue, respectively. For the three and nine months ended September 30, 2018, the Company recognized approximately $0.4 million and $1.2 million of revenue, respectively. All revenue recognized for the periods presented is attributable to the Company’s target discovery collaboration with Incyte Corporation (“Incyte”). The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. If a contract is determined to be within the scope of ASC 606 at inception, the Company assesses the goods or services promised within such contract, determines which of those goods and services are performance obligations, and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. From time to time, the Company may enter into agreements that are within the scope of ASC 606. The terms of these arrangements typically include payment to the Company of one or more of the following: non-refundable, up-front license fees or prepaid research and development services; development, regulatory and commercial milestone payments; and royalties on net sales of licensed products. Each of these payments results in license and collaboration revenues, except for revenues from royalties on net sales of licensed products, which will be classified as royalty revenues. The Company analyzes its collaboration arrangements to assess whether they are within the scope of ASC 808, Collaborative Arrangements Research and Development Expenditures relating to research and development are expensed in the period incurred. Research and development expenses consist of both internal and external costs associated with the Company’s drug discovery activities and product candidates. Research and development costs include salaries and benefits, materials and supplies, external research, preclinical and clinical development expenses, stock-based compensation expense and facilities costs. Facilities costs primarily include the allocation of rent, utilities, depreciation and amortization. In certain circumstances, the Company is required to make nonrefundable advance payments to vendors for goods or services that will be received in the future for use in research and development activities. In such circumstances, the nonrefundable advance payments are deferred and capitalized, even when there is no alternative future use for the research and development, until related goods or services are provided. The Company records accruals for estimated ongoing research costs. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the work being performed, including the phase or completion of the event, invoices received and costs. Significant judgements and estimates may be made in determining the accrued balances at the end of any reporting period. Actual results could differ from the Company’s estimates. The Company may in-license the rights to develop and commercialize product candidates. For each in-license transaction the Company evaluates whether it has acquired processes or activities along with inputs that would be sufficient to constitute a “business” as defined under U.S. GAAP. A “business” as defined under U.S. GAAP consists of inputs and processes applied to those inputs that have the ability to create outputs. Although businesses usually have outputs, outputs are not required for an integrated set of activities to qualify as a business. When the Company determines that it has not acquired sufficient processes or activities to constitute a business, any up-front payments, as well as milestone payments, are immediately expensed as acquired research and development in the period in which they are incurred. Stock-Based Compensation Expense The Company accounts for its stock-based compensation awards in accordance with ASC 718, Compensation—Stock Compensation The Company expenses the fair value of its stock-based awards to employees on a straight-line basis over the associated service period, which is generally the vesting period. For stock-based awards granted to non-employees, effective January 1, 2019, comparable with employees, the related expense is recognized on a straight-line basis and is no longer subject to remeasurement at the end of each reporting period. Through December 31, 2018, stock-based compensation expense for awards to non-employees was recognized over the vesting period during which services were rendered by such non-employees and at the end of each financial reporting period prior to vesting, the fair value of these awards was remeasured using the then-current fair value of such awards. The Company accounts for forfeitures as they occur instead of estimating forfeitures at the time of grant. Ultimately, the actual expense recognized over the vesting period will be for only those options that vest. For stock-based awards that contain performance-based milestones, the Company records stock-based compensation expense in accordance with the accelerated attribution model. Management evaluates when the achievement of a performance-based milestone is probable based on the expected satisfaction of the performance conditions as of the reporting date. For certain of the Company’s performance-based awards, notwithstanding any vesting in accordance with the achievement of performance-based milestones, such awards vest in full on the sixth anniversary of the vesting commencement date. Net Loss per Share Basic net earnings per share applicable to common stockholders is calculated by dividing net earnings applicable to common stockholders by the weighted average shares outstanding during the period, without consideration for common stock equivalents. Diluted net earnings per share applicable to common stockholders is calculated by adjusting the weighted average shares outstanding for the dilutive effect of common stock equivalents outstanding for the period, determined using the two-class method and the if-converted method. For purposes of the dilutive net loss per share applicable to common stockholders calculation, convertible preferred stock, stock options, warrants and unvested restricted stock are considered to be common stock equivalents but are excluded from the calculation of diluted net loss per share applicable to common stockholders, as their effect would be anti-dilutive; therefore, basic and diluted net loss per share applicable to common stockholders were the same for all periods presented. The following common stock equivalents were excluded from the calculation of diluted net loss per share applicable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: As of September 30, 2019 2018 Stock options 4,651,250 3,711,150 Unvested restricted stock 1,108,691 — Warrants 2,118,094 — Convertible preferred stock (*) 666,000 — Total 8,544,035 3,711,150 * Reflecting 1 to 1,000 conversion ratio from preferred stock to common stock. Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on differences between the financial statement carrying amounts and the tax bases of the assets and liabilities using the enacted tax rates in effect in the years in which the differences are expected to reverse. A valuation allowance against deferred tax assets is recorded if, based on the weight of the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions using a more-likely-than-not threshold for recognizing and resolving uncertain tax positions. The evaluation of uncertain tax positions is based on factors including, but not limited to, changes in the law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, new audit activity, and changes in facts or circumstances related to a tax position. Recent Accounting Pronouncements In April 2019, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326 Financial Instruments – Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825 . Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurements (Topic 820) , Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) Leases Targeted Improvements In June 2018, the FASB issued ASU No. 2018-07, Compensation -Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting |
Agreements with Incyte Corporat
Agreements with Incyte Corporation | 9 Months Ended |
Sep. 30, 2019 | |
Incyte | |
Agreements with Incyte Corporation | 3. Agreements with Incyte Corporation Collaboration Agreement In January 2018, the Company and Incyte entered into a Target Discovery, Research Collaboration and Option Agreement (the “Collaboration Agreement”). Under the Collaboration Agreement, the Company is using its proprietary gene control platform to identify novel therapeutic targets with a focus on myeloproliferative neoplasms, and Incyte has received options to obtain exclusive worldwide rights to intellectual property resulting from the collaboration for the development and commercialization of therapeutic products directed to up to seven validated targets. For each option exercised by Incyte, Incyte will have the exclusive worldwide right to use the licensed intellectual property to develop and commercialize therapeutic products that modulate the target as to which the option was exercised. In January 2018, the Company also entered into a Stock Purchase Agreement with Incyte (the “Stock Purchase Agreement”) whereby, for an aggregate purchase price of $10.0 million, Incyte purchased 793,021 shares of the Company’s common stock at $12.61 per share. Under the terms of the Stock Purchase Agreement, the shares were purchased at a 30% premium over the volume-weighted sale price of the shares of the Company’s common stock over the 15 trading day period immediately preceding the date of the Stock Purchase Agreement. Collaboration Revenue The Company analyzed the Collaboration Agreement to assess whether it is within the scope of ASC 808. As it was determined that the arrangement did not involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards dependent on the commercial success of such activities, the Company concluded that the Collaboration Agreement was not within the scope of ASC 808. The Company assessed the Collaboration Agreement and concluded that it represents a contract with a customer within the scope of ASC 606. The Company has identified a single performance obligation which includes (i) a research license that Incyte retains as long as there remains an unexercised option (the “Research License”) and (ii) research and development services provided during the research term. The Collaboration Agreement includes options to (x) obtain additional time to exercise the license options for certain targets designated as definitive validation targets and (y) obtain license rights to each validated target, both of which were not considered by the Company’s management to be material rights, and therefore not performance obligations, at inception. At inception, the total transaction price was determined to be $12.3 million, which consisted of a $2.5 million upfront non-refundable and non-creditable payment, the $7.5 million Prepaid Research Amount and $2.3 million in premium paid on the equity investment made pursuant the Stock Purchase Agreement. The Collaboration Agreement also provides for development and regulatory milestones that are only payable subsequent to the exercise of an option and were therefore excluded from transaction price at inception. The Company intends to re-evaluate the transaction price at the end of each reporting period and as uncertain events are resolved or other changes in circumstances occur. There were no changes to the transaction price during the nine months ended September 30, 2019. During the three and nine months ended September 30, 2019, the Company recognized $0.6 million and $1.5 million of revenue, respectively, and $0.4 million and $1.2 million during the three and nine months ended September 30, 2018, respectively, that was previously deferred under the Collaboration Agreement. As of September 30, 2019, the Company has deferred revenue outstanding under the Collaboration Agreement of approximately $8.7 million, of which $1.1 million and $7.6 million were classified as short and long-term, respectively, on the Company’s condensed consolidated balance sheets. The following table presents the changes in deferred revenue for the nine months ended September 30, 2019 (in thousands): Nine months ended September 30, 2019 Balance at Beginning of Period Additions Deductions Balance at End of Period Deferred revenue $ 10,202 $ — $ 1,474 $ 8,728 |
Cash, Cash Equivalents and Mark
Cash, Cash Equivalents and Marketable Securities | 9 Months Ended |
Sep. 30, 2019 | |
Investments Debt And Equity Securities [Abstract] | |
Cash, Cash Equivalents and Marketable Securities | 4. Cash, Cash Equivalents and Marketable Securities Cash equivalents are highly liquid investments that are readily convertible into cash with original maturities of three months or less when purchased. Marketable securities consist of securities with original maturities greater than 90 days when purchased. The Company classifies these marketable securities as available-for-sale and records them at fair value in the accompanying condensed consolidated balance sheets. Unrealized gains or losses are included in accumulated other comprehensive gain (loss). Premiums or discounts from par value are amortized to other income over the life of the underlying security. Cash, cash equivalents and marketable securities consisted of the following at September 30, 2019 and December 31, 2018 (in thousands): Unrealized Unrealized Fair September 30, 2019 Amortized Cost Gains Losses Value Cash and Cash equivalents: Cash and money market funds $ 21,364 $ — $ — $ 21,364 Overnight repurchase agreements 12,000 — — 12,000 Marketable Securities: U.S. treasury obligations 74,753 21 — 74,774 Total: $ 108,117 $ 21 $ — $ 108,138 Unrealized Unrealized Fair December 31, 2018 Amortized Cost Gains Losses Value Cash and Cash equivalents: Cash and money market funds $ 34,886 $ — $ — $ 34,886 Overnight repurchase agreements 15,000 — — 15,000 Marketable Securities: U.S. treasury obligations 49,796 — (3 ) 49,793 Total: $ 99,682 $ — $ (3 ) $ 99,679 Although available to be sold to meet operating needs or otherwise, securities are generally held through maturity. The cost of securities sold is determined based on the specific identification method for purposes of recording realized gains and losses. During the nine months ended September 30, 2019, there were no realized gains or losses on sales of investments, and no investments were adjusted for other-than-temporary declines in fair value. As of September 30, 2019 and December 31, 2018, all marketable securities had maturities of less than twelve months when purchased and therefore were classified as short-term. At September 30, 2019, the Company held two securities that were in an unrealized loss position. The aggregate fair value of securities held by the Company in an unrealized loss position for less than twelve months as of September 30, 2019 was $10.0 million. There were no securities held by the Company in an unrealized loss position for more than twelve months as of September 30, 2019. The Company has the intent and ability to hold such securities until recovery. The Company determined that there was no material change in the credit risk of the above marketable securities. As a result, the Company determined it did not hold any marketable securities with an other-than temporary impairment as of September 30, 2019. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 5. Fair Value Measurements Assets measured at fair value on a recurring basis as of September 30, 2019 and December 31, 2018 were as follows (in thousands): Active Observable Unobservable Markets Inputs Inputs Description September 30, 2019 (Level 1) (Level 2) (Level 3) Cash and cash equivalents: Cash and money market funds $ 21,364 $ 21,364 $ — $ — Overnight repurchase agreements 12,000 — 12,000 — Marketable securities: U.S. treasury obligations 74,774 74,774 — — $ 108,138 $ 96,138 $ 12,000 $ — Active Observable Unobservable Markets Inputs Inputs Description December 31, 2018 (Level 1) (Level 2) (Level 3) Cash and cash equivalents: Cash and money market funds $ 34,886 $ 34,886 $ — $ — Overnight repurchase agreements 15,000 — 15,000 — Marketable securities: U.S. treasury obligations 49,793 49,793 — — $ 99,679 $ 84,679 $ 15,000 $ — |
Restricted Cash
Restricted Cash | 9 Months Ended |
Sep. 30, 2019 | |
Cash And Cash Equivalents [Abstract] | |
Restricted Cash | 6. Restricted Cash At September 30, 2019, the Company had $4.0 million in restricted cash, of which $0.6 million was classified as short-term and $3.4 million as long-term. In connection with the execution of the 2019 Lease (See Note 8), the Company was required to provide the landlord with a letter of credit in the amount of $3.1 million that will expire 95 days after expiration or early termination of the 2019 Lease. The Company will have the right, under certain conditions, to reduce the amount of the letter of credit to $2.1 million in October 2023. The $3.1 million letter of credit was classified as long-term restricted cash on the Company’s condensed consolidated balance sheet as of September 30, 2019. At December 31, 2018, the Company had $0.9 million in restricted cash, of which $0.6 million was classified as short-term and $0.3 million was classified as long-term. In August 2018, the Company entered into a manufacturing agreement with a third party for manufacturing services related to one of its product candidates. In accordance with the terms of the manufacturing agreement, the Company was required to provide a letter of credit in the amount of $0.6 million. The initial term of the letter of credit expired on September 30, 2019 and under the terms of the manufacturing agreement, automatically renewed for an additional one-year period. The letter of credit will continue to automatically renew for additional one-year periods unless 90 days’ notice is provided to the bank by the Company or unless released by the third-party manufacturer. The letter of credit was classified as short-term on the Company’s condensed consolidated balance sheets as of September 30, 2019. In October 2019, the third-party manufacturer released the Company from the letter of credit in accordance with the terms of the manufacturing agreement. In connection with this release, the Company collected the $0.6 million in full and the letter of credit is no longer outstanding. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the amounts shown in the Company’s condensed consolidated statement of cash flows as of September 30, 2019, December 31, 2018, September 30, 2018 and December 31, 2017 (in thousands): September 30, 2019 December 31, 2018 September 30, 2018 December 31, 2017 Cash and cash equivalents $ 33,364 $ 49,886 $ 43,524 $ 32,205 Restricted cash, current portion 638 638 638 193 Restricted cash, net of current portion 3,376 290 290 290 Total cash, cash equivalents and restricted cash $ 37,378 $ 50,814 $ 44,452 $ 32,688 |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2019 | |
Payables And Accruals [Abstract] | |
Accrued Expenses | 7. Accrued Expenses Accrued expenses consisted of the following as of September 30, 2019 and December 31, 2018 (in thousands): September 30, 2019 December 31, 2018 External research and preclinical development $ 7,271 $ 10,119 Employee compensation and benefits 3,323 2,985 Professional fees 549 618 Facilities and other 61 171 $ 11,204 $ 13,893 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. Commitments and Contingencies Operating Leases In March 2015, the Company entered into an operating lease for approximately 21,488 rentable square feet of office and laboratory space in Cambridge, Massachusetts (the “2015 Lease”), with a lease term commencing in August 2015 and ending in October 2020. In November 2019, the Company and its landlord agreed to terminate the 2015 Lease effective December 31, 2019. On January 8, 2019, the Company entered into a lease (the “2019 Lease”) with respect to approximately 52,859 square feet of space in Cambridge, Massachusetts for a lease term commencing in January 2019 and ending in February 2030. The Company has the option to extend the lease term for one additional ten (10) year period. The 2019 Lease has escalating rent payments and the Company records rent expense on a straight-line basis over the term of the 2019 Lease, including any rent-free periods. The 2019 Lease includes certain lease incentives in the form of tenant allowances. The 2019 Lease also includes an abatement period in which the Company is not required to remit monthly rent payments until March 2020. In connection with the execution of the 2019 Lease, the Company was required to provide the landlord with a letter of credit in the amount of $3.1 million (See Note 6). The Company determined that, for purposes of applying ASC 842, the commencement date of the 2019 Lease occurred on May 1, 2019. The Company recorded a right-of-use asset and lease liability of $15.8 million using an incremental borrowing rate of 9.3%, net of tenant allowances of $9.3 million, on the May 1, 2019 lease commencement date. The Company is amortizing the tenant allowance over the term of the 2019 Lease starting at the lease commencement date on a straight-line basis. On the Company’s condensed consolidated balance sheets, the Company classified $0.7 million of the lease liability as short-term and $18.3 million of the lease liability as long-term as of September 30, 2019. The Company elected the practical expedient provided under ASC 842 and therefore has combined all lease and non-lease components when determining the right-of-use asset and lease liability for the 2019 Lease. Financing Lease In March 2019, the Company entered into an equipment lease agreement (the “Equipment Lease”) that has a 48-month term. At the end of the term, the Company has the right to return the leased equipment, extend the lease, or buy the equipment at the then-current fair market value of the equipment. The Company accounted for the Equipment Lease as a financing lease under ASC 842 and recorded a financing lease right-of-use asset and a corresponding financing lease liability of approximately $1.0 million at the time of executing the Equipment Lease. The following is a maturity analysis of the annual undiscounted cash flows reconciled to the carrying value of the operating and financing lease liabilities as of September 30, 2019 (in thousands): Operating Financing/Capital Three months ending December 31, 2019 $ 358 $ 76 Year ended December 31, 2020 4,252 304 Year ended December 31, 2021 3,824 300 Year ended December 31, 2022 3,935 299 Year ended December 31, 2023 4,049 51 Year ended December 31, 2024 and beyond 27,709 — Total minimum lease payments $ 44,127 $ 1,030 Less imputed interest 16,648 151 Less leasehold incentive 7,076 — Total lease liability $ 20,403 $ 879 The following table outlines the total lease cost for the Company’s operating and financing leases as well as weighted average information for these leases as of September 30, 2019 (in thousands): Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Lease cost: Operating lease cost $ 959 $ 1,893 Financing lease cost: Amortization of right-of-use asset $ 61 $ 138 Interest on lease liabilities 21 52 Total financing lease cost $ 82 $ 190 Cash paid for amounts included in the measurement of liabilities Operating cash flows from operating leases $ 330 $ 989 Operating cash flows from financing lease $ 76 $ 200 Other information: Nine Months Ended September 30, 2019 Weighted-average remaining lease term (in years) - operating lease 9.71 Weighted-average discount rate - operating lease 9.35 % Weighted-average remaining lease term (in years) - financing lease 3.49 Weighted-average discount rate - financing lease 9.32 % Following the adoption of ASC 842, the Company has a right-of-use asset and lease liability that resulted in recording a new temporary tax difference as the Company is now recognizing right-of-use assets and related lease liabilities for the first time and those assets and liabilities have no corresponding tax basis. The Company does not expect the adoption of ASC 842 to have an impact on the Company’s tax expenses and benefits as any deferred tax assets or deferred tax liabilities will be offset with the Company’s full valuation allowance. License Agreements TMRC Co. Ltd. In September 2015, the Company entered into an exclusive license agreement with TMRC Co. Ltd. ("TMRC") to develop and commercialize tamibarotene in North America and Europe for the treatment of cancer. This agreement was amended and restated in April 2016. In exchange for this license, the Company agreed to a non-refundable upfront payment of $1.0 million, for which $0.5 million was paid in September 2015 upon execution of the agreement, and the remaining $0.5 million was paid in May 2016. Under the agreement, the Company is also obligated to make payments upon the successful achievement of clinical and regulatory milestones totaling approximately $13.0 million per indication, defined as a distinct tumor type. In September 2016, the Company paid $1.0 million to TMRC for a development milestone achieved upon the successful dosing of the first patient in its Phase 2 clinical trial of SY-1425. In addition, the Company is obligated to pay TMRC a single-digit percentage royalty, on a country-by-country and product-by-product basis, on net product sales of SY-1425 using know-how and patents licensed from TMRC in North America and Europe for a defined royalty term. The Company also entered into a supply management agreement with TMRC under which the Company agreed to pay TMRC a fee for each kilogram of SY-1425 active pharmaceutical ingredient that is produced. No payments were made under the supply management agreement during the nine months ended September 30, 2019 and 2018. |
Convertible Preferred Stock and
Convertible Preferred Stock and Warrants | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Convertible Preferred Stock and Warrants | 9 . Convertible Preferred Stock and Warrants Concurrent Public Offerings and Accounting Treatment On April 9, 2019, the Company completed two concurrent underwritten public offerings of its equity securities. In the first public offering, the Company sold 8,667,333 shares of its common stock and accompanying Class A warrants (the “Warrants”) to purchase 1,951,844 shares of the Company’s common stock, at a combined price to the public of $7.50 per common share and accompanying warrant. In the second public offering, the Company sold 666 shares of its Series A convertible preferred stock (the “Series A Preferred Stock”), and accompanying Warrants to purchase 166,500 shares of the Company’s common stock, at a combined public offering price of $7,500 per share and accompanying warrant. The offerings resulted in aggregate gross proceeds to the Company of $70.0 million, before underwriting discounts and commissions and offering expenses payable by the Company of approximately $5.0 million . Each share of Series A Preferred Stock is convertible into 1,000 shares of common stock at any time at the holder’s option, except that such conversion is prohibited if, as a result of such conversion and subject to certain exceptions, the holder, together with its affiliates and attribution parties, would own more than 9.99% of the Company’s issued and outstanding common stock. This percentage may be changed at the holder’s election to a higher or lower percentage upon 61 days’ notice to the Company. As of September 30, 2019, all 666 shares of Series A Preferred Stock remain outstanding and have not been converted into shares of common stock. Each Warrant has an exercise price per share of common stock of $8.625, subject to adjustment in certain circumstances, and will expire on October 10, 2022. Each Warrant is immediately exercisable, provided that the holder is prohibited, subject to certain exceptions, from exercising the Warrant for shares of the Company’s common stock to the extent that immediately prior to or after giving effect to such exercise, the holder, together with its affiliates and other attribution parties, would own more than 4.99% of the total number of shares of the Company’s common stock then issued and outstanding. This percentage may be changed at the holders’ election to a higher or lower percentage upon 61 days’ notice to the Company. The Company evaluated the Series A Preferred Stock and Warrants for liability or equity classification in accordance with the provisions of ASC 480, Distinguishing Liabilities from Equity The Series A Preferred Stock is not mandatorily redeemable and does not embody an obligation to buy back the shares outside of the Company’s control in a manner that could require the transfer of assets. Additionally, the Company determined that the Series A Preferred Stock would be recorded as permanent equity, not temporary equity, given that the holders of equally and more subordinated equity would be entitled to receive the same form of consideration upon the occurrence of the event that gives rise to the redemption or events of redemption that are within the control of the company. Additionally, as the effective conversion price of the Series A Preferred Stock of $6.57 was below the fair value of the Company’s common stock on the date of issuance of $7.50, the Company determined that the Series A Preferred Stock included a beneficial conversion feature. The Company calculated the beneficial conversion feature to be approximately $0.6 million, which was recorded as a discount to the Series A Preferred Stock at the time of issuance. The Warrants are classified as component of permanent equity because they are freestanding financial instruments that are legally detachable and separately exercisable from the shares of common stock with which they were issued, are immediately exercisable, do not embody an obligation for the Company to repurchase its shares, and permit the holders to receive a fixed number of shares of common stock upon exercise. In addition, the Warrants do not provide any guarantee of value or return. The Company valued the Warrants at issuance using the Black-Scholes option pricing model and determined the fair value of the Warrants to purchase 2,118,344 shares of the Company’s common stock at $9.0 million. The key inputs to the valuation model included an average volatility of 86.06% and an expected term of 3.5 years. As of September 30, 2019, Warrants to purchase 2,118,094 shares of common stock are outstanding and remain unexercised. Description of Series A Preferred Stock Voting Rights The Series A Preferred Stock will generally have no voting rights except as required by law and except that the consent of the holders of a majority of the Company’s outstanding shares of Series A Preferred Stock will be required to amend the terms of the Series A Preferred Stock or take certain other actions with respect to the Series A Preferred Stock. Dividends The Series A Preferred Stock will be entitled to receive dividends equal to (on an as-if-converted-to-common stock basis), and in the same form and manner as, dividends actually paid on shares of the Company’s common stock. Liquidation Rights Subject to the prior and superior rights of the holders of any securities ranking senior to the Series A Preferred Stock of the Company, upon liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, each holder of shares of Series A Preferred Stock shall be entitled to receive, in preference to any distributions of any of the assets or surplus funds of the Company to the holders of common stock, an amount equal to $0.001 per share of Series A Preferred Stock, plus an additional amount equal to any dividends declared but unpaid on such shares, before any payments shall be made or any assets distributed to holders of any class of common stock. If, upon any such liquidation, dissolution or winding up of the Company, the assets of the Company shall be insufficient to pay the holders of shares of the Series A Preferred Stock the amount required under the preceding sentence, then all remaining assets of the Company shall be distributed ratably to holders of the shares of the Series A Preferred Stock in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full. Conversion Each share of Series A Preferred Stock is convertible, at any time and from time to time from and after the issuance date, at the option of the holder thereof, into 1,000 shares of common stock, provided that the holder will be prohibited from converting Series A Preferred Stock into shares of the Company’s common stock if, as a result of such conversion, the holder, together with its affiliates and attribution parties, would own more than 9.99% of the total number of shares of common stock then issued and outstanding. The holder can change this requirement to a higher or lower percentage upon 61 days’ notice to the Company. Redemption The Company is not obligated to redeem or repurchase any shares of Series A Preferred Stock. Shares of Series A Preferred Stock are not entitled to any redemption rights or mandatory sinking fund or analogous fund provisions. |
Stock-Based Payments
Stock-Based Payments | 9 Months Ended |
Sep. 30, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Payments | 10 . Stock-Based Payments 2016 Stock Incentive Plan The 2016 Stock Incentive Plan (the “2016 Plan”) was adopted by the board of directors on December 15, 2015, approved by the stockholders on June 17, 2016, and became effective on July 6, 2016 upon the closing of the Company’s initial public offering (“IPO”). The 2016 Plan replaced the 2012 Equity Incentive Plan (the “2012 Plan”). Any options or awards outstanding under the 2012 Plan remained outstanding and effective. Under the 2016 Plan, the Company may grant incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards. The number of shares of the Company’s common stock reserved for issuance under the 2016 Plan automatically increases on the first day of each calendar year, through the 2025 calendar year, in an amount equal to the least of (i) 1,600,000 shares of common stock, (ii) 4.0% of the outstanding shares of common stock as of such date, or (iii) such lesser amount as specified by the board of directors. This number is subject to adjustment in the event of a stock split, stock dividend or other change in the Company’s capitalization. For the calendar year beginning January 1, 2019, the number of shares reserved for issuance under the 2016 Plan was increased by 1,350, 2016 Employee Stock Purchase Plan The 2016 Employee Stock Purchase Plan (the “2016 ESPP”) was adopted by the board of directors on December 15, 2015, approved by the stockholders on June 17, 2016, and became effective on July 6, 2016 upon the closing of the IPO. The number of shares of the Company’s common stock reserved for issuance under the 2016 ESPP automatically increases on the first day of each calendar year through the 2025 calendar year, in an amount equal to the least of (i) 1,173,333 shares of the Company’s common stock, (ii) 1.0% of the total number of shares of the Company’s common stock outstanding on the first day of the applicable year, and (iii) an amount determined by the Company’s board of directors. For the calendar year beginning January 1, 2019, the number of shares reserved for issuance under the 2016 ESPP was increased by 337,658 Stock Options Terms of stock option agreements, including vesting requirements, are determined by the board of directors, subject to the provisions of the 2016 Plan. Stock option awards granted by the Company generally vest over four years, with 25% vesting on the first anniversary of the vesting commencement date and 75% vesting ratably, on a monthly basis, over the remaining three years. Such awards have a contractual term of ten years from the grant date. The Company has granted stock options to management for which vesting accelerates upon the achievement of performance-based criteria. Milestone events are specific to the Company’s corporate goals, including but not limited to certain clinical development milestones and the Company’s ability to execute on its corporate development and financing strategies. Stock-based compensation expense associated with these performance-based stock options is recognized based on the accelerated attribution model. Management evaluates when the achievement of a performance-based milestone is probable based on the expected satisfaction of the performance conditions as of the reporting date. Notwithstanding any vesting in accordance with the achievement of performance-based milestones, such awards vest in full on the sixth anniversary of the vesting commencement date. The Company did not record any additional stock-based compensation expense related to the achievement of performance-based milestones during the three and nine months ended September 30, 2019. As of September 30, 2019, there was $0.9 million of unrecognized stock-based compensation expense related to the performance-based stock options granted to management, with an expected recognition period of 3.0 years. The Company has granted options to purchase 75,000 shares of common stock to an advisor that vest solely upon the achievement of performance-based criteria. As of September 30, 2019, none of such performance-based criteria had been achieved. As of September 30, 2019, there was $0.3 million of unrecognized compensation cost related to this option, with a remaining contractual period of 7.0 years. A summary of the status of stock options as of December 31, 2018 and September 30, 2019 and changes during the nine months ended September 30, 2019 is presented below: Aggregate Weighted Remaining Intrinsic Average Contractual Value Shares Exercise Price Life (in years) (in thousands) Outstanding at December 31, 2018 3,732,643 $ 9.88 7.9 $ 1,694 Granted 1,107,000 6.73 Exercised (7,780 ) 6.48 Cancelled (180,613 ) 10.02 Outstanding at September 30, 2019 4,651,250 $ 9.13 7.8 $ 9,419 Exercisable at September 30, 2019 2,085,000 $ 9.15 6.8 $ 4,591 The intrinsic value of stock options exercised during the nine months ended September 30, 2019 and 2018 was $19,300 and $0.8 million, respectively As of September 30, 2019, there was $14.1 million of total unrecognized compensation cost related to non-vested stock options granted to employees, excluding those stock option grants subject to the achievement of performance milestones, which is expected to be recognized over a weighted-average period of 2.8 years. Restricted Stock Units From time to time, upon approval by the Company’s board of directors, certain employees have been granted restricted stock units with time-based vesting criteria. The majority of these restricted stock units vest annually over a four-year term with 25% vesting on each anniversary of the grant date. Restricted stock units granted to the Company’s executive officers during the nine months ended September 30, 2019 vest in full on March 31, 2022. The fair value of restricted stock units is calculated based on the closing sale price of the Company’s common stock on the date of grant. A summary of the status of restricted stock units as of December 31, 2018 and September 30, 2019 and changes during the nine months ended September 30, 2019 is presented below: Weighted Average Grant Shares Date Fair Value Outstanding at December 31, 2018 — $ — Granted 1,145,625 6.77 Vested — — Forfeited (36,934 ) 6.71 Outstanding at September 30, 2019 1,108,691 $ 6.77 As of September 30, 2019, there was $6.2 million of unrecognized stock-based compensation expense related to outstanding restricted stock units, with an expected recognition period of 3.2 years. Stock-based Compensation Expense The fair value of each stock option granted was estimated on the date of grant using the Black-Scholes option-pricing model based on the following weighted-average assumptions: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Weighted-average risk-free interest rate 1.88 % 2.87 % 2.46 % 2.49 % Expected dividend yield — % — % — % — % Expected option term (in years) 6.08 6.08 6.02 6.03 Volatility 89.91 % 89.71 % 91.49 % 90.34 % The weighted-average grant date fair value per share of options granted in the nine months ended September 30, 2019 and 2018 was $5.10 and $8.15, respectively. The following table summarizes the stock-based compensation expense for stock options and restricted stock units granted to employees and non-employees recorded in the Company’s condensed consolidated statements of operations: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Research and development $ 874 $ 550 $ 2,490 $ 1,785 General and administrative 1,515 987 4,133 3,192 Total stock-based compensation expense $ 2,389 $ 1,537 $ 6,623 $ 4,977 Due to an operating loss, the Company does not record tax benefits associated with stock‑based compensation or option exercises. Tax benefits will be recorded when realized. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted from this report, as is permitted by such rules and regulations. Accordingly, these financial statements should be read in conjunction with the financial statements as of and for the year ended December 31, 2018 and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 filed with the Securities and Exchange Commission (“SEC”) on March 7, 2019. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited financial statements except as noted below with respect to the adoption of ASC 842. In the opinion of the Company’s management, the accompanying unaudited interim condensed consolidated financial statements contain all adjustments that are necessary to present fairly the Company’s financial position as of September 30, 2019, the results of its operations and statements of stockholder’s equity for the three and nine months ended September 30, 2019 and 2018, and statements of cash flows for the nine months ended September 30, 2019 and 2018. Such adjustments are of a normal and recurring nature. The results for the nine months ended September 30, 2019 are not necessarily indicative of the results for the year ending December 31, 2019, or for any future period. |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of Syros Pharmaceuticals, Inc. and its wholly owned subsidiaries, Syros Securities Corporation, a Massachusetts corporation formed by the Company in December 2014 to exclusively engage in buying, selling and holding securities on its own behalf, and Syros Pharmaceuticals (Ireland) Limited, an Irish limited liability company formed by the Company in January 2019. All intercompany transactions and balances have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Management considers many factors in selecting appropriate financial accounting policies and in developing the estimates and assumptions that are used in the preparation of the financial statements. Management must apply significant judgment in this process. In addition, other factors may affect estimates, which include, but are not limited to, expected business and operational changes, sensitivity and volatility associated with the assumptions used in developing estimates and whether historical trends are expected to be representative of future trends. Management’s estimation process often may yield a range of potentially reasonable estimates and management must select an amount that falls within that range of reasonable estimates. On an ongoing basis, the Company’s management evaluates its estimates, which include, but are not limited to, estimates related to revenue recognition, stock-based compensation expense, accrued expenses and income taxes. Actual results may differ from those estimates or assumptions. |
Segment Information | Segment Information Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions on how to allocate resources and assess performance. The Company's chief operating decision maker is the Chief Executive Officer. The Company and the chief operating decision maker view the Company's operations and manage its business in one operating segment. The Company operates only in the United States. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid instruments that have original maturities of three months or less when acquired to be cash equivalents. Cash equivalents, which generally consist of money market funds that invest in U.S. Treasury obligations, as well as overnight repurchase agreements, are stated at fair value. The Company maintains its bank accounts at one major financial institution. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments ASC 820, Fair Value Measurement ASC 820 identified fair value as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, ASC 820 established a three-tier fair value hierarchy that distinguishes between the following: Level 1—Quoted market prices (unadjusted) in active markets for identical assets or liabilities. Level 2—Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable, such as quoted market prices, interest rates and yield curves. Level 3—Unobservable inputs developed using estimates or assumptions developed by the Company, which reflect those that a market participant would use. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized as Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The carrying amounts reflected in the condensed consolidated balance sheets for cash and cash equivalents, prepaid expenses, other current assets, restricted cash, accounts payable, accrued expenses, deferred revenue and financing and operating lease liabilities approximate their respective fair values due to their short-term nature. |
Revenue Recognition | Revenue Recognition To date the Company’s only revenue has consisted of collaboration and license revenue. The Company has not generated any revenue from product sales and does not expect to generate any revenue from product sales for the foreseeable future. For the three and nine months ended September 30, 2019, the Company recognized approximately $0.6 million and $1.5 million of revenue, respectively. For the three and nine months ended September 30, 2018, the Company recognized approximately $0.4 million and $1.2 million of revenue, respectively. All revenue recognized for the periods presented is attributable to the Company’s target discovery collaboration with Incyte Corporation (“Incyte”). The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. If a contract is determined to be within the scope of ASC 606 at inception, the Company assesses the goods or services promised within such contract, determines which of those goods and services are performance obligations, and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. From time to time, the Company may enter into agreements that are within the scope of ASC 606. The terms of these arrangements typically include payment to the Company of one or more of the following: non-refundable, up-front license fees or prepaid research and development services; development, regulatory and commercial milestone payments; and royalties on net sales of licensed products. Each of these payments results in license and collaboration revenues, except for revenues from royalties on net sales of licensed products, which will be classified as royalty revenues. The Company analyzes its collaboration arrangements to assess whether they are within the scope of ASC 808, Collaborative Arrangements |
Research and Development | Research and Development Expenditures relating to research and development are expensed in the period incurred. Research and development expenses consist of both internal and external costs associated with the Company’s drug discovery activities and product candidates. Research and development costs include salaries and benefits, materials and supplies, external research, preclinical and clinical development expenses, stock-based compensation expense and facilities costs. Facilities costs primarily include the allocation of rent, utilities, depreciation and amortization. In certain circumstances, the Company is required to make nonrefundable advance payments to vendors for goods or services that will be received in the future for use in research and development activities. In such circumstances, the nonrefundable advance payments are deferred and capitalized, even when there is no alternative future use for the research and development, until related goods or services are provided. The Company records accruals for estimated ongoing research costs. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the work being performed, including the phase or completion of the event, invoices received and costs. Significant judgements and estimates may be made in determining the accrued balances at the end of any reporting period. Actual results could differ from the Company’s estimates. The Company may in-license the rights to develop and commercialize product candidates. For each in-license transaction the Company evaluates whether it has acquired processes or activities along with inputs that would be sufficient to constitute a “business” as defined under U.S. GAAP. A “business” as defined under U.S. GAAP consists of inputs and processes applied to those inputs that have the ability to create outputs. Although businesses usually have outputs, outputs are not required for an integrated set of activities to qualify as a business. When the Company determines that it has not acquired sufficient processes or activities to constitute a business, any up-front payments, as well as milestone payments, are immediately expensed as acquired research and development in the period in which they are incurred. |
Stock-Based Compensation Expense | Stock-Based Compensation Expense The Company accounts for its stock-based compensation awards in accordance with ASC 718, Compensation—Stock Compensation The Company expenses the fair value of its stock-based awards to employees on a straight-line basis over the associated service period, which is generally the vesting period. For stock-based awards granted to non-employees, effective January 1, 2019, comparable with employees, the related expense is recognized on a straight-line basis and is no longer subject to remeasurement at the end of each reporting period. Through December 31, 2018, stock-based compensation expense for awards to non-employees was recognized over the vesting period during which services were rendered by such non-employees and at the end of each financial reporting period prior to vesting, the fair value of these awards was remeasured using the then-current fair value of such awards. The Company accounts for forfeitures as they occur instead of estimating forfeitures at the time of grant. Ultimately, the actual expense recognized over the vesting period will be for only those options that vest. For stock-based awards that contain performance-based milestones, the Company records stock-based compensation expense in accordance with the accelerated attribution model. Management evaluates when the achievement of a performance-based milestone is probable based on the expected satisfaction of the performance conditions as of the reporting date. For certain of the Company’s performance-based awards, notwithstanding any vesting in accordance with the achievement of performance-based milestones, such awards vest in full on the sixth anniversary of the vesting commencement date. |
Net Loss per Share | Net Loss per Share Basic net earnings per share applicable to common stockholders is calculated by dividing net earnings applicable to common stockholders by the weighted average shares outstanding during the period, without consideration for common stock equivalents. Diluted net earnings per share applicable to common stockholders is calculated by adjusting the weighted average shares outstanding for the dilutive effect of common stock equivalents outstanding for the period, determined using the two-class method and the if-converted method. For purposes of the dilutive net loss per share applicable to common stockholders calculation, convertible preferred stock, stock options, warrants and unvested restricted stock are considered to be common stock equivalents but are excluded from the calculation of diluted net loss per share applicable to common stockholders, as their effect would be anti-dilutive; therefore, basic and diluted net loss per share applicable to common stockholders were the same for all periods presented. The following common stock equivalents were excluded from the calculation of diluted net loss per share applicable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: As of September 30, 2019 2018 Stock options 4,651,250 3,711,150 Unvested restricted stock 1,108,691 — Warrants 2,118,094 — Convertible preferred stock (*) 666,000 — Total 8,544,035 3,711,150 * Reflecting 1 to 1,000 conversion ratio from preferred stock to common stock. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on differences between the financial statement carrying amounts and the tax bases of the assets and liabilities using the enacted tax rates in effect in the years in which the differences are expected to reverse. A valuation allowance against deferred tax assets is recorded if, based on the weight of the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions using a more-likely-than-not threshold for recognizing and resolving uncertain tax positions. The evaluation of uncertain tax positions is based on factors including, but not limited to, changes in the law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, new audit activity, and changes in facts or circumstances related to a tax position. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In April 2019, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326 Financial Instruments – Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825 . Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurements (Topic 820) , Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) Leases Targeted Improvements In June 2018, the FASB issued ASU No. 2018-07, Compensation -Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Schedule of common stock equivalents excluded from the calculation of diluted net loss per share | The following common stock equivalents were excluded from the calculation of diluted net loss per share applicable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: As of September 30, 2019 2018 Stock options 4,651,250 3,711,150 Unvested restricted stock 1,108,691 — Warrants 2,118,094 — Convertible preferred stock (*) 666,000 — Total 8,544,035 3,711,150 * Reflecting 1 to 1,000 conversion ratio from preferred stock to common stock. |
Agreements with Incyte Corpor_2
Agreements with Incyte Corporation (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Revenue From Contract With Customer [Abstract] | |
Schedule of changes in deferred revenue | The following table presents the changes in deferred revenue for the nine months ended September 30, 2019 (in thousands): Nine months ended September 30, 2019 Balance at Beginning of Period Additions Deductions Balance at End of Period Deferred revenue $ 10,202 $ — $ 1,474 $ 8,728 |
Cash, Cash Equivalents and Ma_2
Cash, Cash Equivalents and Marketable Securities (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Investments Debt And Equity Securities [Abstract] | |
Schedule of cash equivalents and marketable securities, available for sale | Cash, cash equivalents and marketable securities consisted of the following at September 30, 2019 and December 31, 2018 (in thousands): Unrealized Unrealized Fair September 30, 2019 Amortized Cost Gains Losses Value Cash and Cash equivalents: Cash and money market funds $ 21,364 $ — $ — $ 21,364 Overnight repurchase agreements 12,000 — — 12,000 Marketable Securities: U.S. treasury obligations 74,753 21 — 74,774 Total: $ 108,117 $ 21 $ — $ 108,138 Unrealized Unrealized Fair December 31, 2018 Amortized Cost Gains Losses Value Cash and Cash equivalents: Cash and money market funds $ 34,886 $ — $ — $ 34,886 Overnight repurchase agreements 15,000 — — 15,000 Marketable Securities: U.S. treasury obligations 49,796 — (3 ) 49,793 Total: $ 99,682 $ — $ (3 ) $ 99,679 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets measured at fair value on a recurring basis | Assets measured at fair value on a recurring basis as of September 30, 2019 and December 31, 2018 were as follows (in thousands): Active Observable Unobservable Markets Inputs Inputs Description September 30, 2019 (Level 1) (Level 2) (Level 3) Cash and cash equivalents: Cash and money market funds $ 21,364 $ 21,364 $ — $ — Overnight repurchase agreements 12,000 — 12,000 — Marketable securities: U.S. treasury obligations 74,774 74,774 — — $ 108,138 $ 96,138 $ 12,000 $ — Active Observable Unobservable Markets Inputs Inputs Description December 31, 2018 (Level 1) (Level 2) (Level 3) Cash and cash equivalents: Cash and money market funds $ 34,886 $ 34,886 $ — $ — Overnight repurchase agreements 15,000 — 15,000 — Marketable securities: U.S. treasury obligations 49,793 49,793 — — $ 99,679 $ 84,679 $ 15,000 $ — |
Restricted Cash (Tables)
Restricted Cash (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Cash And Cash Equivalents [Abstract] | |
Schedule of reconciliation of cash, cash equivalents, and restricted cash | The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the amounts shown in the Company’s condensed consolidated statement of cash flows as of September 30, 2019, December 31, 2018, September 30, 2018 and December 31, 2017 (in thousands): September 30, 2019 December 31, 2018 September 30, 2018 December 31, 2017 Cash and cash equivalents $ 33,364 $ 49,886 $ 43,524 $ 32,205 Restricted cash, current portion 638 638 638 193 Restricted cash, net of current portion 3,376 290 290 290 Total cash, cash equivalents and restricted cash $ 37,378 $ 50,814 $ 44,452 $ 32,688 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following as of September 30, 2019 and December 31, 2018 (in thousands): September 30, 2019 December 31, 2018 External research and preclinical development $ 7,271 $ 10,119 Employee compensation and benefits 3,323 2,985 Professional fees 549 618 Facilities and other 61 171 $ 11,204 $ 13,893 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Reconciliation of Maturity Analysis of Annual Undiscounted Cash Flows | The Company determined that, for purposes of applying ASC 842, the commencement date of the 2019 Lease occurred on May 1, 2019. The Company recorded a right-of-use asset and lease liability of $15.8 million using an incremental borrowing rate of 9.3%, net of tenant allowances of $9.3 million, on the May 1, 2019 lease commencement date. The Company is amortizing the tenant allowance over the term of the 2019 Lease starting at the lease commencement date on a straight-line basis. On the Company’s condensed consolidated balance sheets, the Company classified $0.7 million of the lease liability as short-term and $18.3 million of the lease liability as long-term as of September 30, 2019. The Company elected the practical expedient provided under ASC 842 and therefore has combined all lease and non-lease components when determining the right-of-use asset and lease liability for the 2019 Lease. Financing Lease In March 2019, the Company entered into an equipment lease agreement (the “Equipment Lease”) that has a 48-month term. At the end of the term, the Company has the right to return the leased equipment, extend the lease, or buy the equipment at the then-current fair market value of the equipment. The Company accounted for the Equipment Lease as a financing lease under ASC 842 and recorded a financing lease right-of-use asset and a corresponding financing lease liability of approximately $1.0 million at the time of executing the Equipment Lease. The following is a maturity analysis of the annual undiscounted cash flows reconciled to the carrying value of the operating and financing lease liabilities as of September 30, 2019 (in thousands): Operating Financing/Capital Three months ending December 31, 2019 $ 358 $ 76 Year ended December 31, 2020 4,252 304 Year ended December 31, 2021 3,824 300 Year ended December 31, 2022 3,935 299 Year ended December 31, 2023 4,049 51 Year ended December 31, 2024 and beyond 27,709 — Total minimum lease payments $ 44,127 $ 1,030 Less imputed interest 16,648 151 Less leasehold incentive 7,076 — Total lease liability $ 20,403 $ 879 |
Schedule of Total Lease Cost for Operating and Financing Leases as well as Weighted Average Information for Leases | The following table outlines the total lease cost for the Company’s operating and financing leases as well as weighted average information for these leases as of September 30, 2019 (in thousands): Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Lease cost: Operating lease cost $ 959 $ 1,893 Financing lease cost: Amortization of right-of-use asset $ 61 $ 138 Interest on lease liabilities 21 52 Total financing lease cost $ 82 $ 190 Cash paid for amounts included in the measurement of liabilities Operating cash flows from operating leases $ 330 $ 989 Operating cash flows from financing lease $ 76 $ 200 Other information: Nine Months Ended September 30, 2019 Weighted-average remaining lease term (in years) - operating lease 9.71 Weighted-average discount rate - operating lease 9.35 % Weighted-average remaining lease term (in years) - financing lease 3.49 Weighted-average discount rate - financing lease 9.32 % |
Stock-Based Payments (Tables)
Stock-Based Payments (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of status of stock options and changes during the period | A summary of the status of stock options as of December 31, 2018 and September 30, 2019 and changes during the nine months ended September 30, 2019 is presented below: Aggregate Weighted Remaining Intrinsic Average Contractual Value Shares Exercise Price Life (in years) (in thousands) Outstanding at December 31, 2018 3,732,643 $ 9.88 7.9 $ 1,694 Granted 1,107,000 6.73 Exercised (7,780 ) 6.48 Cancelled (180,613 ) 10.02 Outstanding at September 30, 2019 4,651,250 $ 9.13 7.8 $ 9,419 Exercisable at September 30, 2019 2,085,000 $ 9.15 6.8 $ 4,591 |
Summary of status of restricted stock units and changes during the period | A summary of the status of restricted stock units as of December 31, 2018 and September 30, 2019 and changes during the nine months ended September 30, 2019 is presented below: Weighted Average Grant Shares Date Fair Value Outstanding at December 31, 2018 — $ — Granted 1,145,625 6.77 Vested — — Forfeited (36,934 ) 6.71 Outstanding at September 30, 2019 1,108,691 $ 6.77 |
Schedule of weighted-average assumptions used in Black-Scholes option-pricing model | The fair value of each stock option granted was estimated on the date of grant using the Black-Scholes option-pricing model based on the following weighted-average assumptions: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Weighted-average risk-free interest rate 1.88 % 2.87 % 2.46 % 2.49 % Expected dividend yield — % — % — % — % Expected option term (in years) 6.08 6.08 6.02 6.03 Volatility 89.91 % 89.71 % 91.49 % 90.34 % |
Summary of stock-based compensation expense for stock options granted to employee and non-employees | The following table summarizes the stock-based compensation expense for stock options and restricted stock units granted to employees and non-employees recorded in the Company’s condensed consolidated statements of operations: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Research and development $ 874 $ 550 $ 2,490 $ 1,785 General and administrative 1,515 987 4,133 3,192 Total stock-based compensation expense $ 2,389 $ 1,537 $ 6,623 $ 4,977 |
Nature of Business (Details)
Nature of Business (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |||||||
Net Loss | $ 19,793 | $ 15,737 | $ 55,709 | $ 44,247 | $ 62,300 | $ 54,000 | $ 47,700 |
Accumulated deficit | (273,254) | (273,254) | $ (217,545) | ||||
Cash equivalents and marketable securities | $ 108,100 | $ 108,100 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Segment Information and Off Balance Sheet Risk (Details) | 9 Months Ended |
Sep. 30, 2019segment | |
Accounting Policies [Abstract] | |
Number of operating segments | 1 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Revenue Recognition (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Accounting Policies [Abstract] | ||||
Revenue | $ 0.6 | $ 0.4 | $ 1.5 | $ 1.2 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Net Loss per Share (Details) - shares | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Anti-dilutive securities | ||
Total shares excluded from diluted net loss per share applicable to common stockholders | 8,544,035 | 3,711,150 |
Stock options | ||
Anti-dilutive securities | ||
Total shares excluded from diluted net loss per share applicable to common stockholders | 4,651,250 | 3,711,150 |
Unvested Restricted Stock | ||
Anti-dilutive securities | ||
Total shares excluded from diluted net loss per share applicable to common stockholders | 1,108,691 | |
Warrants | ||
Anti-dilutive securities | ||
Total shares excluded from diluted net loss per share applicable to common stockholders | 2,118,094 | |
Convertible Preferred Stock | ||
Anti-dilutive securities | ||
Total shares excluded from diluted net loss per share applicable to common stockholders | 666,000 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Net Loss per Share (Parenthetical) (Details) | Sep. 30, 2019 |
Common Stock | Convertible Preferred Stock | |
Anti-dilutive securities | |
Conversion ratio of series A stock into common stock | 1000.00% |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Recently Adopted Accounting Pronouncements (Details) $ in Thousands | Jan. 01, 2019USD ($)lease | Sep. 30, 2019USD ($) |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||
Operating lease liability | $ 20,403 | |
Operating lease liability, short term | 1,978 | |
Operating lease liability, long term | $ 100 | $ 18,425 |
Lease operating, discounted borrowing rate | 9.35% | |
Operating lease, right-of-use asset | $ 16,496 | |
Accounting Standards Update 2016-02 | ||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||
Lease practical expedient | true | |
Operating lease liability | $ 2,200 | |
Operating lease liability, short term | 1,100 | |
Operating lease liability, long term | $ 1,100 | 15,800 |
Lease operating, discounted borrowing rate | 10.00% | |
Operating lease, right-of-use asset | $ 1,500 | $ 15,800 |
Deferred rent | $ 700 | |
Number of immaterial capital leases classified as financing leases | lease | 2 |
Agreements with Incyte Corpor_3
Agreements with Incyte Corporation - Collaboration Agreement (Details) - USD ($) $ in Thousands | Jan. 08, 2018 | Jan. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Deferred revenue recognized | $ 600 | $ 400 | $ 1,500 | $ 1,200 | |||
Deferred revenue | |||||||
Deferred revenue | 8,728 | 8,728 | $ 10,202 | ||||
Deferred revenue, short-term | 1,100 | 1,100 | |||||
Deferred revenue, long-term | $ 7,614 | $ 7,614 | $ 8,276 | ||||
Incyte | Collaboration Agreement | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Up-front consideration | $ 10,000 | ||||||
Up-front consideration, cash | 2,500 | ||||||
Up-front consideration, pre-paid research funding | $ 7,500 | ||||||
Total transaction price | $ 12,300 | ||||||
Upfront non-refundable and non-creditable payment | 2,500 | ||||||
Prepaid research amount | 7,500 | ||||||
Premium paid on equity investment | $ 2,300 |
Agreements with Incyte Corpor_4
Agreements with Incyte Corporation - Stock Purchase Agreement (Details) - Incyte - Stock Purchase Agreement $ / shares in Units, $ in Millions | 1 Months Ended |
Jan. 31, 2018USD ($)$ / sharesshares | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |
Aggregate purchase price | $ | $ 10 |
Shares issued | shares | 793,021 |
Share price (in dollars per share) | $ / shares | $ 12.61 |
Premium to volume-weighted sale price of shares (as a percent) | 30.00% |
Trading days within which the purchase price represents a thirty percent (30%) premium to the volume-weighted sale price of the shares | 15 days |
Agreements with Incyte Corpor_5
Agreements with Incyte Corporation - Deferred revenue liabilities (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Contract With Customer Liability [Abstract] | |
Deferred revenue, Balance at Beginning of Period | $ 10,202 |
Deferred revenue, Additions | 0 |
Deferred revenue, Deductions | 1,474 |
Deferred revenue, Balance at End of Period | $ 8,728 |
Cash Equivalents and Marketable
Cash Equivalents and Marketable Securities (Details) | 9 Months Ended | |
Sep. 30, 2019USD ($)item | Dec. 31, 2018USD ($) | |
Cash Equivalents and Marketable Securities | ||
Marketable Securities, Amortized Cost | $ 108,117,000 | $ 99,682,000 |
Marketable Securities, Unrealized Gains | 21,000 | |
Marketable Securities, Unrealized Losses | (3,000) | |
Marketable Securities, Fair Value | 108,138,000 | 99,679,000 |
Realized gains (losses) | $ 0 | |
Number of investments adjusted for other-than-temporary declines in fair value | item | 0 | |
Fair value of securities held by Company in an unrealized loss position for less than twelve months | $ 10,000,000 | |
Number of securities in unrealized loss position for more than twelve months | item | 0 | |
Number of securities with an other-than-temporary impairment | item | 0 | |
Number of securities in unrealized loss position for less than twelve months | item | 2 | |
U.S treasury obligations | ||
Cash Equivalents and Marketable Securities | ||
Marketable Securities, Amortized Cost | $ 74,753,000 | 49,796,000 |
Marketable Securities, Unrealized Gains | 21,000 | |
Marketable Securities, Unrealized Losses | (3,000) | |
Marketable Securities, Fair Value | 74,774,000 | 49,793,000 |
Cash and money market funds | ||
Cash Equivalents and Marketable Securities | ||
Cash Equivalents, Amortized Cost | 21,364,000 | 34,886,000 |
Cash Equivalents, Fair value | 21,364,000 | 34,886,000 |
Overnight repurchase agreements | ||
Cash Equivalents and Marketable Securities | ||
Cash Equivalents, Amortized Cost | 12,000,000 | 15,000,000 |
Cash Equivalents, Fair value | $ 12,000,000 | $ 15,000,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Assets measured at fair value on a recurring basis: | ||
Marketable securities | $ 108,138 | $ 99,679 |
U.S treasury obligations | ||
Assets measured at fair value on a recurring basis: | ||
Marketable securities | 74,774 | 49,793 |
Cash and money market funds | ||
Assets measured at fair value on a recurring basis: | ||
Cash and cash equivalents | 21,364 | 34,886 |
Overnight repurchase agreements | ||
Assets measured at fair value on a recurring basis: | ||
Cash and cash equivalents | 12,000 | 15,000 |
Recurring | ||
Assets measured at fair value on a recurring basis: | ||
Total | 108,138 | 99,679 |
Recurring | U.S treasury obligations | ||
Assets measured at fair value on a recurring basis: | ||
Marketable securities | 74,774 | 49,793 |
Recurring | Level 1 | ||
Assets measured at fair value on a recurring basis: | ||
Total | 96,138 | 84,679 |
Recurring | Level 1 | U.S treasury obligations | ||
Assets measured at fair value on a recurring basis: | ||
Marketable securities | 74,774 | 49,793 |
Recurring | Level 2 | ||
Assets measured at fair value on a recurring basis: | ||
Total | 12,000 | 15,000 |
Recurring | Cash and money market funds | ||
Assets measured at fair value on a recurring basis: | ||
Cash and cash equivalents | 21,364 | 34,886 |
Recurring | Cash and money market funds | Level 1 | ||
Assets measured at fair value on a recurring basis: | ||
Cash and cash equivalents | 21,364 | 34,886 |
Recurring | Overnight repurchase agreements | ||
Assets measured at fair value on a recurring basis: | ||
Cash and cash equivalents | 12,000 | 15,000 |
Recurring | Overnight repurchase agreements | Level 2 | ||
Assets measured at fair value on a recurring basis: | ||
Cash and cash equivalents | $ 12,000 | $ 15,000 |
Restricted Cash - Summary (Deta
Restricted Cash - Summary (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | ||||
Oct. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Aug. 31, 2018 | Dec. 31, 2017 | |
Restricted Cash | ||||||
Restricted cash | $ 4,000 | $ 900 | ||||
Restricted cash, current portion | 638 | 638 | $ 638 | $ 193 | ||
Restricted cash, long-term | $ 3,376 | $ 290 | $ 290 | $ 290 | ||
Manufacturing Agreement, August 2018 | ||||||
Restricted Cash | ||||||
Letter of credit outstanding | $ 600 | |||||
Letter of credit expiration date | Sep. 30, 2019 | |||||
Letter of credit renewable term | The letter of credit will continue to automatically renew for additional one-year periods unless 90 days’ notice is provided to the bank by the Company or unless released by the third-party manufacturer | |||||
Letter of credit renewal period | 1 year | |||||
Manufacturing Agreement, August 2018 | Subsequent Event | ||||||
Restricted Cash | ||||||
Repayment of letter of credit | $ 600 | |||||
Operating Lease, January 2019 | ||||||
Restricted Cash | ||||||
Letter of credit outstanding | $ 3,100 | |||||
Letter of credit expiration period | 95 days | |||||
Operating Lease, October 2023 | ||||||
Restricted Cash | ||||||
Expected letter of credit amount | $ 2,100 |
Restricted Cash - Reconciliatio
Restricted Cash - Reconciliation (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 |
Cash And Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 33,364 | $ 49,886 | $ 43,524 | $ 32,205 |
Restricted cash, current portion | 638 | 638 | 638 | 193 |
Restricted cash, net of current portion | 3,376 | 290 | 290 | 290 |
Total cash, cash equivalents and restricted cash | $ 37,378 | $ 50,814 | $ 44,452 | $ 32,688 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Accrued Liabilities Current [Abstract] | ||
External research and preclinical development | $ 7,271 | $ 10,119 |
Employee compensation and benefits | 3,323 | 2,985 |
Professional fees | 549 | 618 |
Facilities and other | 61 | 171 |
Total accrued expenses | $ 11,204 | $ 13,893 |
Commitments and Contingencies -
Commitments and Contingencies - Operating Leases (Details) $ in Thousands | Jan. 08, 2019ft² | Jan. 01, 2019USD ($) | Mar. 31, 2015ft² | Sep. 30, 2019USD ($) |
Operating lease, right-of-use asset | $ 16,496 | |||
Operating lease liability | 20,403 | |||
Operating lease liability, long term | $ 100 | 18,425 | ||
Operating lease liability, short term | 1,978 | |||
Accounting Standards Update 2016-02 | ||||
Operating lease, right-of-use asset | 1,500 | 15,800 | ||
Operating lease liability | 2,200 | |||
Operating lease liability, long term | 1,100 | 15,800 | ||
Operating lease liability, short term | $ 1,100 | |||
Net of tenant allowances | $ 9,300 | |||
Lease operating, discounted borrowing rate | 9.30% | |||
Lease practical expedient | true | |||
Accounting Standards Update 2016-02 | Operating Lease, January 2019 | ||||
Operating lease liability, long term | $ 18,300 | |||
Operating lease liability, short term | 700 | |||
Operating Lease March2015 | ||||
Area of office and laboratory space leased | ft² | ft² | 21,488 | |||
Operating lease liability, short term | $ 1,300 | |||
Operating Lease, January 2019 | ||||
Area of office and laboratory space leased | ft² | ft² | 52,859 | |||
Term of option to extend the lease | 10 years | |||
Letter of credit outstanding | $ 3,100 |
Commitments and Contingencies_2
Commitments and Contingencies - Finance Lease (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Mar. 31, 2019 |
Leases Operating [Abstract] | ||
Equipment lease term | 48 months | |
Financing lease right-of-use asset | $ 859 | $ 1,000 |
Financing lease liability | $ 879 | $ 1,000 |
Commitment and Contingencies -
Commitment and Contingencies - Schedule of Reconciliation of Maturity Analysis of Annual Undiscounted Cash Flows (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Commitments And Contingencies Disclosure [Abstract] | |||
Operating Lease, Three months ending December 31, 2019 | $ 358 | ||
Operating Lease, Year ended December 31, 2020 | 4,252 | ||
Operating Lease, Year ended December 31, 2021 | 3,824 | ||
Operating Lease, Year ended December 31, 2022 | 3,935 | ||
Operating Lease, Year ended December 31, 2023 | 4,049 | ||
Operating Lease, Year ended December 31, 2024 and beyond | 27,709 | ||
Operating Lease, Total minimum lease payments | 44,127 | ||
Operating Lease, Less imputed interest | 16,648 | ||
Operating Lease, Less leasehold incentive | 7,076 | $ 353 | |
Operating lease liability | 20,403 | ||
Financing/ Capital Lease, Three months ending December 31, 2019 | 76 | ||
Financing/ Capital Lease, Year ended December 31, 2020 | 304 | ||
Financing/ Capital Lease, Year ended December 31, 2021 | 300 | ||
Financing/ Capital Lease, Year ended December 31, 2022 | 299 | ||
Financing/ Capital Lease, Year ended December 31, 2023 | 51 | ||
Financing/ Capital Lease, Total minimum lease payments | 1,030 | ||
Financing/ Capital Lease, Less imputed interest | 151 | ||
Financing lease liability | $ 879 | $ 1,000 |
Commitment and Contingencies _2
Commitment and Contingencies - Schedule of Total Lease Cost for Operating and Financing Leases as well as Weighted Average Information for Leases (Details) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019USD ($) | Sep. 30, 2019USD ($) | |
Lease cost: | ||
Operating lease cost | $ 959 | $ 1,893 |
Financing lease cost: | ||
Amortization of right-of-use asset | 61 | 138 |
Interest on lease liabilities | 21 | 52 |
Total financing lease cost | 82 | 190 |
Cash paid for amounts included in the measurement of liabilities | ||
Operating cash flows from operating leases | 330 | 989 |
Operating cash flows from financing lease | $ 76 | $ 200 |
Other information: | ||
Weighted-average remaining lease term (in years) - operating lease | 9 years 8 months 15 days | 9 years 8 months 15 days |
Weighted-average discount rate - operating lease | 9.35% | 9.35% |
Weighted-average remaining lease term (in years) - financing lease | 3 years 5 months 26 days | 3 years 5 months 26 days |
Weighted-average discount rate - financing lease | 9.32% | 9.32% |
Commitments and Contingencies_3
Commitments and Contingencies - License Agreements (Details) - TMRC - USD ($) $ in Millions | 1 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | May 31, 2016 | Sep. 30, 2015 | Sep. 30, 2019 | Sep. 30, 2018 | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||
Up-front license fee | $ 1 | ||||
Payment of up-front license fee | $ 0.5 | 0.5 | |||
Payments per indication due upon the successful achievement of clinical and regulatory milestones | $ 13 | ||||
Payments made upon achievement of development milestone | $ 1 | ||||
Payments made under the supply management agreement | $ 0 | $ 0 |
Convertible Preferred Stock a_2
Convertible Preferred Stock and Warrants (Details) $ / shares in Units, $ in Millions | Apr. 09, 2019USD ($)Agreement$ / sharesshares | Apr. 05, 2019shares | Sep. 30, 2019USD ($)$ / sharesshares | Dec. 31, 2018$ / sharesshares |
Class Of Stock [Line Items] | ||||
Number of underwriting agreements | Agreement | 2 | |||
Aggregate gross proceeds from public offerings | $ | $ 70 | |||
Underwriting discounts and commissions and estimated offering expenses payable | $ | $ 5 | |||
Preferred stock, shares outstanding | 666 | 0 | ||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | ||
Series A Convertible Preferred Stock | ||||
Class Of Stock [Line Items] | ||||
Share price (in dollars per share) | $ / shares | $ 6.57 | |||
Minimum ownership percentage to total number stock Issued and outstanding holder is prohibited from conversion | 9.99% | |||
Notice period for change in owning percentage | 61 days | |||
Preferred stock, shares outstanding | 666 | |||
Convertible preferred stock beneficial conversion feature | $ | $ 0.6 | |||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | |||
Class A Warrants | ||||
Class Of Stock [Line Items] | ||||
Warrants to purchase common stock | 2,118,344 | |||
Notice period for change in owning percentage | 61 days | |||
Warrant exercise price of common stock per share | $ / shares | $ 8.625 | |||
Warrants exercisable date | Oct. 10, 2022 | |||
Maximum ownership percentage to total number stock issued and outstanding holder is prohibited from conversion | 4.99% | |||
Warrants outstanding and remain unexercised | 2,118,094 | |||
Change fair value of warrants | $ | $ 9 | |||
Class A Warrants | Weighted Average Volatility | Weighted Average | ||||
Class Of Stock [Line Items] | ||||
Fair value of weighted average volatility | 86.06% | |||
Class A Warrants | Weighted Average Expected Term | Weighted Average | ||||
Class Of Stock [Line Items] | ||||
Fair value of weighted expected term | 3 years 6 months | |||
Common Stock | Series A Convertible Preferred Stock | ||||
Class Of Stock [Line Items] | ||||
Conversion of series A stock into common stock | 1,000 | 1,000 | ||
Minimum ownership percentage to total number stock Issued and outstanding holder is prohibited from conversion | 9.99% | |||
Notice period for change in owning percentage | 61 days | |||
Public Offering | Common Stock Agreement | Class A Warrants | ||||
Class Of Stock [Line Items] | ||||
Warrants to purchase common stock | 1,951,844 | |||
Share price (in dollars per share) | $ / shares | $ 7.50 | $ 7.50 | ||
Public Offering | Common Stock Agreement | Common Stock | ||||
Class Of Stock [Line Items] | ||||
Shares issued | 8,667,333 | |||
Public Offering | Preferred Stock Agreement | Series A Convertible Preferred Stock | ||||
Class Of Stock [Line Items] | ||||
Shares issued | 666 | |||
Public Offering | Preferred Stock Agreement | Class A Warrants | ||||
Class Of Stock [Line Items] | ||||
Warrants to purchase common stock | 166,500 | |||
Share price (in dollars per share) | $ / shares | $ 7,500 |
Stock-Based Payments - 2016 Sto
Stock-Based Payments - 2016 Stock Incentive Plan (Details) - 2016 Plan - shares | Jan. 01, 2019 | Sep. 30, 2019 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Increase in number of shares of common stock reserved for issuance of awards on the first day of each calendar year (in shares) | 1,600,000 | |
Increase in number of shares of common stock reserved for issuance of awards on the first day of each calendar year, as a percentage of outstanding shares | 4.00% | |
Increase in number of shares of common stock reserved for issuance (in shares) | 1,350,634 | |
Common stock available for future issuance (in shares) | 2,152,477 | |
Stock Option | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Vesting period | 4 years | |
Term of award | 3 years | |
Stock Option | Vesting on one year anniversary of vesting commencement date | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Vesting (as a percent) | 25.00% | |
Stock Option | Vesting ratably on a monthly basis | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Vesting period | 10 years | |
Vesting (as a percent) | 75.00% |
Stock-Based Payments - 2016 Emp
Stock-Based Payments - 2016 Employee Stock Purchase Plan (Details) - 2016 ESPP - shares | Jan. 01, 2019 | Jul. 06, 2016 | Sep. 30, 2019 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Increase in number of shares of common stock reserved for issuance of awards on the first day of each calendar year (in shares) | 1,173,333 | ||
Increase in number of shares of common stock reserved for issuance of awards on the first day of each calendar year, as a percentage of outstanding shares | 1.00% | ||
Increase in number of shares of common stock reserved for issuance (in shares) | 337,658 | ||
Common stock available for future issuance (in shares) | 1,422,414 |
Stock-Based Payments - Stock Op
Stock-Based Payments - Stock Options (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Unrecognized compensation costs | $ 14,100,000 | |
Period in which compensation costs will be recognized | 2 years 9 months 18 days | |
Granted and outstanding (in shares) | 1,107,000 | |
Intrinsic value of options exercised | $ 19,300 | $ 800,000 |
Performance-based stock options | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Unrecognized compensation costs | $ 900,000 | |
Period in which compensation costs will be recognized | 3 years | |
Advisor | Performance-based stock options | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Unrecognized compensation costs | $ 300,000 | |
Period in which compensation costs will be recognized | 7 years | |
Granted and outstanding (in shares) | 75,000 |
Stock-Based Payments - Summary
Stock-Based Payments - Summary of Status of Stock Options and Changes During the Period (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Outstanding at beginning of year (in shares) | shares | 3,732,643 | |
Granted and outstanding (in shares) | shares | 1,107,000 | |
Exercised (in shares) | shares | (7,780) | |
Cancelled (in shares) | shares | (180,613) | |
Outstanding at end of period (in shares) | shares | 4,651,250 | 3,732,643 |
Exercisable (in shares) | shares | 2,085,000 | |
Outstanding at beginning of year (in dollars per share) | $ / shares | $ 9.88 | |
Granted (in dollars per share) | $ / shares | 6.73 | |
Exercised (in dollars per share) | $ / shares | 6.48 | |
Cancelled (in dollars per share) | $ / shares | 10.02 | |
Outstanding at end of period (in dollars per share) | $ / shares | 9.13 | $ 9.88 |
Exercisable (in dollars per share) | $ / shares | $ 9.15 | |
Remaining Contractual Life, Outstanding | 7 years 9 months 18 days | 7 years 10 months 24 days |
Remaining Contractual Life, Exercisable | 6 years 9 months 18 days | |
Aggregate Intrinsic Value, Outstanding | $ | $ 9,419 | $ 1,694 |
Aggregate Intrinsic Value, Options Exercisable | $ | $ 4,591 |
Stock-Based Payments - Restrict
Stock-Based Payments - Restricted Stock Units (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unrecognized compensation costs | $ 14.1 |
Period in which compensation costs will be recognized | 2 years 9 months 18 days |
Restricted Stock Units | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Vesting period | 4 years |
Vesting (as a percent) | 25.00% |
Unrecognized compensation costs | $ 6.2 |
Period in which compensation costs will be recognized | 3 years 2 months 12 days |
Stock-Based Payments - Summar_2
Stock-Based Payments - Summary of Status of Restricted Stock Units and Changes During the Period (Details) - Restricted Stock Units | 9 Months Ended |
Sep. 30, 2019$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Granted (in shares) | shares | 1,145,625 |
Forfeited (in shares) | shares | (36,934) |
Outstanding at end of period (in shares) | shares | 1,108,691 |
Weighted Average Grant Date Fair Value, Granted (in dollars per share) | $ / shares | $ 6.77 |
Weighted Average Grant Date Fair Value, Forfeited (in dollars per share) | $ / shares | 6.71 |
Weighted Average Grant Date Fair Value, Outstanding at end of period (in dollars per share) | $ / shares | $ 6.77 |
Stock-Based Payments - Weighted
Stock-Based Payments - Weighted-Average Assumptions to Estimate Fair Value of Stock Options (Details) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Weighted-average risk-free interest rate | 2.46% | 2.49% | ||
Expected option term (in years) | 6 years 7 days | 6 years 10 days | ||
Volatility | 91.49% | 90.34% | ||
Stock Option | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Weighted-average risk-free interest rate | 1.88% | 2.87% | ||
Expected option term (in years) | 6 years 29 days | 6 years 29 days | ||
Volatility | 89.91% | 89.71% | ||
Weighted-average grant date fair value of options granted (in dollars per share) | $ 5.10 | $ 8.15 |
Stock-Based Payments - Stock-Ba
Stock-Based Payments - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 2,389 | $ 1,537 | $ 6,623 | $ 4,977 |
Research and development | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 874 | 550 | 2,490 | 1,785 |
General and administrative | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 1,515 | $ 987 | $ 4,133 | $ 3,192 |