Document and Entity Information
Document and Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Feb. 28, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Entity Registrant Name | SYROS PHARMACEUTICALS, INC. | ||
Trading Symbol | SYRS | ||
Entity Central Index Key | 0001556263 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2020 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 61,639,252 | ||
Entity Public Float | $ 442,688,853 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Ex Transition Period | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | false | ||
Entity File Number | 001-37813 | ||
Entity Tax Identification Number | 45-3772460 | ||
Entity Address, Address Line One | 35 CambridgePark Drive | ||
Entity Address, Address Line Two | 4th Floor | ||
Entity Address, City or Town | Cambridge | ||
Entity Address, State or Province | MA | ||
Entity Address, Postal Zip Code | 02140 | ||
City Area Code | 617 | ||
Local Phone Number | 744-1340 | ||
Document Annual 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, $0.001 par value | ||
Security Exchange Name | NASDAQ | ||
ICFR Auditor Attestation Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 173,984,000 | $ 41,441,000 |
Marketable securities | 0 | 49,975,000 |
Accounts receivable | 7,000 | 20,000,000 |
Contract assets | 2,324,000 | 158,000 |
Prepaid expenses and other current assets | 2,242,000 | 2,649,000 |
Restricted cash, current portion | 290,000 | |
Total current assets | 178,557,000 | 114,513,000 |
Property and equipment, net | 14,213,000 | 15,210,000 |
Other long-term assets | 1,966,000 | 490,000 |
Restricted cash, net of current portion | 3,086,000 | 3,086,000 |
Right-of-use asset – operating lease | 14,831,000 | 15,821,000 |
Right-of-use assets – financing leases | 597,000 | 858,000 |
Total assets | 213,250,000 | 149,978,000 |
Current liabilities: | ||
Accounts payable | 3,603,000 | 5,853,000 |
Accrued expenses | 11,084,000 | 10,646,000 |
Deferred revenue, current portion | 12,209,000 | 5,739,000 |
Financing lease obligations, current portion | 265,000 | 241,000 |
Operating lease obligation, current portion | 1,463,000 | 1,037,000 |
Total current liabilities | 28,624,000 | 23,516,000 |
Deferred revenue, net of current portion | 9,877,000 | 22,639,000 |
Financing lease obligations, net of current portion | 356,000 | 621,000 |
Operating lease obligation, net of current portion | 24,578,000 | 24,018,000 |
Warrant liability | 19,711,000 | |
Debt, net of debt discount, long term | 39,551,000 | |
Commitments and contingencies (See Note 10) | ||
Stockholders' equity: | ||
Preferred stock, $0.001 par value; 10,000,000 shares authorized at December 31, 2020 and December 31, 2019; 0 shares issued and outstanding at December 31, 2020 and December 31, 2019 | ||
Common stock, $0.001 par value; 200,000,000 shares authorized at December 31, 2020 and December 31, 2019; 56,222,746 and 43,367,801 shares issued and outstanding at December 31, 2020 and December 31, 2019, respectively | 56,000 | 43,000 |
Additional paid-in capital | 467,518,000 | 372,100,000 |
Accumulated other comprehensive gain | 24,000 | |
Accumulated deficit | (377,021,000) | (292,983,000) |
Total stockholders' equity | 90,553,000 | 79,184,000 |
Total liabilities and stockholders' equity | $ 213,250,000 | $ 149,978,000 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
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 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 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 | 56,222,746 | 43,367,801 |
Common stock, shares outstanding | 56,222,746 | 43,367,801 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | |||||||||||
Revenue | $ 5,698 | $ 3,828 | $ 3,188 | $ 2,379 | $ 508 | $ 558 | $ 462 | $ 454 | $ 15,093 | $ 1,982 | $ 2,050 |
Operating expenses: | |||||||||||
Research and development | 29,026 | 17,674 | 14,796 | 14,569 | 14,277 | 15,931 | 15,475 | 12,562 | 76,065 | 58,245 | 50,182 |
General and administrative | 5,892 | 5,151 | 5,133 | 5,149 | 6,402 | 5,016 | 5,195 | 4,865 | 21,325 | 21,478 | 16,164 |
Total operating expenses | 34,918 | 22,825 | 19,929 | 19,718 | 20,679 | 20,947 | 20,670 | 17,427 | 97,390 | 79,723 | 66,346 |
Loss from operations | (29,220) | (18,997) | (16,741) | (17,339) | (20,171) | (20,389) | (20,208) | (16,973) | (82,297) | (77,741) | (64,296) |
Interest income | 6 | 4 | 32 | 384 | 462 | 617 | 776 | 520 | 426 | 2,375 | 2,018 |
Interest expense | (541) | (493) | (487) | (271) | (20) | (21) | (23) | (8) | (1,792) | (72) | (1) |
Change in fair value of warrant liability | (375) | (375) | |||||||||
Net loss applicable to common stockholders | $ (30,130) | $ (19,486) | $ (17,196) | $ (17,226) | $ (19,729) | $ (19,793) | $ (19,455) | $ (16,461) | $ (84,038) | $ (75,438) | $ (62,279) |
Net loss per share applicable to common stockholders - basic and diluted | $ (0.62) | $ (0.43) | $ (0.38) | $ (0.39) | $ (0.46) | $ (0.47) | $ (0.47) | $ (0.49) | $ (1.82) | $ (1.88) | $ (1.91) |
Weighted-average number of common shares used in net loss per share applicable to common stockholders - basic and diluted | 48,774,598 | 45,781,638 | 45,699,277 | 43,923,999 | 42,885,208 | 42,439,338 | 41,673,275 | 33,766,333 | 46,051,617 | 40,222,182 | 32,656,237 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net loss | $ (84,038) | $ (75,438) | $ (62,279) |
Other comprehensive (loss) gain: | |||
Unrealized holding (loss) gain on marketable securities | (24) | 27 | 39 |
Comprehensive loss | $ (84,062) | $ (75,411) | $ (62,240) |
CONSOLIDATED STATEMENTS OF CONV
CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Warrants Related To debt arrangement | Incyte | At The Market | Follow On Offering | Follow On OfferingCommon Stock and Warrants | Follow On OfferingPreferred Stock and Warrants | Private Placement | Private PlacementPre-Funded Warrant | Common Stock | Common StockIncyte | Common StockAt The Market | Common StockFollow On Offering | Common StockFollow On OfferingCommon Stock and Warrants | Common StockPrivate Placement | Common StockPrivate PlacementPre-Funded Warrant | Series A Convertible Preferred Stock | Series A Convertible Preferred StockFollow On OfferingPreferred Stock and Warrants | Additional Paid-In Capital | Additional Paid-In CapitalWarrants Related To debt arrangement | Additional Paid-In CapitalIncyte | Additional Paid-In CapitalAt The Market | 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 CapitalPrivate PlacementPre-Funded Warrant | Accumulated Other Comprehensive (Loss) Gain | Accumulated Deficit |
Balance at Dec. 31, 2017 | $ 65,324 | $ 26 | $ 220,606 | $ (42) | $ (155,266) | ||||||||||||||||||||||||
Balance (in shares) at Dec. 31, 2017 | 26,423,375 | ||||||||||||||||||||||||||||
Exercise of stock options | 626 | 626 | |||||||||||||||||||||||||||
Exercise of stock options, Shares | 214,533 | ||||||||||||||||||||||||||||
Issuance of common stock / preferred stock, warrants, net of issuance costs | $ 7,648 | $ 16,538 | $ 42,700 | $ 1,380 | $ 1 | $ 1 | $ 6 | $ 7,647 | $ 16,537 | $ 42,694 | $ 1,380 | ||||||||||||||||||
Issuance of common stock / preferred stock, warrants, net of issuance costs (in shares) | 793,021 | 1,373,677 | 4,816,753 | 144,505 | |||||||||||||||||||||||||
Stock-based compensation expense | 6,610 | 6,610 | |||||||||||||||||||||||||||
Other comprehensive gain (loss) | 39 | 39 | |||||||||||||||||||||||||||
Net loss | (62,279) | (62,279) | |||||||||||||||||||||||||||
Balance at Dec. 31, 2018 | 78,586 | $ 34 | 296,100 | (3) | (217,545) | ||||||||||||||||||||||||
Balance (in shares) at Dec. 31, 2018 | 33,765,864 | ||||||||||||||||||||||||||||
Exercise of stock options | 211 | 211 | |||||||||||||||||||||||||||
Exercise of stock options, Shares | 60,181 | ||||||||||||||||||||||||||||
Issuance of common stock / preferred stock, warrants, net of issuance costs | 799 | $ 60,359 | $ 4,638 | $ 9 | 799 | $ 60,350 | $ 4,638 | ||||||||||||||||||||||
Issuance of common stock / preferred stock, warrants, net of issuance costs (in shares) | 180,787 | 8,667,333 | 666 | ||||||||||||||||||||||||||
Conversion of preferred stock, Shares | 666,000 | (666) | |||||||||||||||||||||||||||
Issuance of shares under Employee Stock Purchase Plan | 161 | 161 | |||||||||||||||||||||||||||
Issuance of shares under Employee Stock Purchase Plan, Shares | 27,386 | ||||||||||||||||||||||||||||
Exercise of warrants | 2 | 2 | |||||||||||||||||||||||||||
Exercise of warrants, Shares | 250 | ||||||||||||||||||||||||||||
Stock-based compensation expense | 9,839 | 9,839 | |||||||||||||||||||||||||||
Other comprehensive gain (loss) | 27 | 27 | |||||||||||||||||||||||||||
Net loss | (75,438) | (75,438) | |||||||||||||||||||||||||||
Balance at Dec. 31, 2019 | $ 79,184 | $ 43 | 372,100 | 24 | (292,983) | ||||||||||||||||||||||||
Balance (in shares) at Dec. 31, 2019 | 43,367,801 | 43,367,801 | |||||||||||||||||||||||||||
Balance (in shares) at Dec. 31, 2019 | 0 | ||||||||||||||||||||||||||||
Exercise of stock options | $ 1,076 | 1,076 | |||||||||||||||||||||||||||
Exercise of stock options, Shares | 170,723 | 170,723 | |||||||||||||||||||||||||||
Vesting of restricted stock units | 109,362 | ||||||||||||||||||||||||||||
Issuance of common stock / preferred stock, warrants, net of issuance costs | $ 302 | $ 11,919 | $ 70,753 | $ 2 | $ 11 | $ 302 | $ 11,917 | $ 70,742 | |||||||||||||||||||||
Issuance of common stock / preferred stock, warrants, net of issuance costs (in shares) | 2,201,810 | 10,312,500 | |||||||||||||||||||||||||||
Issuance of shares under Employee Stock Purchase Plan | $ 433 | 433 | |||||||||||||||||||||||||||
Issuance of shares under Employee Stock Purchase Plan, Shares | 59,550 | ||||||||||||||||||||||||||||
Exercise of warrants | 9 | 9 | |||||||||||||||||||||||||||
Exercise of warrants, Shares | 1,000 | ||||||||||||||||||||||||||||
Stock-based compensation expense | 10,939 | 10,939 | |||||||||||||||||||||||||||
Other comprehensive gain (loss) | (24) | $ (24) | |||||||||||||||||||||||||||
Net loss | (84,038) | (84,038) | |||||||||||||||||||||||||||
Balance at Dec. 31, 2020 | $ 90,553 | $ 56 | $ 467,518 | $ (377,021) | |||||||||||||||||||||||||
Balance (in shares) at Dec. 31, 2020 | 56,222,746 | 56,222,746 | |||||||||||||||||||||||||||
Balance (in shares) at Dec. 31, 2020 | 0 |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Private Placement | Pre-Funded Warrant | |||
Issuance costs | $ 401 | ||
Common Stock | Incyte | |||
Issuance costs | $ 100 | ||
Common Stock | Convertible Preferred Stock | |||
Conversion ratio of series A stock into common stock | 1000.00% | ||
Common Stock | At The Market | |||
Issuance costs | $ 411 | 107 | |
Common Stock | Follow On Offering | |||
Issuance costs | $ 4,600 | $ 3,300 | |
Series A Convertible Preferred Stock | |||
Issuance costs | $ 400 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Operating activities | |||
Net loss | $ (84,038) | $ (75,438) | $ (62,279) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 2,774 | 2,521 | 1,604 |
Amortization of financing right-of-use asset | 261 | 201 | |
Loss on disposal of fixed assets | (181) | ||
Stock-based compensation expense | 10,939 | 9,839 | 6,610 |
Change in fair value of warrant liability | 375 | ||
Net amortization of premiums and discounts on marketable securities | (49) | (949) | (642) |
Amortization of debt-discount and accretion of deferred debt costs | 287 | ||
Changes in operating assets and liabilities: | |||
Prepaid expenses and other current assets | 309 | (783) | (500) |
Accounts receivable | 19,993 | (20,158) | |
Contract assets | (2,166) | ||
Other long-term assets | (1,269) | (34) | |
Accounts payable | (1,057) | 1,493 | 888 |
Accrued expenses | 593 | (3,576) | 4,191 |
Deferred revenue | (6,292) | 18,176 | 10,202 |
Proceeds for tenant improvement incentive from landlord | 2,035 | 7,237 | |
Operating lease asset and liabilities | (59) | 1,365 | |
Deferred rent and lease incentive | (355) | ||
Net cash used in operating activities | (57,364) | (60,253) | (40,315) |
Investing activities | |||
Purchases of property and equipment | (3,336) | (12,638) | (1,384) |
Proceeds from the disposition of property and equipment | 110 | 9 | |
Purchases of marketable securities | (108,206) | (96,768) | |
Maturities of marketable securities | 50,000 | 109,000 | 87,500 |
Net cash provided by (used in) investing activities | 46,664 | (11,734) | (10,643) |
Financing activities | |||
Payments on financing and capital lease obligations | (241) | (205) | (50) |
Proceeds from issuance of common stock through employee benefit plans | 1,076 | 211 | 626 |
Proceeds from the issuance of common stock through employee stock purchase plan | 433 | 161 | |
Proceeds from the issuance of common stock through exercise of warrants | 2 | ||
Proceeds from issuance of common stock through at-the-market sales agreement, net of issuance costs | 11,896 | 824 | 16,538 |
Proceeds from term loan, net of issuance costs | 39,619 | ||
Proceeds from issuance of common stock and accompanying warrants and pre-funded warrants in private placement, net of issuance costs | 90,377 | ||
Proceeds from issuance of common stock and accompanying warrants in public offerings and private placements, net of issuance costs | 60,359 | 51,970 | |
Proceeds from issuance of convertible preferred stock and accompanying warrants in public offering, net of issuance costs | 4,638 | ||
Payment of offering costs | (207) | ||
Net cash provided by financing activities | 142,953 | 65,990 | 69,084 |
Increase (decrease) in cash, cash equivalents and restricted cash | 132,253 | (5,997) | 18,126 |
Cash and cash equivalents, Beginning of period | 44,817 | 50,814 | 32,688 |
Cash and cash equivalents, End of period | 177,070 | 44,817 | 50,814 |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | 1,505 | 72 | 2 |
Cash paid for tax | 7 | 29 | 7 |
Non-cash investing and financing activities: | |||
Property and equipment received but unpaid as of period end | 6 | 1,565 | 268 |
Asset acquired under operating lease | 16,240 | ||
Assets acquired under financing lease | 1,059 | $ 28 | |
Deferred debt financing costs incurred but unpaid as of period end | 5 | 58 | |
Offering costs incurred but unpaid as of period end | $ 298 | $ 23 |
Nature of Business
Nature of Business | 12 Months Ended |
Dec. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of Business | 1. 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. 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. On December 8, 2020, through a private placement, the Company issued 10,312,500 shares of the Company’s common stock, par value $0.001 per share, and, in lieu of such shares of common stock, pre-funded warrants (the “Pre-Funded Warrants”) to purchase an aggregate of 1,000,000 shares of common stock, and, in each case, accompanying warrants (the “Warrants”) to purchase an aggregate of up to 2,828,125 additional shares of common stock (or Pre-Funded Warrants to purchase common stock in lieu thereof) at a price of $8.00 per share and accompanying Warrant (or $7.99 per Pre-Funded Warrant and accompanying Warrant). The private placement resulted in gross proceeds of $90.5 million, before $0.4 million of transaction costs. On December 4, 2020, the Company entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Orsenix, LLC (“Orsenix”), pursuant to which the Company acquired all of Orsenix’s assets related to a novel oral form of arsenic trioxide, which the Company refers to as SY-2101 (the “Product”). Under the terms of the Asset Purchase Agreement, the Company was required to pay to Orsenix an upfront fee of $12.0 million, which was paid with cash on hand upon the closing of the transaction. In addition the Company is required to pay single-digit million milestone payments related to the development of the Product in indications other than APL; $6.0 million following the achievement of a regulatory milestone related to the development of the Product in APL; and up to $10.0 million upon the achievement of certain commercial milestones with respect to the Product. In April 2019, the Company completed two concurrent underwritten public offerings of the Company’s equity securities, which together resulted in gross proceeds to the Company of $70.0 million, before underwriting discounts and commissions and offering expenses of approximately $5.0 million. In one of the public offerings, the Company sold 8,667,333 shares of its common stock and accompanying Class A warrants (the “2019 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 2019 Warrant. In the other public offering, the Company sold 666 shares of its Series A convertible preferred stock (the “Series A Stock”), and accompanying 2019 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 2019 Warrant. Each 2019 Warrant is immediately exercisable at an exercise price of $8.625 per share, subject to adjustment in certain circumstances, and will expire on October 10, 2022. 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 $84.0 million, $75.4 million and $62.3 million for the years ended December 31, 2020, 2019 and 2018, respectively. As of December 31, 2020, the Company had an accumulated deficit of $377.0 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 a credit facility, the sale of equity securities and through license and collaboration agreements. 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 $174.0 million as of December 31, 2020 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 consolidated financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The Company’s 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”). Principles of Consolidation The accompanying 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, warrant liability, 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 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. Off-Balance Sheet Risk and Concentrations of Credit Risk The Company has no financial instruments with off-balance sheet risk, such as foreign exchange contracts, option contracts, or other foreign hedging arrangements. Financial instruments that potentially subject the Company to concentrations of credit risk primarily consist of cash equivalents and marketable securities. Under its investment policy, the Company limits amounts invested in such securities by credit rating, maturity, industry group, investment type and issuer, except for securities issued by the U.S. government. The Company is not exposed to any significant concentrations of credit risk from these financial instruments. The goals of the Company’s investment policy, in order of priority, are safety and preservation of principal and liquidity of investments sufficient to meet cash flow requirements. 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 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. Property and Equipment Property and equipment consists of laboratory equipment, computer equipment, furniture and fixtures and leasehold improvements, all of which are stated at cost, less accumulated depreciation. Expenditures for maintenance and repairs that do not improve or extend the lives of the respective assets are recorded to expense as incurred. Major betterments are capitalized as additions to property and equipment. Depreciation and amortization is recognized over the estimated useful lives of the assets using the straight-line method. Construction-in-progress is stated at cost, which relates to the cost of leasehold improvements not yet placed into service. No depreciation expense is recorded on construction-in-progress until such time as the relevant assets are completed and put into use. Impairment of Long-Lived Assets The Company continually evaluates long-lived assets for potential impairment when events or changes in circumstances indicate the carrying value of the assets may not be recoverable. Recoverability is measured by comparing the book values of the assets to the expected future net undiscounted cash flows that the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the book values of the assets exceed their fair value. The Company has not recognized any impairment losses from inception through December 31, 2020. Other Long-Term Assets At December 31, 2020, other long-term assets primarily consisted of advance payments made to the contract research organizations responsible for conducting the Company’s SY-1425 and SY-5609 clinical trials. At December 31, 2019, other long-term assets primarily consisted of advance payments made to the contract research organization responsible for conducting the Company’s clinical trials of SY-1425. 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 year ended December 31, 2020, the Company recognized approximately $15.1 million of revenue, $11.7 million of which was related to the Company’s collaboration with Global Blood Therapeutics, Inc. (“GBT”), and $3.4 million of which was related to the Company’s target discovery collaboration with Incyte Corporation (“Incyte”). For the years ended December 31, 2019 and 2018, the Company recognized $2.0 million and $2.1 million of revenue, respectively, all of which was attributable to the target discovery collaboration with 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. If the Company performs by transferring goods or services to a customer before the customer pays consideration or before payment is due, the Company records a contract asset, excluding any amounts presented as accounts receivable. The Company includes contract assets as unbilled accounts receivable on its consolidated balance sheets. The Company records accounts receivable for amounts billed to the customer for which the Company has an unconditional right to consideration. The Company assesses contract assets and accounts receivable for impairment and, to date, no impairment losses have been recorded. 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 development of the Company’s gene control platform 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. Warrants The Company accounts for issued warrants as either liability or equity in accordance with ASC 480-10, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock Stock-Based Compensation Expense The Company accounts for its stock-based compensation awards in accordance with ASC 718, Compensation—Stock Compensation such time as it has adequate historical data regarding the volatility of its own traded stock price. The expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. Through December 31, 2018, the expected term of stock options granted to non-employees was equal to the contractual term of the option award. Effective January 1, 2019, the expected term of stock options to non-employees can be determined using either the contractual term of the option award or the “simplified” method . The Company elected to continue to use the contractual term in determining the expected term of the stock option. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. The Company uses the value of its common stock to determine the fair value of restricted stock awards . The Company expenses the fair value of its stock-based awards to employees and non-employees on a straight-line basis over the associated service period, which is generally the vesting period. 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. Compensation expense for discounted purchases under the employee stock purchase plan is measured using the Black-Scholes model to compute the fair value of the lookback provision plus the purchase discount and is recognized as compensation expense over the offering period. 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 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. Compensation expense for such awards is recognized over the six-year Income Taxes 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. 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 treasury-stock method and the if-converted method. For purposes of the calculation of dilutive net loss per share applicable to common stockholders, stock options, unvested restricted stock units, and warrants 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. As of December 31, 2020, 1,000,000 Pre-Funded Warrants to purchase common stock, issued in connection with the December 2020 private placement (refer to Note 11), were included in the basic and diluted net loss per share calculation. 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 December 31, 2020 2019 2018 Stock options 5,468,605 4,618,421 3,732,643 Unvested restricted stock units 1,734,383 1,116,358 — Warrants* 4,990,156 2,118,094 — Total 12,193,144 7,852,873 3,732,643 * As of December 31, 2020, this is comprised of 2,117,094 2019 Warrants to purchase common stock issued in connection with the Company’s April 2019 financing (refer to Note 11), 27,548 warrants to purchase common stock issued in connection with the execution and first draw of the Loan Agreement in February 2020 (refer to Note 7), 17,389 warrants to purchase common stock issued in connection with the second draw on the Loan Agreement in December 2020 (refer to Note 7), and 2,828,125 warrants to purchase common stock issued in connection with the private placement in December 2020 (refer to Note 11). As of December 31, 2019, this was comprised solely of 2,118,094 2019 Warrants to purchase common stock issued in connection with the Company’s April 2019 financing. The weighted average number of common shares used in net loss per share applicable to common stockholders on a basic and diluted basis were 46,051,617, 40,222,182 and 32,656,237 shares for the years ended December 31, 2020, 2019 and 2018, respectively. Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity 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 Recently Adopted Accounting Pronouncements In November 2018, the FASB issued ASU No. 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606, Revenue from Contracts with Customers (“ASU 2018-18”). ASU 2018-18 (1) clarifies that certain transactions between collaborative arrangement participants should be accounted for under ASC 606, when the collaborative arrangement participant is a customer in the context of a unit of account, (2) adds unit-of-account guidance in ASC 808 to align with ASC 606 when an entity is assessing whether the collaborative arrangement, or a part of the arrangement, is within the scope of ASC 606, and (3) precludes presenting transactions together with revenue when those transactions involve collaborative arrangement participants that are not directly related to third parties and are not customers. The Company adopted ASU 2018-18 effective January 1, 2020, and the adoption of the new standard did not have a material impact on the Company’s consolidated financial statements related disclosures. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurements (Topic 820) (“ASU 2018-13”), which provides for changes to the disclosure requirements for recurring and nonrecurring fair value measurements under Topic 820. ASU 2018-13 is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2019. Provisions of ASU 2018-13 including changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty were required to be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. The Company adopted ASU 2018- 13 effective January 1, 2020 , and the adoption of the new standard did not have a material impact on the Company’s consolidated financial statements and related disclosures. |
Collaboration and Research Arra
Collaboration and Research Arrangements | 12 Months Ended |
Dec. 31, 2020 | |
Collaborative Arrangement Disclosure [Abstract] | |
Collaboration and Research Arrangements | 3. Collaboration and Research Arrangements Collaboration with Global Blood Therapeutics On December 17, 2019, the Company entered into a license and collaboration agreement (the “GBT Collaboration Agreement”) with Global Blood Therapeutics, Inc. (“GBT”), pursuant to which the parties agreed to a research collaboration to discover novel targets that induce fetal hemoglobin in order to develop new small molecule treatments for sickle cell disease and beta thalassemia. The research term (the “Research Term”) is for an initial period of three years and can be extended for up to two (2) additional one-year Pursuant to the terms of the GBT Collaboration Agreement, GBT agreed to pay the Company an upfront payment of $20.0 million, which was collected in January 2020. GBT also agreed to reimburse the Company for full-time employee and out-of-pocket costs and expenses incurred by the Company in accordance with the agreed-upon research budget, which is anticipated to total approximately $40.0 million over the initial Research Term. The Company granted to GBT an option (the “Option”) to obtain an exclusive, worldwide license, with the right to sublicense, under relevant intellectual property rights and know-how of the Company arising from the collaboration to develop, manufacture and commercialize any compounds or products resulting from the collaboration th Should GBT exercise its Option, the Company could receive up to $315.0 million in option exercise, development, regulatory, commercialization and sales-based milestones per product candidate and product resulting from the collaboration. The Company will also be entitled to receive, subject to certain reductions, tiered mid-to-high single digit royalties as percentages of calendar year net sales on any product. Either party may terminate the GBT Collaboration Agreement for the other party’s uncured material breach or insolvency, and in certain other specified circumstances, subject to specified notice and cure periods. GBT may unilaterally terminate the GBT Collaboration Agreement in its entirety, for any or no reason, upon nine-months GBT Collaboration Revenue The Company analyzed the GBT 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 a (i) non-exclusive research license that GBT will have access to during the initial Research Term and (ii) research and development services provided during the initial Research Term. The GBT Collaboration Agreement includes the Option. The Option does not provide a material right to GBT that it would receive without entering into the GBT Collaboration Agreement, principally because the Option exercise fee is at least equal to the standalone selling price for the underlying goods. The non-exclusive research license is not distinct as GBT cannot benefit from the license without the research and development services that are separately identifiable in the contract. The non-exclusive research license only allows GBT to evaluate the candidate compounds developed under the research plan or to conduct work allocated to it during the Research Term. GBT cannot extract any benefit from the non-exclusive research license without the research and development services performed by the Company , i ncluding the provision of data package information . As such , these two promises are inputs to a combined output (the delivery of data package allowing GBT to make an O ption exercise decision) and are bundled into a single performance obligation (the non-exclusive r esearch l icense and r esearch and development s ervice p erformance o bligation). At inception, the total transaction price was determined to be approximately $60.0 million, which consisted of a $20.0 million upfront non-refundable and non-creditable technology access fee and approximately $40.0 million in reimbursable costs for employee and external research and development expenses. The GBT Collaboration Agreement also provides for development and regulatory milestones which are only payable subsequent to the exercise of the Option, and therefore are excluded from transaction price at inception. The Company will re-evaluate the transaction price at the end of each reporting period and as uncertain events are resolved or other changes in circumstances occur. The Company determined that there was no change in the $60.0 million transaction price as of December 31, 2020. ASC 606 requires an entity to recognize revenue only when it satisfies a performance obligation by transferring a promised good or service to a customer. A good or service is considered to be transferred when the customer obtains control. As the non-exclusive research license and research and development services represent one performance obligation, the Company has determined that it will satisfy its performance obligation over a period of time as services are performed and GBT receives the benefit of the services, as the overall purpose of the arrangement is for the Company to perform the services. The Company will recognize revenue associated with the performance obligation as the research and development services are provided using an input method, according to the costs incurred as related to the research and development activities and the costs expected to be incurred in the future to satisfy the performance obligation. The transfer of control occurs during this time and is the best measure of progress towards satisfying the performance obligation. The Company had no account receivable balance as of December 31, 2020, and an account receivable balance of $20.0 million as of December 31, 2019. The Company had a contract asset balance of $2.3 million as of December 31, 2020, and no contract asset balance as of December 31, 2019. As of December 31, 2020, the Company had deferred revenue related to the GBT Collaboration Agreement of $16.7 million, of which $8.4 million and $8.3 million was classified as deferred revenue, current portion and deferred revenue, net of current portion, respectively, on the Company’s consolidated balance sheet. As of December 31, 2019, the Company had deferred revenue of $20.0 million, of which $4.5 million and $15.5 million was classified as deferred revenue, current portion and deferred revenue, net of current portion, respectively, on the Company’s consolidated balance sheet. The Company recognized $11.7 million of revenue under the GBT Collaboration Agreement during the year ended December 31, 2020 and Agreements with Incyte Corporation In January 2018, the Company and Incyte entered into a Target Discovery, Research Collaboration and Option Agreement (the “Incyte Collaboration Agreement”). The Incyte Collaboration Agreement was amended in November 2019. Under the Incyte 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. Incyte Collaboration Revenue The Company analyzed the Incyte Collaboration Agreement and concluded that it represents a contract with a customer within the scope of ASC 606. The Company 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 Incyte 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. Following a November 2019 amendment, the total transaction price is now $12.8 million, consisting 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 and $0.5 million of additional consideration. The Company accounted for the contract amendment as a modification as if it were part of the existing contract as the remaining goods and services are not distinct, and therefore form part of a single performance obligation that was partially satisfied at the date of the amendment. The Incyte 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 re-evaluates the transaction price at the end of each reporting period and as uncertain events are resolved or other changes in circumstances occur. The Company recognizes revenue associated with the performance obligation as the research and development services are provided using an input method, according to the costs incurred as related to the research and development activities and the costs expected to be incurred in the future to satisfy the performance obligation. The transfer of control occurs during this time and is the best measure of progress towards satisfying the performance obligation. During the years ended December 31, 2020, 2019 and 2018, the Company recognized $3.4 million, $2.0 million and $2.1 million of revenue, respectively, under the Incyte Collaboration Agreement. As of December 31, 2020, the Company has deferred revenue outstanding under the Incyte Collaboration Agreement of approximately $5.4 million, of which $3.8 million and $1.6 million were classified as deferred revenue, current portion and deferred revenue, net of current portion, respectively, on the Company’s consolidated balance sheets. The following table presents the changes in contract assets and liabilities for the year ended December 31, 2020 (in thousands): Balance at December 31, 2019 Additions Deductions Balance at December 31, 2020 Accounts receivable and contract assets: Billed receivables from collaboration partners $ 20,000 $ 6,644 $ 26,637 $ 7 Unbilled receivables from collaboration partners 158 7,725 5,559 2,324 Total accounts receivable and contract assets $ 20,158 $ 14,369 $ 32,196 $ 2,331 Contract liabilities: Deferred revenue - Incyte $ 8,378 $ 335 $ 3,348 $ 5,365 Deferred revenue - GBT 20,000 746 4,025 16,721 Total contract liabilities $ 28,378 $ 1,081 $ 7,373 $ 22,086 The change in deferred revenue is due to the timing of the payments and the recognition of revenue related to the Company’s collaboration agreements during the period. |
Cash, Cash Equivalents and Mark
Cash, Cash Equivalents and Marketable Securities | 12 Months Ended |
Dec. 31, 2020 | |
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 consolidated balance sheets. Unrealized gains or losses are included in accumulated other comprehensive loss. Premiums or discounts from par value are amortized to other income over the life of the underlying security. Cash equivalents and marketable securities, available-for-sale, consisted of the following at December 31, 2020 and December 31, 2019 (in thousands): Unrealized Unrealized Fair December 31, 2020 Amortized Cost Gains Losses Value Cash and cash equivalents: Cash and money market funds $ 173,984 $ — $ — $ 173,984 Total: $ 173,984 $ — $ — $ 173,984 Unrealized Unrealized Fair December 31, 2019 Amortized Cost Gains Losses Value Cash and cash equivalents: Cash and money market funds $ 29,441 $ — $ — $ 29,441 Overnight repurchase agreements 12,000 — — 12,000 Marketable securities: U.S. treasury obligations 49,951 24 — 49,975 Total: $ 91,392 $ 24 $ — $ 91,416 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 years ended December 31, 2020, 2019 and 2018, there were no realized gains or losses on sales of investments, and no investments were adjusted for other than temporary declines in fair value. There were no marketable securities held as of December 31, 2020 2019 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 5. Fair Value Measurements Assets and liabilities measured at fair value on a recurring basis as of December 31, 2020 and 2019 were as follows (in thousands): Active Observable Unobservable Markets Inputs Inputs Description December 31, 2020 (Level 1) (Level 2) (Level 3) Assets: Cash and money market funds $ 173,984 $ 173,984 $ — $ — $ 173,984 $ 173,984 $ — $ — Liabilities: Warrant liability $ 19,711 $ — $ — $ 19,711 $ 19,711 $ — $ — $ 19,711 Active Observable Unobservable Markets Inputs Inputs Description December 31, 2019 (Level 1) (Level 2) (Level 3) Cash and cash equivalents: Cash and money market funds $ 29,441 $ 29,441 $ — $ — Overnight repurchase agreements 12,000 — 12,000 — Marketable securities: U.S. treasury obligations 49,975 49,975 — — $ 91,416 $ 79,416 $ 12,000 $ — Assumptions Used in Determining Fair Value of Warrants The Company issued Warrants in connection with private placement on December 8, 2020 (see Note 11). In the event of certain fundamental transactions involving the Company, the Warrant holders may require the Company to make a payment based on a Black-Scholes valuation, using specified inputs; therefore, t The Company recorded the A summary of the Black Scholes pricing model assumptions used to record the fair value of the warrants is as follows: Issued on December 8, 2020 December 31, 2020 Risk-free interest rate 0.39 % 0.35 % Dividend yield — — Expected life (in years) 5.00 4.94 Expected volatility 82.08 % 82.66 % Changes in Level 3 Liabilities Measured at Fair Value on a Recurring Basis The following table reflects the change in the Company’s Level 3 Warrant liability for the year ended December 31, 2020 (in thousands): Warrant liability Fair value as of December 31, 2019 $ — Warrants issued in connection with private placement 19,336 Change in fair value 375 Fair value as of December 31, 2020 $ 19,711 |
Restricted Cash
Restricted Cash | 12 Months Ended |
Dec. 31, 2020 | |
Restricted Cash [Abstract] | |
Restricted Cash | 6. Restricted Cash At December 31, 2020 the At December 31, 2019, the Company had $3.4 million in restricted cash, of which $0.3 million was classified as short-term and $3.1 million as long-term on the Company’s consolidated balance sheets. The short-term portion was related to the letter of credit associated with the 2015 Lease (See Note 10), which was released in 2020, and the long-term portion related to the letter of credit associated with the 2019 Lease. T he following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets that sum to the total of the amounts shown in the consolidated statement of cash flows as of December 31, 2020, 2019, 2018 and 2017 (in thousands): December 31, 2020 2019 2018 2017 Cash and cash equivalents $ 173,984 $ 41,441 $ 49,886 $ 32,205 Restricted cash, current portion — 290 638 193 Restricted cash, net of current portion 3,086 3,086 290 290 Total cash, cash equivalents and restricted cash $ 177,070 $ 44,817 $ 50,814 $ 32,688 |
Oxford Finance Loan Agreement
Oxford Finance Loan Agreement | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Oxford Finance Loan Agreement | 7. Oxford Finance Loan Agreement On February 12, 2020, the Company entered into a Loan and Security Agreement (the “Loan Agreement”) with Oxford Finance LLC (the “Lender”). Pursuant to the Loan Agreement, a term loan of up to an aggregate principal amount of $60.0 million is available to the Company. A $20.0 million term loan (first tranche) was funded on February 12, 2020, and another $20.0 million term loan (second tranche) was funded on December 23, 2020. The remaining $20.0 million is still available under the Loan Agreement, at the sole discretion of the Lender. The term loan bears interest at an annual rate equal to the greater of (i) 7.75% and (ii) the sum of 5.98% and the greater of (A) one-month LIBOR or (B) 1.77%. The Loan Agreement provides for interest-only payments until March 1, 2023, and repayment of the aggregate outstanding principal balance of the term loan in monthly installments starting on March 1, 2023 and continuing through February 1, 2025 (the “Maturity Date”). The Company paid a facility fee of $0.1 million upon the issuance of the first tranche, paid a facility fee of $75,000 upon the issuance of the second tranche, and must pay a $50,000 facility fee if and when the third tranche is issued. The Company is required to make a final payment equal to 5.00% of the amount of the term loan drawn payable on the earlier of (i) the prepayment of the term loan or (ii) the Maturity Date. At the Company’s option, the Company may elect to prepay the loans subject to a prepayment fee equal to the following percentage of the principal amount being prepaid: 2% if an advance is prepaid during the first 12 months following the applicable advance date, 1% if an advance is prepaid after 12 months but prior to 24 months following the applicable advance date, and 0.5% if an advance is prepaid any time after 24 months following the applicable advance date but prior to the Maturity Date. In connection with the Loan Agreement, the Company granted the Lender a security interest in all of the Company’s personal property now owned or hereafter acquired, excluding intellectual property (but including the right to payments and proceeds of intellectual property), and a negative pledge on intellectual property. The Loan Agreement also contains certain events of default, representations, warranties and non-financial covenants of the Company. In connection with the issuance of the first tranche, the Company issued the Lender warrants to purchase 27,548 shares of the Company’s common stock at an exercise price per share of $7.26 in February 2020. In connection with the issuance of the second tranche, the Company issued the Lender warrants to purchase 17,389 shares of the Company’s common stock at an exercise price of $11.50 per share in December 2020 (collectively, the “Oxford Warrants”). The Oxford Warrants are exercisable within five years from the respective dates of issuance. The Oxford Warrants are classified as a 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 Oxford Warrants do not provide any guarantee of value or return. The Company valued the Oxford Warrants at issuance using the Black-Scholes option pricing model and determined the fair value of the Oxford Warrants to be $0.1 million for the first tranche and $0.2 million for the second tranche. The key inputs to the valuation model included an average volatility of 75.43% for the first tranche and 82.41% for the second tranche, and an expected term of 5.0 years The Company has the following minimum aggregate future loan payments as of December 31, 2020 Year ended December 31, 2021 $ — Year ended December 31, 2022 — Year ended December 31, 2023 16,666 Year ended December 31, 2024 20,000 Year ended December 31, 2025 3,334 Total minimum payments $ 40,000 Less unamortized debt discount (645 ) Plus accumulated accretion of final fees 196 Less current portion — Long-term debt, net of current portion $ 39,551 For the year ended December 31, 2020, interest expense related to the Loan Agreement was approximately $1.7 million. The total carrying value of debt is classified as long-term on the Company’s consolidated balance sheets as of December 31, 2020. The carrying value of the outstanding debt facility approximates its fair value, considering that it bears interest that is similar to prevailing market rates. The debt facility fair value is determined based on the Level 2 fair value hierarchy. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2020 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | 8. Property and Equipment Property and Equipment consist of the following as of December 31, 2020 and 2019 (in thousands): Estimated useful life (in years) December 31, 2020 December 31, 2019 Construction-in-process - $ 6 $ 164 Laboratory equipment 5 7,028 5,401 Computer equipment 3 1,841 1,628 Furniture and fixtures 4 897 852 Leasehold improvements * 11,657 11,607 $ 21,429 $ 19,652 Less: Accumulated depreciation (7,216 ) (4,442 ) Total property and equipment, net $ 14,213 $ 15,210 * Leasehold improvements are depreciated over the shorter of the life of the asset and the term of the lease at 9.3 years and 10.3 years as of December 31, 2020 and 2019, respectively. The Company moved into its corporate headquarters in November 2019 and 10.3 years represents the period until the 2019 Lease expires. Depreciation expense, including depreciation expense for two immaterial capital leases, for the years ended December 31, 2020, 2019 and 2018 was $2.8 million, $2.5 million and $1.6 million, respectively. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2020 | |
Payables And Accruals [Abstract] | |
Accrued Expenses | 9. Accrued Expenses Accrued expenses consist of the following as of December 31, 2020 and 2019 (in thousands): December 31, 2020 December 31, 2019 External research and preclinical development $ 4,702 $ 5,395 Employee compensation and benefits 5,715 4,174 Professional fees 602 694 Facilities and other 65 383 $ 11,084 $ 10,646 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. 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. The 2015 Lease had escalating rent payments and the Company recorded rent expense on a straight-line basis over its term, including any rent-free periods. The 2015 Lease included certain lease incentives in the form of tenant allowances. Prior to the adoption of ASC 842, the Company capitalized these improvements made with the tenant allowance into fixed assets and established a liability for the deferred lease incentive upon occupancy. The Company recorded these incentives as a component of deferred rent and amortized these incentives as a reduction of rent expense over the lease term. The related fixed assets were amortized over the expected lease term. Effective January 1, 2019, upon the adoption of ASC 842, the Company recorded a right-of use asset and lease liability of $1.5 million and $2.2 million, respectively, with the remaining deferred rent and tenant allowance incentive included as an offsetting balance within the right-of-use asset. On November 1, 2019, the Company entered into an early termination with the landlord for the 2015 Lease. Pursuant to the termination agreement, the 2015 Lease terminated December 31, 2019, rather than on October 31, 2020 as contemplated by the 2015 Lease. The Company reviewed the early termination of the 2015 Lease under ASC 842 and determined the early termination resulted in a modification to the 2015 Lease. The Company remeasured the right-of-use asset and lease liability as of the November 1, 2019 modification date, resulting in a lease liability and right-of-use asset of $0.2 million and recorded a $0.1 million gain as result of the modification, which is included in loss from continuing operations 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 was 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 expected to be received of $9.3 million, on the May 1, 2019 lease commencement date. The Company is amortizing the tenant allowance to offset rent expenses over the term of the 2019 Lease starting at the lease commencement date on a straight-line basis. On the Company’s consolidated balance sheets, the Company classified $1.4 million and $1.0 million of the lease liability as short-term and $24.6 million and $24.0 million of the lease liability as long-term as of December 31, 2020 and 2019, respectively. 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 December 31, 2020 (in thousands): Operating Financing Year ended December 31, 2021 $ 3,824 $ 313 Year ended December 31, 2022 3,935 313 Year ended December 31, 2023 4,049 66 Year ended December 31, 2024 4,166 — Year ended December 31, 2025 and beyond 23,543 — Total minimum lease payments 39,517 692 Less imputed interest (13,476 ) (70 ) Total lease liability $ 26,041 $ 622 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 December 31, 2020 (in thousands): Year Ended December 31, 2020 Lease cost: Operating lease cost $ 3,063 Financing lease cost: Amortization of right-of-use asset $ 261 Interest on lease liabilities 71 Total financing lease cost $ 332 Cash paid for amounts included in the measurement of liabilities: Operating cash flows from operating leases $ 3,122 Operating cash flows from financing lease $ 313 Other information: Year Ended December 31, 2020 Weighted-average remaining lease term (in years) - operating lease 9.09 Weighted-average discount rate - operating lease 9.30 % Weighted-average remaining lease term (in years) - financing lease 2.30 Weighted-average discount rate - financing lease 9.47 % Prior to the adoption of ASC 842 effective January 1, 2019, the Company accounted for its leases under the guidance of ASC 840 as either operating with the liability recorded to the balance sheet based on escalating rent payments or capital and recorded to fixed assets and amortized over the term of the lease. Asset Purchase Agreement Orsenix, LLC On December 4, 2020, the Company entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Orsenix, LLC (“Orsenix”), pursuant to which the Company acquired all of Orsenix’s assets related to a novel oral form of arsenic trioxide, which the Company refers to as SY-2101. Under the terms of the Asset Purchase Agreement, the Company is required to pay to Orsenix: • an upfront fee of $12.0 million, which was paid with cash on hand upon the closing of the transaction; • single-digit million milestone payments related to the development of SY-2101 in indications other than APL; • $6.0 million following the achievement of a regulatory milestone related to the development of SY-2101 in APL; and • up to $10.0 million upon the achievement of certain commercial milestones with respect to SY-2101. The Company’s obligation to pay the commercial milestone payments expires following the tenth anniversary of the first commercial sale of SY-2101. The Asset Purchase Agreement requires the Company to use commercially reasonable efforts to develop and commercialize SY-2101 for APL in the United States during such period, and to use commercially reasonable efforts to dose the first patient in a Phase 3 clinical trial of SY-2101 on or before the third anniversary of the closing of the transaction; however, the Company retains sole discretion to operate the acquired assets as it determines. The assets acquired from Orsenix do not meet the definition of a business under ASC Business Combinations License Agreement 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, and further amended in January 2021 to expand the territory under which we are licensed to include Central and South America, Australia, Israel, and Russia. 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. The Company incurred fees of $0.9 million under this supply management agreement during the year ended December 31, 2020. No payments were made under the supply management agreement during the year ended December 31, 2019. Litigation The Company is not party to any litigation and does not have contingency reserves established for any litigation liabilities as of December 31, 2020 December 31, 2019 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | 11. Stockholders’ equity Issuance of Securities through a Private Placement On December 8, 2020, through a private placement, the Company issued 10,312,500 shares of common stock, and, in lieu of shares of common stock, Pre-Funded Warrants to purchase an aggregate of 1,000,000 shares of common stock, and, in each case, accompanying Warrants to purchase an aggregate of up to 2,828,125 additional shares of common stock (or Pre-Funded Warrants to purchase common stock in lieu thereof) at a price of $8.00 per share and accompanying Warrant (or $7.99 per Pre-Funded Warrant and accompanying Warrant). The private placement resulted in aggregate gross proceeds of $90.5 million, before $0.4 million of transaction costs. In the event of certain fundamental transactions involving the Company, the holders of Warrants may require the Company to make a payment based on a Black-Scholes valuation, using specified inputs. The holders of Pre-Funded Warrants do not have similar rights. Therefore, the Company accounted for the Warrants as liabilities, while the Pre-Funded Warrants met the permanent equity criteria classification. The Pre-Funded Warrants are classified as a 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 Pre-Funded Warrants do not provide any guarantee of value or return. T he initial fair value of the W arrants at issuance was $ 19.3 million, determined using the Black-Scholes valuation model . The Company remeasured the Warrant’s fair value at December 31, 20 20 as $ 19.7 million . The change in fair value of $ 0.4 was recorded in our statement of operations for the year ended December 31, 20 20 . Convertible Preferred Stock and 2019 Warrants 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 2019 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 2019 Warrant. In the second public offering, the Company sold 666 shares of its Series A Preferred Stock, and accompanying 2019 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 2019 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 . In November 2019, all 666 shares of Series A Preferred Stock were converted to 666,000 shares of common stock. As of December 31, 2019, there were no shares of our Series A Preferred Stock outstanding. Each 2019 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 2019 Warrant is immediately exercisable, provided that the holder is prohibited, subject to certain exceptions, from exercising the 2019 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 2019 Warrants for liability or equity classification in accordance with the provisions of ASC 480, Distinguishing Liabilities from Equity The Series A Preferred Stock was not mandatorily redeemable and did 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 2019 Warrants are classified as a 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 2019 Warrants do not provide any guarantee of value or return. The Company valued the 2019 Warrants at issuance using the Black-Scholes option pricing model and determined the fair value of the 2019 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 December 31, 2020, 2019 Warrants to purchase 2,117,094 shares of common stock are outstanding and remain unexercised. |
Stock-Based Payments
Stock-Based Payments | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Payments | 12. 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, 2020, the number of shares reserved for issuance under the 2016 Plan was increased by 1,600,000 shares. At December 31, 2020, 1,976,944 shares remained available for future issuance under the 2016 Plan. Under the 2016 Plan, stock options may not be granted at less than fair value on the date of grant. 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, 2020, the number of shares reserved for issuance under the 2016 ESPP was increased by 433,678 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. During each of the years ended December 31, 2020 and 2019, the Company recorded additional stock-based compensation expense of $0.4 million related to the acceleration of vesting of certain stock options associated with the initiation of the Phase 3 clinical trial of SY-1425 at the end of 2020 and the entry into the GBT Collaboration Agreement in December 2019, respectively. As of December 31, 2020, there was no unrecognized expense related to the performance-based stock options granted to management. 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 December 31, 2020, none of these performance-based criteria had been achieved. As of December 31, 2020, there was $0.3 million of unrecognized compensation cost related to this option, with a remaining contractual period of 5.7 years. A summary of the status of stock options as of December 31, 2020 and December 31, 2019 and changes during the year ended December 31, 2020 is presented below: Aggregate Weighted Remaining Intrinsic Average Contractual Value Shares Exercise Price Life (in years) (in thousands) Outstanding at December 31, 2019 4,618,421 $ 9.16 7.5 $ 2,525 Granted 1,195,050 7.87 Exercised (170,723 ) 6.30 Cancelled (174,143 ) 11.12 Outstanding at December 31, 2020 5,468,605 $ 8.90 7.2 $ 13,124 Exercisable at December 31, 2020 3,311,783 $ 9.37 6.4 $ 7,043 The intrinsic value of stock options exercised during the years ended December 31, 2020, 2019 and 2018 was $0.8 million, $0.2 million and $1.4 million, respectively As of December 31, 2020, there was $10.6 million of total unrecognized compensation cost related to non-vested stock options granted to employees, which is expected to be recognized over a weighted-average period of 2.44 years. Cash received from option exercises during the years ended December 31, 2020 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 three-years A summary of the status of restricted stock units as of December 31, 2019 and December 31, 2020 and changes during the year ended December 31, 2020 is presented below: Weighted Average Grant Shares Date Fair Value Outstanding at December 31, 2019 1,116,358 $ 6.75 Granted 859,500 8.15 Vested (109,362 ) 6.85 Forfeited (132,113 ) 7.26 Outstanding at December 31, 2020 1,734,383 $ 7.40 As of December 31, 2020, there was $8.5 million of unrecognized stock-based compensation expense related to outstanding restricted stock units, with an expected recognition period of 2.37 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: Year Ended December 31, 2020 2019 2018 Weighted-average risk-free interest rate 1.28 % 2.42 % 2.56 % Expected dividend yield — % — % — % Expected option term (in years) 5.99 6.00 6.04 Volatility 78.27 % 91.35 % 90.26 % The weighted‑average grant date fair value per share of options granted in the years ended December 31, 2020 The following table summarizes the stock-based compensation expense for stock options, restricted stock units and restricted common stock granted to employees and non-employees and from the 2016 ESPP recorded in the Company’s statements of operations: Year Ended December 31, 2020 2019 2018 Research and development $ 4,732 $ 3,472 $ 2,412 General and administrative 6,207 6,367 4,198 Total stock-based compensation expense $ 10,939 $ 9,839 $ 6,610 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. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 13. Income Taxes The Company accounts for income taxes under FASB Accounting Standards Codification 740 ("ASC 740"). Deferred income tax assets and liabilities are determined based upon differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The components of the income tax provision for the years ended December 31, 2020, 2019 and 2018 are as follows: Year Ended December 31, 2020 2019 2018 Current $ 4 $ 28 $ 24 Deferred — — — Total $ 4 $ 28 $ 24 A reconciliation of the U.S. statutory income tax rate to the Company’s effective tax rate is as follows for the years ended December 31, 2020 2019 2018 Year ended December 31, 2020 2019 2018 Federal income tax computed at federal statutory tax rate 21.00 % 21.00 % 21.00 % State income tax, net of federal benefit 6.12 6.56 6.01 Permanent items (0.68 ) (0.89 ) (0.61 ) Federal and state research and development credits 3.89 4.79 4.79 Rate change — — — Other (0.88 ) (0.77 ) 0.01 Change in valuation allowance (29.45 ) (30.73 ) (31.24 ) Effective income tax rate — % (0.04 ) % (0.04 ) % The principal components of the Company’s deferred tax assets and liabilities consist of the following at December 31, 2020 and 2019 (in thousands): Year ended December 31, 2020 2019 Deferred tax assets: Federal and state net operating loss carryforwards $ 80,658 $ 68,026 Tax credit carryforwards 17,442 14,170 Intangible assets 3,219 46 Stock-based compensation 5,117 3,774 Leasehold incentive — — Deferred revenue 6,034 2,289 Capital lease 7,284 7,526 Other 1,725 1,432 Total deferred tax assets 121,479 97,263 Less valuation allowance (114,946 ) (90,198 ) Net deferred tax assets 6,533 7,065 Deferred tax liabilities: Right-of-use asset 4,215 4,557 Fixed assets 2,318 2,508 Total deferred tax liabilities 6,533 7,065 Net deferred taxes $ — $ — ASC 740 requires a valuation allowance to reduce the deferred tax assets reported if, based on the weight of the evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. After consideration of all the evidence, both positive and negative, the Company has recorded a valuation allowance against its deferred tax assets at December 31, 2020 and 2019, respectively because the Company's management has determined that it is more likely than not that these assets will not be fully realized. The increase in the valuation allowance of $24.7 million in 2020 and $23.2 million in 2019 primarily relates to the net loss incurred by the Company. As of December 31, 2020, the Company had federal net operating loss (“NOL”) carryforwards of approximately $294.4 million and state net operating loss carryforwards of $298.0 million which are available to reduce future taxable income. The Company also had federal tax credits of approximately $14.9 million and state tax credits of $3.2 million which may be used to offset future tax liabilities. Net operating losses generated before 2018 of approximately $135.7 million will expire at various dates through 2037, and net operating loss carryforward of approximately $158.7 million, which were generated after 2017 have an indefinite carryforward period. The NOL and tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. Net operating loss and tax credit carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant shareholders over a three-year period in excess of 50%, as defined under Sections 382 and 383 of the Internal Revenue Code, respectively, as well as similar state provisions. This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The amount of the annual limitation is determined based on the value of the Company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. The Company has not determined whether an ownership change has occurred and as such, the Company's NOLs may be limited. The Company’s reserves related to taxes are based on a determination of whether and how much of a tax benefit taken by the Company in its tax filings or positions is more likely than not to be realized following resolution of any potential contingencies present related to the tax benefit. As of December 31, 2020 and 2019 the Company had no unrecognized tax benefits or accrued interest or penalties related to unrecognized tax benefits. The Company’s policy is to recognize both interest and penalties related to unrecognized tax benefits in income tax expense. The Company completed a study to document its qualifying research credits for all years except the year s ended December 31, 2020, 201 9 and 201 8 . For the year s ended December 31, 20 20 , 2019 and 201 8 , the Company generated research credits but has not conducted a study to document the qualified activities. This study may result in an adjustment to the Company’s research and development credit carryforwards; however, until a study is completed and any adjustment is known, no amounts are being presented as an unrecognized tax benefit for the year s ended December 31, 20 19 and 20 20 . A full valuation allowance has been provided against the Company’s research and development credits and, if an adjustment is required, this adjustment would be offset by an adjustment to the deferred tax asset established for the research and development credit carryforwards and the valuation allowance. The federal and state income tax returns are generally subject to examinations for the tax years ended December 31, 2017 through December 31, 2020. To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the Internal Revenue Service or state tax authorities to the extent utilized in a future period. The Company files income tax returns in the U.S. federal and Massachusetts jurisdictions. There are currently no federal or state audits in process. |
Defined Contribution Plan
Defined Contribution Plan | 12 Months Ended |
Dec. 31, 2020 | |
Compensation And Retirement Disclosure [Abstract] | |
Defined Contribution Plan | 14. Defined Contribution Plan The Company established a defined contribution savings plan under Section 401(k) of the Internal Revenue Code. This plan covers substantially all employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pretax or post-tax basis. Company contributions to the plan may be made at the discretion of the board of directors. The Company instituted effective September 1, 2017 an employer match of . For the years ended December 31, 2020, 2019, and 2018 the Company contributed $0.5 million, $0.5 million and $0.4 million respectively, to the 401(k) plan |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 15. Subsequent Events On January 22, 2021, the Company issued and sold an aggregate of 5,400,000 shares of its common stock in an underwritten public offering at a public offering price of $14.00 per share, resulting in gross proceeds of $75.6 million before deducting underwriting discounts and commissions and other transaction expenses of approximately $4.8 million. The public offering was made pursuant to an underwriting agreement entered into by the Company with Cowen and Company, LLC and Piper Sandler & Co., as representatives of the several underwriters, on January 19, 2021. The public offering price was $14.00 per share, and the underwriters agreed to purchase shares from the Company pursuant to the underwriting agreement at a price of $13.16 per share. The shares were issued pursuant to a shelf registration statement on Form S-3 that was filed with the Securities Exchange Commission (“SEC”) on June 12, 2020 and declared effective by the SEC on June 22, 2020. |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (unaudited) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data (unaudited) | 16. Selected Quarterly Financial Data (unaudited) The following table contains selected quarterly financial information for 2020 and 2019 (in thousands, except for net loss per share and average number of common shares). The Company believes that the following information reflects all normal recurring adjustments necessary for a fair statement of the information for the periods presented. The operating results for any quarter are not necessarily indicative of results for any future period. Three Months Ended March 31, 2020 June 30, 2020 September 30, 2020 December 31, 2020 Revenue $ 2,379 $ 3,188 $ 3,828 5,698 Operating expenses: Research and development 14,569 14,796 17,674 29,026 General and administrative 5,149 5,133 5,151 5,892 Total operating expenses 19,718 19,929 22,825 34,918 Loss from operations (17,339 ) (16,741 ) (18,997 ) (29,220 ) Interest income 384 32 4 6 Interest expense (271 ) (487 ) (493 ) (541 ) Change in fair value of warrant liability — — — (375 ) Net loss applicable to common stockholders $ (17,226 ) $ (17,196 ) $ (19,486 ) (30,130 ) Net loss per share applicable to common stockholders - basic and diluted $ (0.39 ) $ (0.38 ) $ (0.43 ) (0.62 ) Weighted-average number of common shares used in net loss per share applicable to common stockholders - basic and diluted 43,923,999 45,699,277 45,781,638 48,774,598 Three Months Ended March 31, 2019 June 30, 2019 September 30, 2019 December 31, 2019 Revenue $ 454 $ 462 $ 558 $ 508 Operating expenses: Research and development 12,562 15,475 15,931 14,277 General and administrative 4,865 5,195 5,016 6,402 Total operating expenses 17,427 20,670 20,947 20,679 Loss from operations (16,973 ) (20,208 ) (20,389 ) (20,171 ) Interest income 520 776 617 462 Interest expense (8 ) (23 ) (21 ) (20 ) Net loss applicable to common stockholders $ (16,461 ) $ (19,455 ) $ (19,793 ) $ (19,729 ) Net loss per share applicable to common stockholders - basic and diluted $ (0.49 ) $ (0.47 ) $ (0.47 ) $ (0.46 ) Weighted-average number of common shares used in net loss per share applicable to common stockholders - basic and diluted 33,766,333 41,673,275 42,439,338 42,885,208 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s 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”). |
Principles of Consolidation | Principles of Consolidation The accompanying 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, warrant liability, 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 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. |
Off-Balance Sheet Risk and Concentrations of Credit Risk | Off-Balance Sheet Risk and Concentrations of Credit Risk The Company has no financial instruments with off-balance sheet risk, such as foreign exchange contracts, option contracts, or other foreign hedging arrangements. Financial instruments that potentially subject the Company to concentrations of credit risk primarily consist of cash equivalents and marketable securities. Under its investment policy, the Company limits amounts invested in such securities by credit rating, maturity, industry group, investment type and issuer, except for securities issued by the U.S. government. The Company is not exposed to any significant concentrations of credit risk from these financial instruments. The goals of the Company’s investment policy, in order of priority, are safety and preservation of principal and liquidity of investments sufficient to meet cash flow requirements. |
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 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. |
Property and Equipment | Property and Equipment Property and equipment consists of laboratory equipment, computer equipment, furniture and fixtures and leasehold improvements, all of which are stated at cost, less accumulated depreciation. Expenditures for maintenance and repairs that do not improve or extend the lives of the respective assets are recorded to expense as incurred. Major betterments are capitalized as additions to property and equipment. Depreciation and amortization is recognized over the estimated useful lives of the assets using the straight-line method. Construction-in-progress is stated at cost, which relates to the cost of leasehold improvements not yet placed into service. No depreciation expense is recorded on construction-in-progress until such time as the relevant assets are completed and put into use. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company continually evaluates long-lived assets for potential impairment when events or changes in circumstances indicate the carrying value of the assets may not be recoverable. Recoverability is measured by comparing the book values of the assets to the expected future net undiscounted cash flows that the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the book values of the assets exceed their fair value. The Company has not recognized any impairment losses from inception through December 31, 2020. |
Other Long-Term Assets | Other Long-Term Assets At December 31, 2020, other long-term assets primarily consisted of advance payments made to the contract research organizations responsible for conducting the Company’s SY-1425 and SY-5609 clinical trials. At December 31, 2019, other long-term assets primarily consisted of advance payments made to the contract research organization responsible for conducting the Company’s clinical trials of SY-1425. |
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 year ended December 31, 2020, the Company recognized approximately $15.1 million of revenue, $11.7 million of which was related to the Company’s collaboration with Global Blood Therapeutics, Inc. (“GBT”), and $3.4 million of which was related to the Company’s target discovery collaboration with Incyte Corporation (“Incyte”). For the years ended December 31, 2019 and 2018, the Company recognized $2.0 million and $2.1 million of revenue, respectively, all of which was attributable to the target discovery collaboration with 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. If the Company performs by transferring goods or services to a customer before the customer pays consideration or before payment is due, the Company records a contract asset, excluding any amounts presented as accounts receivable. The Company includes contract assets as unbilled accounts receivable on its consolidated balance sheets. The Company records accounts receivable for amounts billed to the customer for which the Company has an unconditional right to consideration. The Company assesses contract assets and accounts receivable for impairment and, to date, no impairment losses have been recorded. 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 development of the Company’s gene control platform 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. |
Warrants | Warrants The Company accounts for issued warrants as either liability or equity in accordance with ASC 480-10, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock |
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 such time as it has adequate historical data regarding the volatility of its own traded stock price. The expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. Through December 31, 2018, the expected term of stock options granted to non-employees was equal to the contractual term of the option award. Effective January 1, 2019, the expected term of stock options to non-employees can be determined using either the contractual term of the option award or the “simplified” method . The Company elected to continue to use the contractual term in determining the expected term of the stock option. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. The Company uses the value of its common stock to determine the fair value of restricted stock awards . The Company expenses the fair value of its stock-based awards to employees and non-employees on a straight-line basis over the associated service period, which is generally the vesting period. 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. Compensation expense for discounted purchases under the employee stock purchase plan is measured using the Black-Scholes model to compute the fair value of the lookback provision plus the purchase discount and is recognized as compensation expense over the offering period. 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 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. Compensation expense for such awards is recognized over the six-year |
Income Taxes | Income Taxes 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. |
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 treasury-stock method and the if-converted method. For purposes of the calculation of dilutive net loss per share applicable to common stockholders, stock options, unvested restricted stock units, and warrants 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. As of December 31, 2020, 1,000,000 Pre-Funded Warrants to purchase common stock, issued in connection with the December 2020 private placement (refer to Note 11), were included in the basic and diluted net loss per share calculation. 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 December 31, 2020 2019 2018 Stock options 5,468,605 4,618,421 3,732,643 Unvested restricted stock units 1,734,383 1,116,358 — Warrants* 4,990,156 2,118,094 — Total 12,193,144 7,852,873 3,732,643 * As of December 31, 2020, this is comprised of 2,117,094 2019 Warrants to purchase common stock issued in connection with the Company’s April 2019 financing (refer to Note 11), 27,548 warrants to purchase common stock issued in connection with the execution and first draw of the Loan Agreement in February 2020 (refer to Note 7), 17,389 warrants to purchase common stock issued in connection with the second draw on the Loan Agreement in December 2020 (refer to Note 7), and 2,828,125 warrants to purchase common stock issued in connection with the private placement in December 2020 (refer to Note 11). As of December 31, 2019, this was comprised solely of 2,118,094 2019 Warrants to purchase common stock issued in connection with the Company’s April 2019 financing. The weighted average number of common shares used in net loss per share applicable to common stockholders on a basic and diluted basis were 46,051,617, 40,222,182 and 32,656,237 shares for the years ended December 31, 2020, 2019 and 2018, respectively. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity 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 Recently Adopted Accounting Pronouncements In November 2018, the FASB issued ASU No. 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606, Revenue from Contracts with Customers (“ASU 2018-18”). ASU 2018-18 (1) clarifies that certain transactions between collaborative arrangement participants should be accounted for under ASC 606, when the collaborative arrangement participant is a customer in the context of a unit of account, (2) adds unit-of-account guidance in ASC 808 to align with ASC 606 when an entity is assessing whether the collaborative arrangement, or a part of the arrangement, is within the scope of ASC 606, and (3) precludes presenting transactions together with revenue when those transactions involve collaborative arrangement participants that are not directly related to third parties and are not customers. The Company adopted ASU 2018-18 effective January 1, 2020, and the adoption of the new standard did not have a material impact on the Company’s consolidated financial statements related disclosures. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurements (Topic 820) (“ASU 2018-13”), which provides for changes to the disclosure requirements for recurring and nonrecurring fair value measurements under Topic 820. ASU 2018-13 is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2019. Provisions of ASU 2018-13 including changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty were required to be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. The Company adopted ASU 2018- 13 effective January 1, 2020 , and the adoption of the new standard did not have a material impact on the Company’s consolidated financial statements and related disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of 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 December 31, 2020 2019 2018 Stock options 5,468,605 4,618,421 3,732,643 Unvested restricted stock units 1,734,383 1,116,358 — Warrants* 4,990,156 2,118,094 — Total 12,193,144 7,852,873 3,732,643 * As of December 31, 2020, this is comprised of 2,117,094 2019 Warrants to purchase common stock issued in connection with the Company’s April 2019 financing (refer to Note 11), 27,548 warrants to purchase common stock issued in connection with the execution and first draw of the Loan Agreement in February 2020 (refer to Note 7), 17,389 warrants to purchase common stock issued in connection with the second draw on the Loan Agreement in December 2020 (refer to Note 7), and 2,828,125 warrants to purchase common stock issued in connection with the private placement in December 2020 (refer to Note 11). As of December 31, 2019, this was comprised solely of 2,118,094 2019 Warrants to purchase common stock issued in connection with the Company’s April 2019 financing. |
Collaboration and Research Ar_2
Collaboration and Research Arrangements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Collaborative Arrangement Disclosure [Abstract] | |
Schedule of changes in contract assets and liabilities | The following table presents the changes in contract assets and liabilities for the year ended December 31, 2020 (in thousands): Balance at December 31, 2019 Additions Deductions Balance at December 31, 2020 Accounts receivable and contract assets: Billed receivables from collaboration partners $ 20,000 $ 6,644 $ 26,637 $ 7 Unbilled receivables from collaboration partners 158 7,725 5,559 2,324 Total accounts receivable and contract assets $ 20,158 $ 14,369 $ 32,196 $ 2,331 Contract liabilities: Deferred revenue - Incyte $ 8,378 $ 335 $ 3,348 $ 5,365 Deferred revenue - GBT 20,000 746 4,025 16,721 Total contract liabilities $ 28,378 $ 1,081 $ 7,373 $ 22,086 |
Cash, Cash Equivalents and Ma_2
Cash, Cash Equivalents and Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Investments Debt And Equity Securities [Abstract] | |
Schedule of Cash Equivalents and Marketable Securities, Available-for-Sale | Cash equivalents and marketable securities, available-for-sale, consisted of the following at December 31, 2020 and December 31, 2019 (in thousands): Unrealized Unrealized Fair December 31, 2020 Amortized Cost Gains Losses Value Cash and cash equivalents: Cash and money market funds $ 173,984 $ — $ — $ 173,984 Total: $ 173,984 $ — $ — $ 173,984 Unrealized Unrealized Fair December 31, 2019 Amortized Cost Gains Losses Value Cash and cash equivalents: Cash and money market funds $ 29,441 $ — $ — $ 29,441 Overnight repurchase agreements 12,000 — — 12,000 Marketable securities: U.S. treasury obligations 49,951 24 — 49,975 Total: $ 91,392 $ 24 $ — $ 91,416 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis | Assets and liabilities measured at fair value on a recurring basis as of December 31, 2020 and 2019 were as follows (in thousands): Active Observable Unobservable Markets Inputs Inputs Description December 31, 2020 (Level 1) (Level 2) (Level 3) Assets: Cash and money market funds $ 173,984 $ 173,984 $ — $ — $ 173,984 $ 173,984 $ — $ — Liabilities: Warrant liability $ 19,711 $ — $ — $ 19,711 $ 19,711 $ — $ — $ 19,711 Active Observable Unobservable Markets Inputs Inputs Description December 31, 2019 (Level 1) (Level 2) (Level 3) Cash and cash equivalents: Cash and money market funds $ 29,441 $ 29,441 $ — $ — Overnight repurchase agreements 12,000 — 12,000 — Marketable securities: U.S. treasury obligations 49,975 49,975 — — $ 91,416 $ 79,416 $ 12,000 $ — |
Summary of Assumptions Used to Record Fair Value of Warrants | A summary of the Black Scholes pricing model assumptions used to record the fair value of the warrants is as follows: Issued on December 8, 2020 December 31, 2020 Risk-free interest rate 0.39 % 0.35 % Dividend yield — — Expected life (in years) 5.00 4.94 Expected volatility 82.08 % 82.66 % |
Summary of Changes in Level 3 Warrant Liability Measured at Fair Value on Recurring Basis | The following table reflects the change in the Company’s Level 3 Warrant liability for the year ended December 31, 2020 (in thousands): Warrant liability Fair value as of December 31, 2019 $ — Warrants issued in connection with private placement 19,336 Change in fair value 375 Fair value as of December 31, 2020 $ 19,711 |
Restricted Cash (Tables)
Restricted Cash (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Restricted Cash [Abstract] | |
Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash | T he following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets that sum to the total of the amounts shown in the consolidated statement of cash flows as of December 31, 2020, 2019, 2018 and 2017 (in thousands): December 31, 2020 2019 2018 2017 Cash and cash equivalents $ 173,984 $ 41,441 $ 49,886 $ 32,205 Restricted cash, current portion — 290 638 193 Restricted cash, net of current portion 3,086 3,086 290 290 Total cash, cash equivalents and restricted cash $ 177,070 $ 44,817 $ 50,814 $ 32,688 |
Oxford Finance Loan Agreement (
Oxford Finance Loan Agreement (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Minimum Aggregate Future Loan Payments | The Company has the following minimum aggregate future loan payments as of December 31, 2020 Year ended December 31, 2021 $ — Year ended December 31, 2022 — Year ended December 31, 2023 16,666 Year ended December 31, 2024 20,000 Year ended December 31, 2025 3,334 Total minimum payments $ 40,000 Less unamortized debt discount (645 ) Plus accumulated accretion of final fees 196 Less current portion — Long-term debt, net of current portion $ 39,551 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment | Property and Equipment consist of the following as of December 31, 2020 and 2019 (in thousands): Estimated useful life (in years) December 31, 2020 December 31, 2019 Construction-in-process - $ 6 $ 164 Laboratory equipment 5 7,028 5,401 Computer equipment 3 1,841 1,628 Furniture and fixtures 4 897 852 Leasehold improvements * 11,657 11,607 $ 21,429 $ 19,652 Less: Accumulated depreciation (7,216 ) (4,442 ) Total property and equipment, net $ 14,213 $ 15,210 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consist of the following as of December 31, 2020 and 2019 (in thousands): December 31, 2020 December 31, 2019 External research and preclinical development $ 4,702 $ 5,395 Employee compensation and benefits 5,715 4,174 Professional fees 602 694 Facilities and other 65 383 $ 11,084 $ 10,646 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Reconciliation of Maturity Analysis of Annual Undiscounted Cash Flows | 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 December 31, 2020 (in thousands): Operating Financing Year ended December 31, 2021 $ 3,824 $ 313 Year ended December 31, 2022 3,935 313 Year ended December 31, 2023 4,049 66 Year ended December 31, 2024 4,166 — Year ended December 31, 2025 and beyond 23,543 — Total minimum lease payments 39,517 692 Less imputed interest (13,476 ) (70 ) Total lease liability $ 26,041 $ 622 |
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 December 31, 2020 (in thousands): Year Ended December 31, 2020 Lease cost: Operating lease cost $ 3,063 Financing lease cost: Amortization of right-of-use asset $ 261 Interest on lease liabilities 71 Total financing lease cost $ 332 Cash paid for amounts included in the measurement of liabilities: Operating cash flows from operating leases $ 3,122 Operating cash flows from financing lease $ 313 Other information: Year Ended December 31, 2020 Weighted-average remaining lease term (in years) - operating lease 9.09 Weighted-average discount rate - operating lease 9.30 % Weighted-average remaining lease term (in years) - financing lease 2.30 Weighted-average discount rate - financing lease 9.47 % |
Stock-Based Payments (Tables)
Stock-Based Payments (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Status of Stock Options | A summary of the status of stock options as of December 31, 2020 and December 31, 2019 and changes during the year ended December 31, 2020 is presented below: Aggregate Weighted Remaining Intrinsic Average Contractual Value Shares Exercise Price Life (in years) (in thousands) Outstanding at December 31, 2019 4,618,421 $ 9.16 7.5 $ 2,525 Granted 1,195,050 7.87 Exercised (170,723 ) 6.30 Cancelled (174,143 ) 11.12 Outstanding at December 31, 2020 5,468,605 $ 8.90 7.2 $ 13,124 Exercisable at December 31, 2020 3,311,783 $ 9.37 6.4 $ 7,043 |
Summary of Status of Restricted Stock Units | A summary of the status of restricted stock units as of December 31, 2019 and December 31, 2020 and changes during the year ended December 31, 2020 is presented below: Weighted Average Grant Shares Date Fair Value Outstanding at December 31, 2019 1,116,358 $ 6.75 Granted 859,500 8.15 Vested (109,362 ) 6.85 Forfeited (132,113 ) 7.26 Outstanding at December 31, 2020 1,734,383 $ 7.40 |
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: Year Ended December 31, 2020 2019 2018 Weighted-average risk-free interest rate 1.28 % 2.42 % 2.56 % Expected dividend yield — % — % — % Expected option term (in years) 5.99 6.00 6.04 Volatility 78.27 % 91.35 % 90.26 % |
Summary of Stock-based Compensation Expense for Stock Options and Restricted Stock Units | The following table summarizes the stock-based compensation expense for stock options, restricted stock units and restricted common stock granted to employees and non-employees and from the 2016 ESPP recorded in the Company’s statements of operations: Year Ended December 31, 2020 2019 2018 Research and development $ 4,732 $ 3,472 $ 2,412 General and administrative 6,207 6,367 4,198 Total stock-based compensation expense $ 10,939 $ 9,839 $ 6,610 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Summary of components of the income tax provision | The components of the income tax provision for the years ended December 31, 2020, 2019 and 2018 are as follows: Year Ended December 31, 2020 2019 2018 Current $ 4 $ 28 $ 24 Deferred — — — Total $ 4 $ 28 $ 24 |
Schedule of reconciliation of effective tax rate expense (benefit) for continuing operations and the statutory federal income tax rate | A reconciliation of the U.S. statutory income tax rate to the Company’s effective tax rate is as follows for the years ended December 31, 2020 2019 2018 Year ended December 31, 2020 2019 2018 Federal income tax computed at federal statutory tax rate 21.00 % 21.00 % 21.00 % State income tax, net of federal benefit 6.12 6.56 6.01 Permanent items (0.68 ) (0.89 ) (0.61 ) Federal and state research and development credits 3.89 4.79 4.79 Rate change — — — Other (0.88 ) (0.77 ) 0.01 Change in valuation allowance (29.45 ) (30.73 ) (31.24 ) Effective income tax rate — % (0.04 ) % (0.04 ) % |
Schedule of components of deferred tax assets and liabilities | The principal components of the Company’s deferred tax assets and liabilities consist of the following at December 31, 2020 and 2019 (in thousands): Year ended December 31, 2020 2019 Deferred tax assets: Federal and state net operating loss carryforwards $ 80,658 $ 68,026 Tax credit carryforwards 17,442 14,170 Intangible assets 3,219 46 Stock-based compensation 5,117 3,774 Leasehold incentive — — Deferred revenue 6,034 2,289 Capital lease 7,284 7,526 Other 1,725 1,432 Total deferred tax assets 121,479 97,263 Less valuation allowance (114,946 ) (90,198 ) Net deferred tax assets 6,533 7,065 Deferred tax liabilities: Right-of-use asset 4,215 4,557 Fixed assets 2,318 2,508 Total deferred tax liabilities 6,533 7,065 Net deferred taxes $ — $ — |
Selected Quarterly Financial _2
Selected Quarterly Financial Data (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of selected quarterly financial information | Three Months Ended March 31, 2020 June 30, 2020 September 30, 2020 December 31, 2020 Revenue $ 2,379 $ 3,188 $ 3,828 5,698 Operating expenses: Research and development 14,569 14,796 17,674 29,026 General and administrative 5,149 5,133 5,151 5,892 Total operating expenses 19,718 19,929 22,825 34,918 Loss from operations (17,339 ) (16,741 ) (18,997 ) (29,220 ) Interest income 384 32 4 6 Interest expense (271 ) (487 ) (493 ) (541 ) Change in fair value of warrant liability — — — (375 ) Net loss applicable to common stockholders $ (17,226 ) $ (17,196 ) $ (19,486 ) (30,130 ) Net loss per share applicable to common stockholders - basic and diluted $ (0.39 ) $ (0.38 ) $ (0.43 ) (0.62 ) Weighted-average number of common shares used in net loss per share applicable to common stockholders - basic and diluted 43,923,999 45,699,277 45,781,638 48,774,598 Three Months Ended March 31, 2019 June 30, 2019 September 30, 2019 December 31, 2019 Revenue $ 454 $ 462 $ 558 $ 508 Operating expenses: Research and development 12,562 15,475 15,931 14,277 General and administrative 4,865 5,195 5,016 6,402 Total operating expenses 17,427 20,670 20,947 20,679 Loss from operations (16,973 ) (20,208 ) (20,389 ) (20,171 ) Interest income 520 776 617 462 Interest expense (8 ) (23 ) (21 ) (20 ) Net loss applicable to common stockholders $ (16,461 ) $ (19,455 ) $ (19,793 ) $ (19,729 ) Net loss per share applicable to common stockholders - basic and diluted $ (0.49 ) $ (0.47 ) $ (0.47 ) $ (0.46 ) Weighted-average number of common shares used in net loss per share applicable to common stockholders - basic and diluted 33,766,333 41,673,275 42,439,338 42,885,208 |
Nature of Business - Additional
Nature of Business - Additional Information (Details) $ / shares in Units, $ in Thousands | Dec. 08, 2020USD ($)$ / sharesshares | Dec. 04, 2020USD ($) | Apr. 09, 2019USD ($)Agreement$ / sharesshares | Nov. 30, 2019USD ($)shares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)shares |
Stock Offering | |||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | |||||
Warrants to purchase common stock | shares | 2,117,094 | 2,118,094 | |||||
Transaction costs | $ 207 | ||||||
Number of underwriting agreements | Agreement | 2 | ||||||
Gross proceeds from public offerings | $ 70,000 | ||||||
Underwriting discounts and commissions and offering expenses | $ 5,000 | ||||||
Net Loss | 84,038 | $ 75,438 | $ 62,279 | ||||
Accumulated deficit | (377,021) | $ (292,983) | |||||
Cash equivalents and marketable securities | $ 174,000 | ||||||
Series A Convertible Preferred Stock | |||||||
Stock Offering | |||||||
Share price (in dollars per share) | $ / shares | $ 6.57 | ||||||
Orsenix, LLC | Asset Purchase Agreement | |||||||
Stock Offering | |||||||
Upfront fee payments | $ 12,000 | ||||||
Payments made upon achievement of regulatory milestone | 6,000 | ||||||
Payments made upon achievement of commercial milestone | $ 10,000 | ||||||
Private Placement | |||||||
Stock Offering | |||||||
Warrants to purchase common stock | shares | 2,828,125 | ||||||
Gross proceeds of private placement | $ 90,500 | ||||||
Transaction costs | $ 400 | ||||||
Public Offering | Class A Warrants | |||||||
Stock Offering | |||||||
Warrants, exercise price | $ / shares | $ 8.625 | ||||||
Warrant expiration date | Oct. 10, 2022 | ||||||
Public Offering | Common Stock Agreement | Class A Warrants | |||||||
Stock Offering | |||||||
Warrants to purchase common stock | shares | 1,951,844 | ||||||
Share price (in dollars per share) | $ / shares | $ 7.50 | ||||||
Public Offering | Preferred Stock Agreement | Series A Convertible Preferred Stock | |||||||
Stock Offering | |||||||
Shares issued | shares | 666 | ||||||
Public Offering | Preferred Stock Agreement | Class A Warrants | |||||||
Stock Offering | |||||||
Warrants to purchase common stock | shares | 166,500 | ||||||
Share price (in dollars per share) | $ / shares | $ 7,500 | ||||||
Common Stock | Private Placement | |||||||
Stock Offering | |||||||
Shares issued | shares | 10,312,500 | 144,505 | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | ||||||
Common Stock | At Market Sales Facility | |||||||
Stock Offering | |||||||
Shares issued | shares | 180,787 | ||||||
Aggregate gross proceeds | $ 900 | ||||||
Common Stock | Public Offering | Common Stock Agreement | |||||||
Stock Offering | |||||||
Shares issued | shares | 8,667,333 | ||||||
Pre-Funded Warrant | Private Placement | |||||||
Stock Offering | |||||||
Warrants to purchase common stock | shares | 1,000,000 | ||||||
Share price (in dollars per share) | $ / shares | $ 8 | ||||||
Warrants | Private Placement | |||||||
Stock Offering | |||||||
Share price (in dollars per share) | $ / shares | $ 7.99 | ||||||
Warrants | Private Placement | Maximum | |||||||
Stock Offering | |||||||
Warrants to purchase common stock | shares | 2,828,125 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020USD ($)shares | Sep. 30, 2020USD ($)shares | Jun. 30, 2020USD ($)shares | Mar. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)shares | Sep. 30, 2019USD ($)shares | Jun. 30, 2019USD ($)shares | Mar. 31, 2019USD ($)shares | Dec. 31, 2020USD ($)segmentitemshares | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($)shares | |
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Number of operating segment | segment | 1 | ||||||||||
Number of financial instruments with off-balance sheet risk | item | 0 | ||||||||||
Depreciation | $ 2,774 | $ 2,521 | $ 1,604 | ||||||||
Impairment losses | 0 | 0 | 0 | ||||||||
Revenue | $ 5,698 | $ 3,828 | $ 3,188 | $ 2,379 | $ 508 | $ 558 | $ 462 | $ 454 | $ 15,093 | $ 1,982 | $ 2,050 |
Warrant issued to purchase common stock | shares | 2,117,094 | 2,118,094 | 2,117,094 | 2,118,094 | |||||||
Weighted-average number of common shares used in net loss per share applicable to common stockholders - basic and diluted | shares | 48,774,598 | 45,781,638 | 45,699,277 | 43,923,999 | 42,885,208 | 42,439,338 | 41,673,275 | 33,766,333 | 46,051,617 | 40,222,182 | 32,656,237 |
ASU 2018-18 | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Change in accounting principle, accounting standards update, adopted | true | true | |||||||||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2020 | Jan. 1, 2020 | |||||||||
Change in accounting principle, accounting standards update, immaterial effect | true | true | |||||||||
ASU 2018-13 | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Change in accounting principle, accounting standards update, adopted | true | true | |||||||||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2020 | Jan. 1, 2020 | |||||||||
Change in accounting principle, accounting standards update, immaterial effect | true | true | |||||||||
Private Placement | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Warrant issued to purchase common stock | shares | 2,828,125 | 2,828,125 | |||||||||
Pre-Funded Warrant | Private Placement | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Warrant issued to purchase common stock | shares | 1,000,000 | 1,000,000 | |||||||||
Performance-based stock options | Executive Officers | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Compensation expense recognized period | 6 years | ||||||||||
Global Blood Therapeutics | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Revenue | $ 11,700 | ||||||||||
Incyte | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Revenue | 3,400 | $ 2,000 | $ 2,100 | ||||||||
Construction in progress | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Depreciation | $ 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Common Stock Equivalents Excluded from the Calculation of Diluted Net Loss Per Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Anti-dilutive securities | |||
Total shares excluded from diluted net loss per share applicable to common stockholders | 12,193,144 | 7,852,873 | 3,732,643 |
Stock options | |||
Anti-dilutive securities | |||
Total shares excluded from diluted net loss per share applicable to common stockholders | 5,468,605 | 4,618,421 | 3,732,643 |
Unvested Restricted Stock Units | |||
Anti-dilutive securities | |||
Total shares excluded from diluted net loss per share applicable to common stockholders | 1,734,383 | 1,116,358 | |
Warrants | |||
Anti-dilutive securities | |||
Total shares excluded from diluted net loss per share applicable to common stockholders | 4,990,156 | 2,118,094 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Common Stock Equivalents Excluded from the Calculation of Diluted Net Loss Per Share (Parenthetical) (Details) - shares | Dec. 31, 2020 | Dec. 31, 2019 |
Anti-dilutive securities | ||
Warrant issued to purchase common stock | 2,117,094 | 2,118,094 |
Private Placement | ||
Anti-dilutive securities | ||
Warrant issued to purchase common stock | 2,828,125 | |
First Draw of Loan Agreement | ||
Anti-dilutive securities | ||
Warrant issued to purchase common stock | 27,548 | |
Second Draw on Loan Agreement | ||
Anti-dilutive securities | ||
Warrant issued to purchase common stock | 17,389 |
Collaboration and Research Ar_3
Collaboration and Research Arrangements - Additional Information (Details) - USD ($) | Dec. 17, 2019 | Jan. 08, 2018 | Nov. 30, 2019 | Jan. 31, 2018 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||
Accounts receivable | $ 7,000 | $ 20,000,000 | $ 7,000 | $ 20,000,000 | |||||||||||
Contract asset balance | 2,324,000 | 158,000 | 2,324,000 | 158,000 | |||||||||||
Revenue recognized | 5,698,000 | $ 3,828,000 | $ 3,188,000 | $ 2,379,000 | 508,000 | $ 558,000 | $ 462,000 | $ 454,000 | 15,093,000 | 1,982,000 | $ 2,050,000 | ||||
Deferred revenue | 22,086,000 | 28,378,000 | 22,086,000 | 28,378,000 | |||||||||||
Deferred revenue, net of current portion | 9,877,000 | 22,639,000 | 9,877,000 | 22,639,000 | |||||||||||
Global Blood Therapeutics | |||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||
Revenue recognized | 11,700,000 | ||||||||||||||
Deferred revenue | 16,721,000 | 20,000,000 | 16,721,000 | 20,000,000 | |||||||||||
Global Blood Therapeutics | Collaboration Agreement | |||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||
Initial period of research term | 3 years | ||||||||||||||
Additional extension period for research term upon mutual agreement | 1 year | ||||||||||||||
Upfront payment receivable | $ 20,000,000 | ||||||||||||||
Reimbursements receivable of full-time employee and out-of-pocket costs and expenses | $ 40,000,000 | ||||||||||||||
Agreement termination, prior written notice if notice delivered during the research term | 9 months | ||||||||||||||
Agreement termination, prior written notice if notice delivered after the expiration or termination of the research term | 90 days | ||||||||||||||
Total transaction price | $ 60,000,000 | 60,000,000 | |||||||||||||
Upfront non-refundable and non-creditable payment | 20,000,000 | ||||||||||||||
Reimbursable costs | $ 40,000,000 | ||||||||||||||
Change in total transaction price | 0 | ||||||||||||||
Accounts receivable | 0 | 20,000,000 | 0 | 20,000,000 | |||||||||||
Contract asset balance | 2,300,000 | 0 | 2,300,000 | 0 | |||||||||||
Revenue recognized | 11,700,000 | 0 | |||||||||||||
Deferred revenue | 16,700,000 | 20,000,000 | 16,700,000 | 20,000,000 | |||||||||||
Deferred revenue, short-term | 8,400,000 | 4,500,000 | 8,400,000 | 4,500,000 | |||||||||||
Deferred revenue, net of current portion | 8,300,000 | 15,500,000 | 8,300,000 | 15,500,000 | |||||||||||
Global Blood Therapeutics | Collaboration Agreement | Maximum | |||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||
Period of extension of initial research term | 2 years | ||||||||||||||
Receivable from option exercise, development, regulatory, commercialization and sales-based milestones per product candidate and product resulting | $ 315,000,000 | ||||||||||||||
Incyte | |||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||
Revenue recognized | 3,400,000 | 2,000,000 | $ 2,100,000 | ||||||||||||
Deferred revenue | 5,365,000 | $ 8,378,000 | 5,365,000 | $ 8,378,000 | |||||||||||
Deferred revenue, short-term | 3,800,000 | 3,800,000 | |||||||||||||
Deferred revenue, net of current portion | $ 1,600,000 | $ 1,600,000 | |||||||||||||
Incyte | Stock Purchase Agreement | |||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||
Aggregate purchase price | $ 10,000,000 | ||||||||||||||
Shares issued | 793,021 | ||||||||||||||
Share price (in dollars per share) | $ 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 | ||||||||||||||
Incyte | Collaboration Agreement | |||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||
Total transaction price | $ 12,300,000 | $ 12,800,000 | |||||||||||||
Upfront non-refundable and non-creditable payment | 2,500,000 | ||||||||||||||
Up-front consideration | $ 10,000,000 | ||||||||||||||
Up-front consideration, cash | 2,500,000 | ||||||||||||||
Up-front consideration, pre-paid research funding | $ 7,500,000 | ||||||||||||||
Prepaid research amount | 7,500,000 | ||||||||||||||
Premium paid on equity investment | 2,300,000 | ||||||||||||||
Collaboration agreement additional consideration incurred | $ 500,000 |
Collaboration and Research Ar_4
Collaboration and Research Arrangements - Summary of Changes in Contract Assets and Liabilities (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Disaggregation Of Revenue [Line Items] | |
Accounts receivable and contract assets, Balance at Beginning of Period | $ 20,158 |
Accounts receivable and contract assets, Additions | 14,369 |
Accounts receivable and contract assets, Deductions | 32,196 |
Accounts receivable and contract assets, Balance at End of Period | 2,331 |
Contract liabilities, Balance at Beginning of Period | 28,378 |
Contract liabilities, Additions | 1,081 |
Contract liabilities, Deduction | 7,373 |
Contract liabilities, Balance at End of Period | 22,086 |
Incyte | |
Disaggregation Of Revenue [Line Items] | |
Contract liabilities, Balance at Beginning of Period | 8,378 |
Contract liabilities, Additions | 335 |
Contract liabilities, Deduction | 3,348 |
Contract liabilities, Balance at End of Period | 5,365 |
Global Blood Therapeutics | |
Disaggregation Of Revenue [Line Items] | |
Contract liabilities, Balance at Beginning of Period | 20,000 |
Contract liabilities, Additions | 746 |
Contract liabilities, Deduction | 4,025 |
Contract liabilities, Balance at End of Period | 16,721 |
Billed receivables from collaboration partners | |
Disaggregation Of Revenue [Line Items] | |
Accounts receivable, Balance at Beginning of Period | 20,000 |
Accounts receivable, Additions | 6,644 |
Accounts receivable, Deduction | 26,637 |
Accounts receivable, Balance at End of Period | 7 |
Unbilled receivables from collaboration partners | |
Disaggregation Of Revenue [Line Items] | |
Contract assets, Balance at Beginning of Period | 158 |
Contract assets, Additions | 7,725 |
Contract assets, Deduction | 5,559 |
Contract assets, Balance at End of Period | $ 2,324 |
Cash, Cash Equivalents and Ma_3
Cash, Cash Equivalents and Marketable Securities - Schedule of Cash Equivalents and Marketable Securities, Available-for-Sale (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Cash Equivalents and Marketable Securities | ||
Marketable Securities, Amortized Cost | $ 173,984 | $ 91,392 |
Marketable Securities, Unrealized Gains | 24 | |
Marketable Securities, Fair Value | 173,984 | 91,416 |
U.S treasury obligations | ||
Cash Equivalents and Marketable Securities | ||
Marketable Securities, Amortized Cost | 49,951 | |
Marketable Securities, Unrealized Gains | 24 | |
Marketable Securities, Fair Value | 49,975 | |
Cash and money market funds | ||
Cash Equivalents and Marketable Securities | ||
Cash Equivalents, Amortized Cost | 173,984 | 29,441 |
Cash Equivalents, Fair value | $ 173,984 | 29,441 |
Overnight repurchase agreements | ||
Cash Equivalents and Marketable Securities | ||
Cash Equivalents, Amortized Cost | 12,000 | |
Cash Equivalents, Fair value | $ 12,000 |
Cash, Cash Equivalents and Ma_4
Cash, Cash Equivalents and Marketable Securities - Additional Information (Details) | 12 Months Ended | ||
Dec. 31, 2020USD ($)item | Dec. 31, 2019USD ($)item | Dec. 31, 2018USD ($)item | |
Investments Debt And Equity Securities [Abstract] | |||
Realized gains (losses) | $ 0 | $ 0 | $ 0 |
Number of investments adjusted for other-than-temporary declines in fair value | item | 0 | 0 | 0 |
Marketable securities | $ 0 | $ 49,975,000 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Assets measured at fair value on a recurring basis: | ||
Marketable securities | $ 173,984 | $ 91,416 |
Cash and money market funds | ||
Assets measured at fair value on a recurring basis: | ||
Cash and cash equivalents | 173,984 | 29,441 |
Overnight repurchase agreements | ||
Assets measured at fair value on a recurring basis: | ||
Cash and cash equivalents | 12,000 | |
U.S treasury obligations | ||
Assets measured at fair value on a recurring basis: | ||
Marketable securities | 49,975 | |
Recurring | ||
Assets measured at fair value on a recurring basis: | ||
Total Assets | 173,984 | 91,416 |
Total Liabilities | 19,711 | |
Recurring | Cash and money market funds | ||
Assets measured at fair value on a recurring basis: | ||
Cash and cash equivalents | 173,984 | 29,441 |
Recurring | Overnight repurchase agreements | ||
Assets measured at fair value on a recurring basis: | ||
Cash and cash equivalents | 12,000 | |
Recurring | U.S treasury obligations | ||
Assets measured at fair value on a recurring basis: | ||
Marketable securities | 49,975 | |
Recurring | Warrant liability | ||
Assets measured at fair value on a recurring basis: | ||
Total Liabilities | 19,711 | |
Recurring | Level 1 | ||
Assets measured at fair value on a recurring basis: | ||
Total Assets | 173,984 | 79,416 |
Recurring | Level 1 | Cash and money market funds | ||
Assets measured at fair value on a recurring basis: | ||
Cash and cash equivalents | 173,984 | 29,441 |
Recurring | Level 1 | U.S treasury obligations | ||
Assets measured at fair value on a recurring basis: | ||
Marketable securities | 49,975 | |
Recurring | Level 2 | ||
Assets measured at fair value on a recurring basis: | ||
Total Assets | 12,000 | |
Recurring | Level 2 | Overnight repurchase agreements | ||
Assets measured at fair value on a recurring basis: | ||
Cash and cash equivalents | $ 12,000 | |
Recurring | Level 3 | ||
Assets measured at fair value on a recurring basis: | ||
Total Liabilities | 19,711 | |
Recurring | Level 3 | Warrant liability | ||
Assets measured at fair value on a recurring basis: | ||
Total Liabilities | $ 19,711 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assumptions Used to Record Fair Value of Warrants (Details) | Dec. 31, 2020 | Dec. 08, 2020 |
Risk-free interest rate | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants liability measurement input | 0.35 | 0.39 |
Expected life (in years) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants liability measurement input | 4 years 11 months 8 days | 5 years |
Expected volatility | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants liability measurement input | 82.66 | 82.08 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Changes in Level 3 Warrant Liability Measured at Fair Value on Recurring Basis (Details) - Level 3 $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Warrants issued in connection with private placement | $ 19,336 |
Change in fair value | 375 |
Warrant liability ending balance | $ 19,711 |
Restricted Cash - Additional In
Restricted Cash - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Restricted Cash | ||||
Long term restricted cash | $ 3,086 | $ 3,086 | $ 290 | $ 290 |
Restricted cash | 3,400 | |||
Restricted cash, current portion | $ 290 | $ 638 | $ 193 | |
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 - Schedule of R
Restricted Cash - Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 173,984 | $ 41,441 | $ 49,886 | $ 32,205 |
Restricted cash, current portion | 290 | 638 | 193 | |
Restricted cash, net of current portion | 3,086 | 3,086 | 290 | 290 |
Total cash, cash equivalents and restricted cash | $ 177,070 | $ 44,817 | $ 50,814 | $ 32,688 |
Oxford Finance Loan Agreement -
Oxford Finance Loan Agreement - Additional Information (Details) | Dec. 23, 2020USD ($)$ / sharesshares | Feb. 12, 2020USD ($)$ / sharesshares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019shares |
Debt Instrument [Line Items] | ||||
Warrants to purchase common stock | shares | 2,117,094 | 2,118,094 | ||
Loan Agreement | ||||
Debt Instrument [Line Items] | ||||
Term loan, aggregate principal amount | $ 60,000,000 | |||
Additional term loan advances, description | A $20.0 million term loan (first tranche) was funded on February 12, 2020, and another $20.0 million term loan (second tranche) was funded on December 23, 2020. The remaining $20.0 million is still available under the Loan Agreement, at the sole discretion of the Lender | |||
Each of available additional term loan advances | $ 20,000,000 | |||
Term loan, interest rate terms | The term loan bears interest at an annual rate equal to the greater of (i) 7.75% and (ii) the sum of 5.98% and the greater of (A) one-month LIBOR or (B) 1.77%. | |||
Term loan, interest rate | 7.75% | |||
Term loan, effective interest rate | 5.98% | |||
Term loan, variable interest rate basis | one-month LIBOR | |||
Term loan, variable interest rate basis spread | 1.77% | |||
Term loan, maturity date | Feb. 1, 2025 | |||
Term loan, final payment fee percentage | 5.00% | |||
Warrant exercisable period from date of issuance | 5 years | |||
Interest expense | $ 1,700,000 | |||
Loan Agreement | Advance Prepaid in First 12 Months | ||||
Debt Instrument [Line Items] | ||||
Term loan, prepayment fee, equal to percentage of the principal amount being prepaid | 2.00% | |||
Loan Agreement | Advance Prepaid After 12 Months But Prior to 24 Months | ||||
Debt Instrument [Line Items] | ||||
Term loan, prepayment fee, equal to percentage of the principal amount being prepaid | 1.00% | |||
Loan Agreement | Advance Prepaid After 24 Months But Prior to Maturity Date | ||||
Debt Instrument [Line Items] | ||||
Term loan, prepayment fee, equal to percentage of the principal amount being prepaid | 0.50% | |||
Loan Agreement | First Loan Tranche | ||||
Debt Instrument [Line Items] | ||||
Term loan | $ 20,000,000 | |||
Term Loan, facilities fee | $ 100,000 | |||
Warrants to purchase common stock | shares | 27,548 | |||
Warrant exercise price of common stock per share | $ / shares | $ 7.26 | |||
Fair value of warrants | $ 100,000 | |||
Loan Agreement | First Loan Tranche | Expected volatility | Weighted Average | ||||
Debt Instrument [Line Items] | ||||
Fair value of weighted average volatility | 75.43 | |||
Loan Agreement | First Loan Tranche | Expected life (in years) | Weighted Average | ||||
Debt Instrument [Line Items] | ||||
Fair value of weighted expected term | 5 years | |||
Loan Agreement | Second Loan Tranche | ||||
Debt Instrument [Line Items] | ||||
Term loan | $ 20,000,000 | |||
Term Loan, facilities fee | $ 75,000 | |||
Warrants to purchase common stock | shares | 17,389 | |||
Warrant exercise price of common stock per share | $ / shares | $ 11.50 | |||
Fair value of warrants | $ 200,000 | |||
Loan Agreement | Second Loan Tranche | Expected volatility | Weighted Average | ||||
Debt Instrument [Line Items] | ||||
Fair value of weighted average volatility | 82.41 | |||
Loan Agreement | Second Loan Tranche | Expected life (in years) | Weighted Average | ||||
Debt Instrument [Line Items] | ||||
Fair value of weighted expected term | 5 years | |||
Loan Agreement | Third Loan Tranche | ||||
Debt Instrument [Line Items] | ||||
Term loan, facilities fee | $ 50,000 |
Oxford Finance Loan Agreement_2
Oxford Finance Loan Agreement - Schedule of Minimum Aggregate Future Loan Payments (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Debt Disclosure [Abstract] | |
Year ended December 31, 2023 | $ 16,666 |
Year ended December 31, 2024 | 20,000 |
Year ended December 31, 2025 | 3,334 |
Total minimum payments | 40,000 |
Less unamortized debt discount | (645) |
Plus accumulated accretion of final fees | 196 |
Long-term debt, net of current portion | $ 39,551 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Equipment and Impairment of Long-Lived Assets | ||
Property and equipment | $ 21,429 | $ 19,652 |
Less: Accumulated depreciation | (7,216) | (4,442) |
Total property and equipment, net | 14,213 | 15,210 |
Construction in progress | ||
Property, Equipment and Impairment of Long-Lived Assets | ||
Property and equipment | 6 | 164 |
Laboratory equipment | ||
Property, Equipment and Impairment of Long-Lived Assets | ||
Property and equipment | $ 7,028 | 5,401 |
Estimated useful life | 5 years | |
Computer equipment | ||
Property, Equipment and Impairment of Long-Lived Assets | ||
Property and equipment | $ 1,841 | 1,628 |
Estimated useful life | 3 years | |
Furniture and fixtures | ||
Property, Equipment and Impairment of Long-Lived Assets | ||
Property and equipment | $ 897 | 852 |
Estimated useful life | 4 years | |
Leasehold improvements | ||
Property, Equipment and Impairment of Long-Lived Assets | ||
Property and equipment | $ 11,657 | $ 11,607 |
Estimated useful life | 9 years 3 months 18 days | 10 years 3 months 18 days |
Property and Equipment - Sche_2
Property and Equipment - Schedule of Property and Equipment (Parenthetical) (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Leasehold improvements | ||
Property, Equipment and Impairment of Long-Lived Assets | ||
Estimated useful life | 9 years 3 months 18 days | 10 years 3 months 18 days |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property Plant And Equipment [Abstract] | |||
Depreciation | $ 2,774 | $ 2,521 | $ 1,604 |
Accrued Expenses (Detail)
Accrued Expenses (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Accrued Liabilities Current [Abstract] | ||
External research and preclinical development | $ 4,702 | $ 5,395 |
Employee compensation and benefits | 5,715 | 4,174 |
Professional fees | 602 | 694 |
Facilities and other | 65 | 383 |
Total accrued expenses | $ 11,084 | $ 10,646 |
Commitments and Contingencies -
Commitments and Contingencies - Operating Leases - Additional Information (Details) $ in Thousands | Jan. 08, 2019ft² | Mar. 31, 2015ft² | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Nov. 30, 2019USD ($) | Jan. 01, 2019USD ($) |
Lessee Lease Description [Line Items] | ||||||
Operating lease, right-of-use asset | $ 14,831 | $ 15,821 | ||||
Operating lease liability | $ 26,041 | |||||
Loss from continuing operations | 100 | |||||
Operating lease termination | As of December 31, 2019, the 2015 Lease had terminated and all obligations relating the 2015 Lease were satisfied in full with no remaining balances as of that date. | |||||
Operating lease liability, short term | $ 1,463 | 1,037 | ||||
Operating lease liability, long-term | $ 24,578 | 24,018 | ||||
Accounting Standards Update 2016-02 | ||||||
Lessee Lease Description [Line Items] | ||||||
Operating lease, right-of-use asset | 15,800 | $ 200 | $ 1,500 | |||
Operating lease liability | $ 200 | $ 2,200 | ||||
Operating lease liability, long-term | 15,800 | |||||
Net of tenant allowances expected to be received | $ 9,300 | |||||
Lease operating, discounted borrowing rate | 9.30% | |||||
Lease practical expedient | true | |||||
Operating Lease, March 2015 | ||||||
Lessee Lease Description [Line Items] | ||||||
Area of office and laboratory space leased | ft² | 21,488 | |||||
Operating Lease, January 2019 | ||||||
Lessee Lease Description [Line Items] | ||||||
Area of office and laboratory space leased | ft² | 52,859 | |||||
Term of option to extend the lease | 10 years | |||||
Letter of credit outstanding | $ 3,100 | |||||
Operating Lease, January 2019 | Accounting Standards Update 2016-02 | ||||||
Lessee Lease Description [Line Items] | ||||||
Operating lease liability, short term | 1,400 | $ 1,000 | ||||
Operating lease liability, long-term | $ 24,600 | $ 24,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Financing Lease - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 |
Leases Operating [Abstract] | |||
Equipment lease term | 48 months | ||
Financing lease right-of-use asset | $ 597 | $ 858 | $ 1,000 |
Financing lease liability | $ 622 | $ 1,000 |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Reconciliation of Maturity Analysis of Annual Undiscounted Cash Flows (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Mar. 31, 2019 |
Commitments And Contingencies Disclosure [Abstract] | ||
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 | 4,166 | |
Operating Lease, Year ended December 31, 2025 and beyond | 23,543 | |
Operating Lease, Total minimum lease payments | 39,517 | |
Operating Lease, Less imputed interest | (13,476) | |
Operating lease liability | 26,041 | |
Financing Lease, Year ended December 31, 2021 | 313 | |
Financing Lease, Year ended December 31, 2022 | 313 | |
Financing Lease, Year ended December 31, 2023 | 66 | |
Financing Lease, Total minimum lease payments | 692 | |
Financing Lease, Less imputed interest | (70) | |
Financing lease liability | $ 622 | $ 1,000 |
Commitments and Contingencies_4
Commitments and Contingencies - Schedule of Total Lease Cost for Operating and Financing Leases as well as Weighted Average Information for Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Lease cost: | ||
Operating lease cost | $ 3,063 | |
Financing lease cost: | ||
Amortization of right-of-use asset | 261 | $ 201 |
Interest on lease liabilities | 71 | |
Total financing lease cost | 332 | |
Cash paid for amounts included in the measurement of liabilities: | ||
Operating cash flows from operating leases | 3,122 | |
Operating cash flows from financing lease | $ 313 | |
Other information: | ||
Weighted-average remaining lease term (in years) - operating lease | 9 years 1 month 2 days | |
Weighted-average discount rate - operating lease | 9.30% | |
Weighted-average remaining lease term (in years) - financing lease | 2 years 3 months 18 days | |
Weighted-average discount rate - financing lease | 9.47% |
Commitments and Contingencies_5
Commitments and Contingencies - Asset Purchase Agreement (Details) - Orsenix, LLC - Asset Purchase Agreement $ in Millions | Dec. 04, 2020USD ($) |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |
Upfront fee payments | $ 12 |
Payments made upon achievement of regulatory milestone | 6 |
Payments made upon achievement of commercial milestone | $ 10 |
Commitments and Contingencies_6
Commitments and Contingencies - License Agreement (Details) - TMRC - USD ($) | 1 Months Ended | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2020 | Dec. 31, 2019 | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||
Up-front license fee | $ 1,000,000 | |||
Payment of up-front license fee | 500,000 | |||
Payments per indication due upon the successful achievement of clinical and regulatory milestones | $ 13,000,000 | |||
Payments made upon achievement of development milestone | $ 1,000,000 | |||
Fees incurred under supply management agreement | $ 900,000 | |||
Payments made under the supply management agreement | $ 0 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) $ / shares in Units, $ in Thousands | Dec. 08, 2020USD ($)$ / sharesshares | Apr. 09, 2019USD ($)Agreement$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2018shares | Dec. 31, 2019shares | Nov. 30, 2019shares |
Class Of Stock [Line Items] | ||||||
Warrants to purchase common stock | 2,117,094 | 2,118,094 | ||||
Transaction costs | $ | $ 207 | |||||
Remeasured fair value of warrants | $ | 19,711 | |||||
Change in fair value of warrant liability | $ | $ 375 | |||||
Number of underwriting agreements | Agreement | 2 | |||||
Aggregate gross proceeds from public offerings | $ | $ 70,000 | |||||
Underwriting discounts and commissions and estimated offering expenses payable | $ | $ 5,000 | |||||
Preferred stock, shares outstanding | 0 | 0 | ||||
Series A Convertible Preferred Stock | ||||||
Class Of Stock [Line Items] | ||||||
Share price (in dollars per share) | $ / shares | $ 6.57 | |||||
Preferred stock, shares outstanding | 0 | 666 | ||||
Convertible preferred stock beneficial conversion feature | $ | $ 600 | |||||
2019 Warrants | ||||||
Class Of Stock [Line Items] | ||||||
Warrants to purchase common stock | 2,118,344 | |||||
Warrant exercise price of common stock per share | $ / shares | $ 8.625 | |||||
Warrants expiration date | Oct. 10, 2022 | |||||
Maximum ownership percentage to total number stock issued and outstanding holder is prohibited from conversion | 4.99% | |||||
Notice period for change in owning percentage | 61 days | |||||
Warrants outstanding and remain unexercised | 2,117,094 | |||||
Fair value of warrants | $ | $ 9,000 | |||||
Weighted Average | 2019 Warrants | Expected volatility | ||||||
Class Of Stock [Line Items] | ||||||
Fair value of weighted average volatility | 86.06% | |||||
Weighted Average | 2019 Warrants | Dividend yield | ||||||
Class Of Stock [Line Items] | ||||||
Fair value of weighted expected term | 3 years 6 months | |||||
Private Placement | ||||||
Class Of Stock [Line Items] | ||||||
Warrants to purchase common stock | 2,828,125 | |||||
Gross proceeds of private placement | $ | $ 90,500 | |||||
Transaction costs | $ | 400 | |||||
Initial fair value of warrants at issuance | $ | $ 19,300 | |||||
Remeasured fair value of warrants | $ | $ 19,700 | |||||
Change in fair value of warrant liability | $ | $ 400 | |||||
Public Offering | Common Stock Agreement | 2019 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 | Preferred Stock Agreement | Series A Convertible Preferred Stock | ||||||
Class Of Stock [Line Items] | ||||||
Shares issued | 666 | |||||
Public Offering | Preferred Stock Agreement | 2019 Warrants | ||||||
Class Of Stock [Line Items] | ||||||
Warrants to purchase common stock | 166,500 | |||||
Share price (in dollars per share) | $ / shares | $ 7,500 | |||||
Common Stock | Series A Convertible Preferred Stock | ||||||
Class Of Stock [Line Items] | ||||||
Conversion of series A stock into common stock | 666,000 | |||||
Common Stock | Private Placement | ||||||
Class Of Stock [Line Items] | ||||||
Shares issued | 10,312,500 | 144,505 | ||||
Common Stock | Public Offering | Common Stock Agreement | ||||||
Class Of Stock [Line Items] | ||||||
Shares issued | 8,667,333 | |||||
Pre-Funded Warrant | Private Placement | ||||||
Class Of Stock [Line Items] | ||||||
Warrants to purchase common stock | 1,000,000 | |||||
Share price (in dollars per share) | $ / shares | $ 8 | |||||
Warrants | Private Placement | ||||||
Class Of Stock [Line Items] | ||||||
Share price (in dollars per share) | $ / shares | $ 7.99 | |||||
Warrants | Private Placement | Maximum | ||||||
Class Of Stock [Line Items] | ||||||
Warrants to purchase common stock | 2,828,125 |
Stock-Based Payments - 2016 Sto
Stock-Based Payments - 2016 Stock Incentive Plan (Details) - 2016 Plan - shares | Jan. 01, 2020 | Dec. 31, 2020 |
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) | 1,600,000 | |
Common stock available for future issuance (in shares) | 1,976,944 | |
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, 2020 | Jul. 06, 2016 | Dec. 31, 2020 |
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) | 433,678 | ||
Common stock available for future issuance (in shares) | 1,769,156 |
Stock-Based Payments - Stock Op
Stock-Based Payments - Stock Options (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Unrecognized compensation costs | $ 10,600,000 | ||
Period in which compensation costs will be recognized | 2 years 5 months 8 days | ||
Granted and outstanding (in shares) | 1,195,050 | ||
Intrinsic value of options exercised | $ 800,000 | $ 200,000 | $ 1,400,000 |
Cash received from option exercises | 1,100,000 | 200,000 | $ 600,000 |
Performance-based stock options | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Additional stock-based compensation expense recorded related to achievement of certain performance-based milestones | 400,000 | $ 400,000 | |
Unrecognized compensation costs | 0 | ||
Performance-based stock options | Advisor | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Unrecognized compensation costs | $ 300,000 | ||
Period in which compensation costs will be recognized | 5 years 8 months 12 days | ||
Granted and outstanding (in shares) | 75,000 |
Stock-Based Payments - Summary
Stock-Based Payments - Summary of Status of Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Outstanding at beginning of year (in shares) | 4,618,421 | |
Granted (in shares) | 1,195,050 | |
Exercised (in shares) | (170,723) | |
Cancelled (in shares) | (174,143) | |
Outstanding at end of period (in shares) | 5,468,605 | 4,618,421 |
Exercisable (in shares) | 3,311,783 | |
Outstanding at beginning of year (in dollars per share) | $ 9.16 | |
Granted (in dollars per share) | 7.87 | |
Exercised (in dollars per share) | 6.30 | |
Cancelled (in dollars per share) | 11.12 | |
Outstanding at end of period (in dollars per share) | 8.90 | $ 9.16 |
Exercisable (in dollars per share) | $ 9.37 | |
Remaining Contractual Life, Outstanding | 7 years 2 months 12 days | 7 years 6 months |
Remaining Contractual Life, Exercisable | 6 years 4 months 24 days | |
Aggregate Intrinsic Value, Outstanding | $ 13,124 | $ 2,525 |
Aggregate Intrinsic Value, Options Exercisable | $ 7,043 |
Stock-Based Payments - Restrict
Stock-Based Payments - Restricted Stock Units Stock (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unrecognized compensation costs | $ 10.6 |
Period in which compensation costs will be recognized | 2 years 5 months 8 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 | $ 8.5 |
Period in which compensation costs will be recognized | 2 years 4 months 13 days |
Restricted Stock Units | Executive Officers | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Vesting period | 3 years |
Stock-Based Payments - Summar_2
Stock-Based Payments - Summary of Status of Restricted Stock Units (Details) - Restricted Stock Units | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Outstanding at beginning of year (in shares) | shares | 1,116,358 |
Granted (in shares) | shares | 859,500 |
Vested (in shares) | shares | (109,362) |
Forfeited (in shares) | shares | (132,113) |
Outstanding at end of period (in shares) | shares | 1,734,383 |
Weighted Average Grant Date Fair Value, Outstanding at beginning of year (in dollars per share) | $ / shares | $ 6.75 |
Weighted Average Grant Date Fair Value, Granted (in dollars per share) | $ / shares | 8.15 |
Weighted Average Grant Date Fair Value, Vested (in dollars per share) | $ / shares | 6.85 |
Weighted Average Grant Date Fair Value, Forfeited (in dollars per share) | $ / shares | 7.26 |
Weighted Average Grant Date Fair Value, Outstanding at end of period (in dollars per share) | $ / shares | $ 7.40 |
Stock-Based Payments - Schedule
Stock-Based Payments - Schedule of Weighted-Average Assumptions used in Black-Scholes Option-Pricing Model (Details) - Stock Option | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Weighted-average risk-free interest rate | 1.28% | 2.42% | 2.56% |
Expected option term (in years) | 5 years 11 months 26 days | 6 years | 6 years 14 days |
Volatility | 78.27% | 91.35% | 90.26% |
Stock-Based Payments - Weighted
Stock-Based Payments - Weighted-Average Assumptions to Estimate Fair Value of Stock Options (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Stock Option | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Weighted-average grant date fair value of options granted (in dollars per share) | $ 5.30 | $ 5.05 | $ 7.80 |
Stock-Based Payments - Summar_3
Stock-Based Payments - Summary of Stock-based Compensation Expense for Stock Options and Restricted Stock Units (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $ 10,939 | $ 9,839 | $ 6,610 |
Research and development | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 4,732 | 3,472 | 2,412 |
General and administrative | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $ 6,207 | $ 6,367 | $ 4,198 |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Provision (Benefit) - (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Current | $ 4 | $ 28 | $ 24 |
Total | $ 4 | $ 28 | $ 24 |
Income Taxes - Reconciliation -
Income Taxes - Reconciliation - (Details) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Federal income tax computed at federal statutory tax rate | 21.00% | 21.00% | 21.00% |
State income tax, net of federal benefit | 6.12% | 6.56% | 6.01% |
Permanent items | (0.68%) | (0.89%) | (0.61%) |
Federal and state research and development credits | 3.89% | 4.79% | 4.79% |
Other | (0.88%) | (0.77%) | 0.01% |
Change in valuation allowance | (29.45%) | (30.73%) | (31.24%) |
Effective income tax rate | (0.04%) | (0.04%) |
Income Taxes - Deferred tax ass
Income Taxes - Deferred tax assets and liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Federal and state net operating loss carryforwards | $ 80,658 | $ 68,026 |
Tax credit carryforwards | 17,442 | 14,170 |
Intangible assets | 3,219 | 46 |
Stock-based compensation | 5,117 | 3,774 |
Deferred revenue | 6,034 | 2,289 |
Capital lease | 7,284 | 7,526 |
Other | 1,725 | 1,432 |
Total deferred tax assets | 121,479 | 97,263 |
Less valuation allowance | (114,946) | (90,198) |
Net deferred tax assets | 6,533 | 7,065 |
Deferred tax liabilities: | ||
Right-of-use asset | 4,215 | 4,557 |
Fixed assets | 2,318 | 2,508 |
Total deferred tax liabilities | $ 6,533 | $ 7,065 |
Income Taxes - Valuation Allowa
Income Taxes - Valuation Allowance (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Increase in valuation allowance | $ 24.7 | $ 23.2 |
Income Taxes - NOL carryforward
Income Taxes - NOL carryforwards (Details) $ in Millions | Dec. 31, 2020USD ($) |
Indefinite Carryforward Period | |
Operating Loss Carryforwards [Line Items] | |
NOL carryforwards | $ 158.7 |
Expire at Various Dates Through 2037 | |
Operating Loss Carryforwards [Line Items] | |
NOL carryforwards | 135.7 |
Federal | |
Operating Loss Carryforwards [Line Items] | |
NOL carryforwards | 294.4 |
Tax credits | 14.9 |
State | |
Operating Loss Carryforwards [Line Items] | |
NOL carryforwards | 298 |
Tax credits | $ 3.2 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Unrecognized tax benefits | $ 0 | $ 0 |
Accrued interest related to unrecognized tax benefits | 0 | 0 |
Accrued penalties related to unrecognized tax benefits | $ 0 | $ 0 |
Defined Contribution Plan - (De
Defined Contribution Plan - (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Employer match (as a percent) | 100.00% | ||
Plan Compensation (as a percent) for 100% | 1.00% | ||
Employer match (as a percent) | 50.00% | ||
Contribution made by the company | $ 0.5 | $ 0.5 | $ 0.4 |
Minimum | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Plan Compensation (as a percent) for 50% | 1.00% | ||
Maximum | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Plan Compensation (as a percent) for 50% | 6.00% |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 22, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 19, 2021 |
Subsequent Event [Line Items] | |||||
Gross proceeds from common stock | $ 11,896 | $ 824 | $ 16,538 | ||
Subsequent Event | Underwritten Public Offering | |||||
Subsequent Event [Line Items] | |||||
Shares issued | 5,400,000 | ||||
Public offering price per share | $ 14 | $ 14 | |||
Gross proceeds from common stock | $ 75,600 | ||||
Underwriting discounts and commissions and other transaction expenses | $ 4,800 | ||||
Underwriters purchase price per share | $ 13.16 |
Selected Quarterly Financial _3
Selected Quarterly Financial Data (unaudited) - (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenue | $ 5,698 | $ 3,828 | $ 3,188 | $ 2,379 | $ 508 | $ 558 | $ 462 | $ 454 | $ 15,093 | $ 1,982 | $ 2,050 |
Operating expenses: | |||||||||||
Research and development | 29,026 | 17,674 | 14,796 | 14,569 | 14,277 | 15,931 | 15,475 | 12,562 | 76,065 | 58,245 | 50,182 |
General and administrative | 5,892 | 5,151 | 5,133 | 5,149 | 6,402 | 5,016 | 5,195 | 4,865 | 21,325 | 21,478 | 16,164 |
Total operating expenses | 34,918 | 22,825 | 19,929 | 19,718 | 20,679 | 20,947 | 20,670 | 17,427 | 97,390 | 79,723 | 66,346 |
Loss from operations | (29,220) | (18,997) | (16,741) | (17,339) | (20,171) | (20,389) | (20,208) | (16,973) | (82,297) | (77,741) | (64,296) |
Interest income | 6 | 4 | 32 | 384 | 462 | 617 | 776 | 520 | 426 | 2,375 | 2,018 |
Interest expense | (541) | (493) | (487) | (271) | (20) | (21) | (23) | (8) | (1,792) | (72) | (1) |
Change in fair value of warrant liability | (375) | (375) | |||||||||
Net loss applicable to common stockholders | $ (30,130) | $ (19,486) | $ (17,196) | $ (17,226) | $ (19,729) | $ (19,793) | $ (19,455) | $ (16,461) | $ (84,038) | $ (75,438) | $ (62,279) |
Net loss per share applicable to common stockholders - basic and diluted | $ (0.62) | $ (0.43) | $ (0.38) | $ (0.39) | $ (0.46) | $ (0.47) | $ (0.47) | $ (0.49) | $ (1.82) | $ (1.88) | $ (1.91) |
Weighted-average number of common shares used in net loss per share applicable to common stockholders - basic and diluted | 48,774,598 | 45,781,638 | 45,699,277 | 43,923,999 | 42,885,208 | 42,439,338 | 41,673,275 | 33,766,333 | 46,051,617 | 40,222,182 | 32,656,237 |