Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Dec. 09, 2019 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | Galera Therapeutics, Inc. | |
Entity Central Index Key | 0001563577 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Title of 12(b) Security | Common Stock, $0.001 par value per share | |
Trading Symbol | GRTX | |
Security Exchange Name | NASDAQ | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 24,807,789 | |
Entity File Number | 001-39114 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 46-1454898 | |
Entity Address, Address Line One | 2 W Liberty Blvd #100 | |
Entity Address, City or Town | Malvern | |
Entity Address, State or Province | PA | |
Entity Address, Postal Zip Code | 19355 | |
City Area Code | 610 | |
Local Phone Number | 725-1500 | |
Document Quarterly Report | true | |
Document Transition Report | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 15,719 | $ 14,811 |
Short-term investments | 52,226 | 66,706 |
Tax incentive receivable | 870 | |
Prepaid expenses and other current assets | 4,197 | 1,465 |
Total current assets | 72,142 | 83,852 |
Property and equipment, net | 970 | 568 |
Acquired intangible asset | 2,258 | 2,258 |
Goodwill | 881 | 881 |
Deferred offering costs | 2,103 | |
Right-of-use lease asset | 876 | |
Other assets | 528 | 497 |
Total assets | 79,758 | 88,056 |
Current liabilities: | ||
Accounts payable | 5,218 | 3,867 |
Accrued expenses | 3,574 | 2,577 |
Lease liability | 291 | |
Total current liabilities | 9,083 | 6,444 |
Royalty purchase liability | 42,313 | 20,220 |
Deferred rent | 12 | |
Lease liability, net of current portion | 604 | |
Deferred tax liability | 298 | 298 |
Total liabilities | 52,298 | 26,974 |
Redeemable convertible preferred stock, $0.001 par value: 96,385,795 shares authorized, issued and outstanding at September 30, 2019 and December 31, 2018, respectively (liquidation value of $174,746 at September 30, 2019) | 172,080 | |
Stockholders’ deficit: | ||
Preferred stock, $0.001 par value: 10,000,000 shares authorized; no shares issued and outstanding. | ||
Accumulated other comprehensive income | 55 | 3 |
Accumulated deficit | (144,675) | (104,823) |
Total stockholders’ deficit | (144,620) | (104,820) |
Total liabilities, redeemable convertible preferred stock and stockholders’ deficit | 79,758 | 88,056 |
Redeemable Convertible Preferred Stock | ||
Current liabilities: | ||
Redeemable convertible preferred stock, $0.001 par value: 96,385,795 shares authorized, issued and outstanding at September 30, 2019 and December 31, 2018, respectively (liquidation value of $174,746 at September 30, 2019) | $ 172,080 | $ 165,902 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Statement Of Financial Position [Abstract] | ||
Redeemable convertible preferred stock, par value | $ 0.001 | $ 0.001 |
Redeemable convertible preferred stock, shares authorized (shares) | 96,385,795 | 96,385,795 |
Redeemable convertible preferred stock, shares issued (shares) | 96,385,795 | 96,385,795 |
Redeemable convertible preferred stock, shares outstanding (shares) | 96,385,795 | 96,385,795 |
Redeemable convertible preferred stock, liquidation preference | $ 174,746 | |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (shares) | 0 | 0 |
Preferred stock, shares outstanding (shares) | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized (shares) | 200,000,000 | 200,000,000 |
Common stock, shares issued (shares) | 300,597 | 300,597 |
Common stock, shares outstanding (shares) | 300,597 | 300,597 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Operating expenses: | ||||
Research and development | $ 11,040 | $ 4,162 | $ 29,057 | $ 11,551 |
General and administrative | 1,816 | 1,245 | 5,466 | 3,846 |
Loss from operations | (12,856) | (5,407) | (34,523) | (15,397) |
Other income (expenses): | ||||
Interest income | 426 | 117 | 1,397 | 170 |
Interest expense | (918) | (2,094) | ||
Foreign currency loss | (3) | (11) | (38) | (27) |
Loss before income tax benefit | (13,351) | (5,301) | (35,258) | (15,254) |
Income tax benefit | 52 | 141 | ||
Net loss | (13,351) | (5,249) | (35,258) | (15,113) |
Accretion of redeemable convertible preferred stock to redemption value | (2,108) | (1,468) | (6,178) | (3,879) |
Net loss attributable to common stockholders | $ (15,459) | $ (6,717) | $ (41,436) | $ (18,992) |
Net loss per share of common stock, basic and diluted | $ (51.43) | $ (22.35) | $ (137.85) | $ (63.18) |
Weighted-average shares of common stock outstanding, basic and diluted | 300,597 | 300,597 | 300,597 | 300,597 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net loss | $ (13,351) | $ (5,249) | $ (35,258) | $ (15,113) |
Unrealized gain on short-term investments | (26) | 52 | 3 | |
Comprehensive loss | $ (13,377) | $ (5,249) | $ (35,206) | $ (15,110) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT - USD ($) $ in Thousands | Total | Redeemable Convertible Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive (Loss) Income | Accumulated Deficit |
Balance at Dec. 31, 2017 | $ (76,105) | $ (3) | $ (76,102) | |||
Balance (in shares) at Dec. 31, 2017 | 64,689,359 | |||||
Balance at Dec. 31, 2017 | $ 90,148 | |||||
Balance (in shares) at Dec. 31, 2017 | 300,597 | |||||
Share-based compensation expense | 208 | $ 208 | ||||
Accretion of redeemable convertible preferred stock to redemption value | (1,205) | $ 1,205 | (208) | (997) | ||
Unrealized gain on short-term investments | 3 | 3 | ||||
Net loss | (5,533) | (5,533) | ||||
Balance at Mar. 31, 2018 | (82,632) | (82,632) | ||||
Balance (in shares) at Mar. 31, 2018 | 64,689,359 | |||||
Balance at Mar. 31, 2018 | $ 91,353 | |||||
Balance (in shares) at Mar. 31, 2018 | 300,597 | |||||
Balance at Dec. 31, 2017 | (76,105) | (3) | (76,102) | |||
Balance (in shares) at Dec. 31, 2017 | 64,689,359 | |||||
Balance at Dec. 31, 2017 | $ 90,148 | |||||
Balance (in shares) at Dec. 31, 2017 | 300,597 | |||||
Unrealized gain on short-term investments | 3 | |||||
Net loss | (15,113) | |||||
Balance at Sep. 30, 2018 | (94,440) | (94,440) | ||||
Balance (in shares) at Sep. 30, 2018 | 96,385,795 | |||||
Balance at Sep. 30, 2018 | $ 163,877 | |||||
Balance (in shares) at Sep. 30, 2018 | 300,597 | |||||
Balance at Mar. 31, 2018 | (82,632) | (82,632) | ||||
Balance (in shares) at Mar. 31, 2018 | 64,689,359 | |||||
Balance at Mar. 31, 2018 | $ 91,353 | |||||
Balance (in shares) at Mar. 31, 2018 | 300,597 | |||||
Share-based compensation expense | 226 | 226 | ||||
Accretion of redeemable convertible preferred stock to redemption value | (1,206) | $ 1,206 | (226) | (980) | ||
Net loss | (4,331) | (4,331) | ||||
Balance at Jun. 30, 2018 | (87,943) | (87,943) | ||||
Balance (in shares) at Jun. 30, 2018 | 64,689,359 | |||||
Balance at Jun. 30, 2018 | $ 92,559 | |||||
Balance (in shares) at Jun. 30, 2018 | 300,597 | |||||
Sale of Series C redeemable convertible preferred stock, net of issuance costs | $ 69,850 | |||||
Sale of Series C redeemable convertible preferred stock,net of issuance costs, shares | 31,696,436 | |||||
Share-based compensation expense | 220 | 220 | ||||
Accretion of redeemable convertible preferred stock to redemption value | (1,468) | $ 1,468 | (220) | (1,248) | ||
Net loss | (5,249) | (5,249) | ||||
Balance at Sep. 30, 2018 | (94,440) | (94,440) | ||||
Balance (in shares) at Sep. 30, 2018 | 96,385,795 | |||||
Balance at Sep. 30, 2018 | $ 163,877 | |||||
Balance (in shares) at Sep. 30, 2018 | 300,597 | |||||
Balance at Dec. 31, 2018 | $ (104,820) | 3 | (104,823) | |||
Balance (in shares) at Dec. 31, 2018 | 96,385,795 | 96,385,795 | ||||
Balance at Dec. 31, 2018 | $ 165,902 | |||||
Balance (in shares) at Dec. 31, 2018 | 300,597 | 300,597 | ||||
Share-based compensation expense | $ 499 | 499 | ||||
Accretion of redeemable convertible preferred stock to redemption value | (2,011) | $ 2,011 | (499) | (1,512) | ||
Unrealized gain on short-term investments | 10 | 10 | ||||
Net loss | (9,901) | (9,901) | ||||
Balance at Mar. 31, 2019 | (116,223) | 13 | (116,236) | |||
Balance (in shares) at Mar. 31, 2019 | 96,385,795 | |||||
Balance at Mar. 31, 2019 | $ 167,913 | |||||
Balance (in shares) at Mar. 31, 2019 | 300,597 | |||||
Balance at Dec. 31, 2018 | $ (104,820) | 3 | (104,823) | |||
Balance (in shares) at Dec. 31, 2018 | 96,385,795 | 96,385,795 | ||||
Balance at Dec. 31, 2018 | $ 165,902 | |||||
Balance (in shares) at Dec. 31, 2018 | 300,597 | 300,597 | ||||
Unrealized gain on short-term investments | $ 52 | |||||
Net loss | (35,258) | |||||
Balance at Sep. 30, 2019 | $ (144,620) | 55 | (144,675) | |||
Balance (in shares) at Sep. 30, 2019 | 96,385,795 | 96,385,795 | ||||
Balance at Sep. 30, 2019 | $ 172,080 | $ 172,080 | ||||
Balance (in shares) at Sep. 30, 2019 | 300,597 | 300,597 | ||||
Balance at Mar. 31, 2019 | $ (116,223) | 13 | (116,236) | |||
Balance (in shares) at Mar. 31, 2019 | 96,385,795 | |||||
Balance at Mar. 31, 2019 | $ 167,913 | |||||
Balance (in shares) at Mar. 31, 2019 | 300,597 | |||||
Share-based compensation expense | 565 | 565 | ||||
Accretion of redeemable convertible preferred stock to redemption value | (2,060) | $ 2,060 | (565) | (1,495) | ||
Unrealized gain on short-term investments | 68 | 68 | ||||
Net loss | (12,006) | (12,006) | ||||
Balance at Jun. 30, 2019 | (129,656) | 81 | (129,737) | |||
Balance (in shares) at Jun. 30, 2019 | 96,385,795 | |||||
Balance at Jun. 30, 2019 | $ 169,973 | |||||
Balance (in shares) at Jun. 30, 2019 | 300,597 | |||||
Share-based compensation expense | 520 | 520 | ||||
Accretion of redeemable convertible preferred stock to redemption value | (2,107) | $ 2,107 | $ (520) | (1,587) | ||
Unrealized gain on short-term investments | (26) | (26) | ||||
Net loss | (13,351) | (13,351) | ||||
Balance at Sep. 30, 2019 | $ (144,620) | $ 55 | $ (144,675) | |||
Balance (in shares) at Sep. 30, 2019 | 96,385,795 | 96,385,795 | ||||
Balance at Sep. 30, 2019 | $ 172,080 | $ 172,080 | ||||
Balance (in shares) at Sep. 30, 2019 | 300,597 | 300,597 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | 11 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | |
Operating activities: | |||
Net loss | $ (35,258) | $ (15,113) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation | 188 | 86 | |
Noncash interest expense | 2,094 | ||
Share-based compensation expense | 1,584 | 654 | |
Reserve for tax incentive receivable | 241 | ||
Deferred tax liability | (141) | ||
Deferred rent | 7 | (1) | |
Changes in operating assets and liabilities: | |||
Tax incentive receivable | 629 | (149) | |
Prepaid expenses and other current assets | (2,732) | (168) | |
Other assets | (31) | (255) | |
Accounts payable | 1,131 | (308) | |
Accrued expense | 762 | (153) | |
Cash used in operating activities | (31,385) | (15,548) | |
Investing activities: | |||
Purchases of short-term investments | (63,468) | (16,406) | |
Proceeds from sales of short-term investments | 78,000 | 9,000 | |
Purchase of property and equipment | (567) | (48) | |
Cash provided by (used in) investing activities | 13,965 | (7,454) | |
Financing activities: | |||
Proceeds from royalty purchase agreement | 20,000 | $ 40,000 | |
Proceeds from the sale of Series C redeemable convertible preferred stock, net of issuance costs | 69,850 | ||
Payment of deferred offering costs | (1,672) | ||
Cash provided by financing activities | 18,328 | 69,850 | |
Net increase in cash and cash equivalents | 908 | 46,848 | |
Cash and cash equivalents at beginning of period | 14,811 | 6,169 | |
Cash and cash equivalents at end of period | 15,719 | 53,017 | $ 15,719 |
Supplemental schedule of non-cash financing activities: | |||
Accretion of redeemable convertible preferred stock to redemption value | 6,178 | 3,879 | |
Deferred offering costs included in accounts payable and accrued expenses | 431 | ||
Purchase of property and equipment included in accounts payable and accrued expenses | 24 | $ 268 | |
Initial recognition of operating lease right-of-use asset and operating lease liability | $ 1,084 |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Sep. 30, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Description of Business | 1. Organization and description of business Galera Therapeutics, Inc. was incorporated as a Delaware corporation on November 19, 2012 (inception) and together with its subsidiaries, (the Company, or Galera) is a clinical stage biopharmaceutical company focused on developing and commercializing a pipeline of novel, proprietary therapeutics that have the potential to transform radiotherapy in cancer. The Company’s lead product candidate, GC4419, is a potent and highly selective small molecule dismutase mimetic being developed for the reduction of severe oral mucositis (SOM). In February 2018, the U.S. Food and Drug Administration (FDA) granted Breakthrough Therapy Designation to GC4419 for the reduction of the duration, incidence and severity of SOM induced by radiotherapy with or without systemic therapy. The Company is currently evaluating GC4419 in a Phase 3 registrational trial. In addition to developing GC4419 for the reduction of normal tissue toxicity from radiotherapy, the Company is developing its dismutase mimetics to increase the anti-cancer efficacy of higher daily doses of radiotherapy, including stereotactic body radiation therapy (SBRT). The Company’s second dismutase mimetic product candidate, GC4711, is being developed to increase the anti-cancer efficacy of SBRT and has successfully completed a Phase 1 trial of intravenous GC4711 in healthy volunteers. The Company plans to leverage its observations from the GC4419 SBRT pilot Phase 1b/2a trial in locally advanced pancreatic cancer (LAPC) to prepare a GC4711 SBRT combination Phase 1b/2a trial in non-small cell lung cancer (NSCLC). Reverse Stock Split The Company effected a one-for-5.056564 reverse stock split of its common stock on October 25, 2019. The reverse stock split combined each approximately five shares of the Company’s issued and outstanding common stock into one share of common stock and correspondingly adjusted the conversion price of its redeemable convertible preferred stock. No fractional shares were issued in connection with the reverse stock split. Any fractional share resulting from the reverse stock split was rounded down to the nearest whole share, and in lieu of any fractional shares, the Company will pay in cash to the holders of such fractional shares an amount equal to the fair value, as determined by the board of directors, of such fractional shares. All common stock, per share and related information presented in the unaudited interim consolidated financial statements and accompanying notes have been retroactively adjusted to reflect the reverse stock split. Liquidity The Company has incurred recurring losses and negative cash flows from operations since inception and has an accumulated deficit of $144.7 million as of September 30, 2019. The Company anticipates incurring additional losses until such time, if ever, that it can generate significant sales of its product candidates currently in development. On November 12, 2019, the Company completed an initial public offering (IPO) of its common stock, which resulted in the issuance and sale of 5,000,000 shares of its common stock at a public offering price of $12.00 per share, generating net proceeds of $53.1 million after deducting underwriting discounts and other offering costs. |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | 2. Basis of presentation and significant accounting policies The summary of significant accounting policies disclosed in the Company’s annual consolidated financial statements for the years ended December 31, 2018 and 2017 included in the Company’s final prospectus dated November 6, 2019 and filed with the Securities and Exchange Commission (SEC) on November 8, 2019 pursuant to Rule 424(b)(4) have not materially changed, except as set forth below. Basis of presentation and consolidation The accompanying unaudited interim consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (U.S. GAAP) for interim financial information. Any reference in these notes to applicable guidance is meant to refer to U.S. GAAP as found in the Accounting Standards Codification (ASC) and Accounting Standards Updates (ASU) of the Financial Accounting Standards Board (FASB). In the opinion of management, the accompanying interim consolidated financial statements include all normal and recurring adjustments (which consist primarily of accruals, estimates and assumptions that impact the financial statements) considered necessary to present fairly the Company’s financial position as of September 30, 2019 and its results of operations for the three and nine months ended September 30, 2019 and 2018, and statement of changes in redeemable convertible preferred stock and stockholder’s deficit and cash flows for the nine months ended September 30, 2019 and 2018. Operating results for the three and nine months ended September 30, 2019, respectively, are not necessarily indicative of the results that may be expected for the year ending December 31, 2019, or for any future period. The interim consolidated financial statements, presented herein, do not contain the required disclosures under U.S. GAAP for annual financial statements. Therefore, these interim consolidated financial statements should be read in conjunction with the annual audited consolidated financial statements and related notes as of and for the year ended December 31, 2018, included in the Company’s final prospectus for its IPO dated as of November 6, 2019 and filed with the SEC on November 8, 2019 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended. Use of estimates The preparation of unaudited interim consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the unaudited interim consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Estimates and assumptions are periodically reviewed and the effects of revisions are reflected in the unaudited interim consolidated financial statements in the period they are determined to be necessary. Significant areas that require management’s estimates include the fair value of common stock, share-based compensation assumptions, and accrued clinical trial expense. Fair value of financial instruments Management believes that the carrying amounts of the Company’s financial instruments, including accounts payable and accrued expenses, approximate fair value due to the short-term nature of those instruments. Short-term investments are recorded at their estimated fair value. The royalty purchase liability is accounted for as debt and interest is accreted over the expected repayment period which approximates fair value. Short-term investments Short-term investments consist of debt securities with a maturity of greater than three months when acquired. The Company classifies its short-term investments at the time of purchase as available-for-sale securities. Available-for-sale securities are carried at fair value. Unrealized gains and losses on available-for-sale securities are reported in accumulated other comprehensive income (loss), a component of stockholders’ deficit, until realized. Short-term investments at September 30, 2019 and December 31, 2018 consisted of U.S. Treasury obligations with fair values of $52.2 million and $66.7 million, respectively, and unrealized gains of $52,000 and $3,000 during the nine months ended September 30, 2019 and 2018, respectively. Tax incentive receivable The Company’s wholly owned subsidiary, Galera Therapeutics Australia Pty Ltd (Galera Australia), is eligible to participate in an Australian research and development tax incentive program under which the Company may receive a cash refund from the Australian Taxation Office for a percentage of the research and development costs expended by Galera Australia in Australia. The cash refund is available to companies with an annual aggregate revenue of less than $20.0 million (Australian) during the reimbursable period. The Company’s estimate of the amount of cash refund it expects to receive is included in tax incentive receivable in the accompanying consolidated balance sheets and such amounts are recorded as reduction of research and development expense in the statements of operations. Since November 2018, the Company has received $40.0 million in proceeds from its royalty purchase agreement (Note 6). Proceeds from the royalty purchase agreement are recognized as revenue for income tax reporting purposes in the United States. While the Company believes proceeds from its royalty purchase agreement do not represent recurring revenue streams, the Company has recorded a reserve against the tax incentive receivable in its entirety, recognizing that the Australian tax authorities might take a different position. As of September 30, 2019, the Company had a tax incentive receivable and corresponding reserve of $0.6 million. The Company has requested a private ruling from the Australian Taxation Office regarding its eligibility to participate in the research and development program. Should such eligibility be confirmed, the related tax credit would result in a reduction to the Company’s future research and development expenses. Property and equipment Property and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives ranging from three to five years. Leasehold improvements are amortized over the shorter of their economic lives or the remaining lease term. The costs of maintenance and repairs are expensed as incurred. Improvements and betterments that add new functionality or extend the useful life of the asset are capitalized. Impairment of long-lived assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, then an impairment charge is recognized for the amount by which the carrying value of the asset exceeds the estimated fair value of the asset. As of September 30, 2019, the Company believes that no revision of the remaining useful lives or write-down of long-lived assets is required. Goodwill and acquired intangible asset In November 2012, the Company completed a Series A redeemable convertible preferred stock (Series A) financing with venture capital investors and simultaneously acquired Galera Therapeutics, LLC (LLC), a limited liability company incorporated in Missouri in 2009. LLC was renamed Galera Labs, LLC in January 2013 and operates as a wholly-owned subsidiary of the Company. The Company applied the purchase method of accounting under which the consideration given to the LLC members and noteholders was allocated to the fair value of the net assets assumed from the LLC at the date of the acquisition. The sole intangible asset acquired represented the fair value of in-process research and development (IPR&D) which has been recorded on the accompanying consolidated balance sheet as an indefinite life intangible asset. A deferred tax liability was recorded for the difference between the fair value of the acquired IPR&D and its tax basis of zero which was recognized as goodwill in applying the purchase method of accounting. Intangible assets related to IPR&D are considered indefinite-lived intangible assets and, along with goodwill, are not amortized, but are assessed for impairment annually or more frequently if impairment indicators exist. For those compounds that reach commercialization, the IPR&D assets will be amortized over their estimated useful lives. If the associated research and development effort related to IPR&D is abandoned, the related assets will be written-off and the Company will record a noncash impairment loss on its consolidated statements of operations. For the nine months ended September 30, 2019 and 2018, the Company determined that there was no impairment to goodwill or IPR&D. Leases At lease commencement, the Company records a lease liability based on the present value of lease payments over the expected lease term including any options to extend the lease that the Company is reasonably certain to exercise. The Company calculates the present value of lease payments using an incremental borrowing rate as the Company’s leases do not provide an implicit interest rate. The Company’s incremental borrowing rate for a lease is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. At the lease commencement date, the Company records a corresponding right-of-use lease asset based on the lease liability, adjusted for any lease incentives received and any initial direct costs paid to the lessor prior to the lease commencement date. The Company may enter into leases with an initial term of 12 months or less (Short-Term Leases). For Short-Term Leases, the Company records the rent expense on a straight-line basis and does not record the leases on the interim unaudited balance sheet. The Company had no Short-Term Leases as of September 30, 2019 or December 31, 2018. After lease commencement, the Company measures its leases as follows: (i) the lease liability based on the present value of the remaining lease payments using the discount rate determined at lease commencement, and (ii) the right-of-use lease asset based on the remeasured lease liability, adjusted for any unamortized lease incentives received, any unamortized initial direct costs and the cumulative difference between rent expense and amounts paid under the lease agreement. Any lease incentives received and any initial direct costs are amortized on a straight-line basis over the expected lease term. Rent expense is recorded on a straight-line basis over the expected lease term. Research and development expenses Research and development costs are expensed as incurred and consist primarily of funds paid to third parties for the provision of services for product candidate development, clinical and preclinical development and related supply and manufacturing costs, and regulatory compliance costs. The Company accrues and expenses preclinical studies and clinical trial activities performed by third parties based upon estimates of the proportion of work completed over the term of the individual trial and patient enrollment rates in accordance with agreements with clinical research organizations and clinical trial sites. The Company determines the estimates by reviewing contracts, vendor agreements and purchase orders, and through discussions with internal clinical personnel and external service providers as to the progress or stage of completion of trials or services and the agreed-upon fee to be paid for such services. However, actual costs and timing of clinical trials are highly uncertain, subject to risks and may change depending upon a number of factors, including the Company’s clinical development plan. Management makes estimates of the Company’s accrued expenses as of each balance sheet date in the Company’s consolidated financial statements based on facts and circumstances known to the Company at that time. If the actual timing of the performance of services or the level of effort varies from the estimate, the Company will adjust the accrual accordingly. Nonrefundable advance payments for goods and services, including fees for process development or manufacturing and distribution of clinical supplies that will be used in future research and development activities, are deferred and recognized as expense in the period that the related goods are consumed or services are performed. Share-based compensation The Company measures share-based awards at their grant-date fair value and records compensation expense on a straight-line basis over the vesting period of the awards. Estimating the fair value of share-based awards requires the input of subjective assumptions, including the estimated fair value of the Company’s common stock, and, for stock options, the expected life of the options and stock price volatility. The Company accounts for forfeitures of stock option awards as they occur. The Company uses the Black-Scholes option pricing model to value its stock option awards. The assumptions used in estimating the fair value of share-based awards represent management’s estimate and involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and management uses different assumptions, share-based compensation expense could be materially different for future awards. The expected life of the stock options is estimated using the “simplified method,” as the Company has no historical information from which to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior for its stock option grants. The simplified method is the midpoint between the vesting period and the contractual term of the option. For stock price volatility, the Company uses comparable public companies as a basis for its expected volatility to calculate the fair value of option grants. The risk-free rate is based on the U.S. Treasury yield curve commensurate with the expected life of the option. Income taxes The Company uses the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss and credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The Company recognizes the benefit of an uncertain tax position that it has taken or expects to take on its income tax return if such a position is more likely than not to be sustained. Accretion of redeemable convertible preferred stock The Company’s redeemable convertible preferred stock is classified as temporary equity in the accompanying consolidated balance sheets. The carrying values of the redeemable convertible preferred stock are being accreted to their respective redemption values by accruing dividends and issuance costs, using the effective interest method, from the date of issuance to the earliest date the holders can demand redemption. The redemption value is accreted through a charge to additional paid-in-capital, if available, or to accumulated deficit. Net loss per share Basic loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during each period. Diluted loss per share of common stock includes the effect, if any, from the potential exercise or conversion of securities, such as redeemable convertible preferred stock and stock options, which would result in the issuance of incremental shares of common stock. For diluted net loss per share, the weighted-average number of shares of common stock is the same for basic net loss per share due to the fact that when a net loss exists, dilutive securities are not included in the calculation as the impact is anti-dilutive. The following potentially dilutive securities have been excluded from the computation of diluted weighted-average shares of common stock outstanding, as they would be anti-dilutive: September 30, 2019 2018 Stock options 3,099,089 2,071,616 Redeemable convertible preferred stock 19,061,502 19,061,502 22,160,591 21,133,118 Amounts in the above table reflect the common stock equivalents for the redeemable convertible preferred stock. Recent accounting pronouncements In February 2016, the FASB issued ASU 2016-02, Leases In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments (Topic 230) In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. Fair value measurements The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: • Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. • Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. • Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis (amounts in thousands): September 30, 2019 (Level 1) (Level 2) (Level 3) Assets Money market funds and U.S. Treasury obligations (included in cash equivalents) $ 13,844 $ — $ — Short-term investments $ 52,226 $ — $ — December 31, 2018 (Level 1) (Level 2) (Level 3) Assets Money market funds and U.S. Treasury obligations (included in cash equivalents) $ 13,770 $ — $ — Short-term investments $ 66,706 $ — $ — There were no changes in valuation techniques during the three or nine months ended September 30, 2019. The Company’s short-term investment instruments are classified using Level 1 inputs within the fair value hierarchy because they are valued using quoted market prices, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2019 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | 4. Property and equipment Property and equipment consist of (amounts in thousands): September 30, 2019 December 31, 2018 Laboratory equipment $ 741 $ 507 Computer hardware and software 217 109 Leasehold improvements 243 — Furniture and fixtures 132 159 Property and equipment, gross 1,333 775 Less: Accumulated depreciation (363 ) (207 ) Property and equipment, net $ 970 $ 568 Depreciation expense was $0.2 million and $0.1 million for the nine months ended September 30, 2019 and 2018, respectively. |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2019 | |
Payables And Accruals [Abstract] | |
Accrued Expenses | 5. Accrued expenses Accrued expenses consist of (amounts in thousands): September 30, 2019 December 31, 2018 Compensation and related benefits $ 806 $ 776 Research and development expenses 2,318 1,665 Professional fees 450 136 $ 3,574 $ 2,577 |
Royalty Purchase Liability
Royalty Purchase Liability | 9 Months Ended |
Sep. 30, 2019 | |
Royalty Purchase Liability [Abstract] | |
Royalty Purchase Liability | 6. Royalty purchase liability In November 2018, the Company entered into an Amended and Restated Purchase and Sale Agreement (Royalty Agreement), with Clarus IV Galera Royalty AIV, L.P., Clarus IV-A, L.P., Clarus IV-B, L.P., Clarus IV-C, L.P. and Clarus IV-D, L.P. (collectively, Clarus). Pursuant to the Royalty Agreement, Clarus agreed to pay up to $80.0 million (the Royalty Purchase Price) in four tranches of $20.0 million each upon the achievement of specific Phase 3 clinical trial patient enrollment milestones. The Company received the first tranche of the Royalty Purchase Price in November 2018. In April 2019, the Company received $20.0 million in connection with the achievement of the second milestone under the Royalty Agreement. The Company accounts for the Royalty Agreement as a debt instrument. The $40.0 million proceeds from the first and second tranche under the Royalty Agreement have been recorded as a liability on the Company’s consolidated balance sheets. Interest expense is imputed based on the estimated royalty repayment period described below which results in a corresponding increase in the liability balance. The Company recognized $2.1 million in noncash interest expense during the nine months ended September 30, 2019. As of September 30, 2019, the effective interest rate was 8.7%. Clarus is entitled to a mid single-digit percentage royalty based on the worldwide net sales of the GC4419 and GC4711 (the Products). The royalty period will continue until the earlier of (i) the 12th anniversary of commercial launch of the Products, (ii) the expiration of the patents covering such Products, and (iii) the expiration of regulatory data protection or market exclusivity or similar regulatory protection afforded by the health authorities in such country, to the extent such protection or exclusivity effectively prevents generic versions of such Products from entering the market in such country. If Clarus fails to fund the remaining $40.0 million Royalty Purchase Price within two days of the conditions to the payment of such tranche having been satisfied, the Company may terminate its obligation to accept such tranche and any additional remaining tranches. In such an event, the Company’s royalty obligations to Clarus shall be reduced to a low single-digit percentage. The Royalty Agreement will remain in effect until the aggregate amount of the royalty payments paid to Clarus exceeds a fixed single-digit multiple of the actual amount of the Royalty Purchase Price received by the Company, unless earlier terminated pursuant to the mutual written agreement of the Company and Clarus. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Leases | 7. Leases The Company has non-cancelable operating leases for office and laboratory space in Malvern, Pennsylvania and St. Louis, Missouri which, as of September 30, 2019, have remaining lease terms of approximately 3.4 and 1.3 years, respectively. The Company adopted ASC 842 on January 1, 2019 resulting in the recognition of a current operating lease liability of $0.3 million and a noncurrent operating lease liability of $0.8 million with a corresponding $1.1 million right-of-use (ROU) asset, which is based on the present value of the minimum rental payments of the lease. The discount rate used to account for the Company’s operating lease under ASC 842 is the Company’s estimated incremental borrowing rate of 5.3%. Rent expense related to the Company’s operating leases was approximately $0.3 million during each of the nine months ended September 30, 2019 and 2018. Future minimum rental payments under the Company’s non-cancelable operating leases were as follows as of September 30, 2019 (amounts in thousands): Remainder of 2019 $ 84 2020 332 2021 264 2022 262 2023 45 Total 987 Less: imputed interest (75 ) $ 912 Future minimum lease payments under non-cancelable operating leases as of December 31, 2018 were as follows (amounts in thousands): 2019 $ 440 2020 460 2021 392 2022 391 2023 65 $ 1,748 |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 9 Months Ended |
Sep. 30, 2019 | |
Temporary Equity [Abstract] | |
Redeemable Convertible Preferred Stock | 8. Redeemable convertible preferred stock As of September 30, 2019, the authorized, issued and outstanding shares of redeemable convertible preferred stock and their principal terms were as disclosed below (in thousands except share amounts). All of the preferred shares were converted in common stock at the time of the IPO. Shares Authorized Shares Issued and Outstanding Carrying Value Liquidation Value Series A 22,280,087 22,280,087 $ 29,652 $ 30,298 Series B 29,682,000 29,682,000 45,264 46,001 Series B-1 3,636,363 3,636,363 5,988 6,107 Series B-2 9,090,909 9,090,909 17,274 17,586 Series C 31,696,436 31,696,436 73,902 74,754 96,385,795 96,385,795 $ 172,080 $ 174,746 |
Share-based Compensation
Share-based Compensation | 9 Months Ended |
Sep. 30, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-based Compensation | 9. Share-based compensation In November 2012, the Company adopted the Equity Incentive Plan (the Prior Plan). The total number of shares authorized under the Prior Plan as of September 30. 2019 was 3,589,163. Of this amount, 490,074 shares were available for future grants as of September 30, 2019. Eligible participants include employees, directors and consultants. The Prior Plan permits the granting of incentive stock options, non-statutory stock options, stock awards and stock purchase rights. The terms of the agreements are determined by the Company’s board of directors. The Company’s awards vest based on the terms in the agreements and generally vest over 4 years and have a term of 10 years. Share-based compensation expense was as follows for the three and nine months ended September 30, 2019 and 2018 (amounts in thousands): Three months ended September 30, Nine months ended September 30, 2019 2018 2019 2018 Research and development $ 274 $ 111 $ 787 $ 328 General and administrative 246 109 797 326 $ 520 $ 220 $ 1,584 $ 654 The following table summarizes the activity related to stock option grants for the nine months ended September 30, 2019: Shares Weighted average exercise price per share Weighted- average remaining contractual life (years) Outstanding at January 1, 2019 2,071,616 $ 2.17 Granted 1,146,367 7.45 Forfeited (118,894 ) 5.36 Outstanding at September 30, 2019 3,099,089 $ 4.00 7.1 Vested and exercisable at September 30, 2019 1,906,827 $ 2.42 6.0 Vested and expected to vest at September 30, 2019 3,099,089 $ 4.00 7.1 As of September 30, 2019, the unrecognized compensation cost was $5.6 million and will be recognized over an estimated weighted-average amortization period of 3.1 years. The aggregate intrinsic value of options outstanding and options exercisable as of September 30, 2019 was $17.4 million and $13.7 million, respectively. Options granted during the nine months ended September 30, 2019 and 2018 had weighted-average grant-date fair values of $5.61 and $3.48 per share, respectively. The fair value of options is estimated using the Black-Scholes option pricing model, which takes into account inputs such as the exercise price, the estimated fair value of the underlying common stock at the grant date, expected term, expected stock price volatility, risk-free interest rate and dividend yield. The fair value of stock options during the nine months ended September 30, 2019 and 2018 was determined using the methods and assumptions discussed below. • The expected term of employee stock options with service-based vesting is determined using the “simplified” method, as prescribed in SEC’s Staff Accounting Bulletin (SAB) No. 107, whereby the expected life equals the arithmetic average of the vesting term and the original contractual term of the option due to the Company’s lack of sufficient historical data. The expected term of nonemployee options is equal to the contractual term. • The expected stock price volatility is based on historical volatilities of comparable public entities within the Company’s industry which were commensurate with the expected term assumption as described in SAB No. 107. • The risk-free interest rate is based on the interest rate payable on U.S. Treasury securities in effect at the time of grant for a period that is commensurate with the expected term. • The expected dividend yield is 0% because the Company has not historically paid, and does not expect for the foreseeable future to pay, a dividend on its common stock. • As the Company’s common stock was not publicly traded prior to the IPO, its board of directors has periodically estimated the fair value of the Company’s common stock considering, among other things, contemporaneous valuations of its common stock prepared by an unrelated third-party valuation firm in accordance with the guidance provided by the American Institute of Certified Public Accountants 2013 Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. The grant date fair value of each option grant was estimated throughout the year using the Black-Scholes option-pricing model using the following weighted-average assumptions: Nine months ended September 30, 2019 2018 Expected term (in years) 6.2 7.8 Expected stock price volatility 90.0 % 88.0 % Risk-free interest rate 2.51 % 2.79 % Expected dividend yield 0 % 0 % Fair value of common stock $ 7.45 $ 4.38 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 10. Related party transactions IntellectMap provides advisory services to the Company. The chief executive officer of IntellectMap is the brother of the Company’s chief executive officer. Fees incurred by us with respect to IntellectMap during the nine months ended September 30, 2019 and 2018 were $0.2 million and $0.2 million, respectively. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 11. Subsequent events On November 12, 2019, the Company completed the IPO, which resulted in the issuance and sale of 5,000,000 shares of its common stock at a public offering price of $12.00 per share, generating net proceeds of $53.1 million after deducting underwriting discounts and other offering costs. On December 9, 2019, in connection with the partial exercise of the over-allotment option granted to the underwriters of the Company's IPO, 445,690 additional shares of common stock were sold at the IPO price of $12.00 per share, generating net proceeds of approximately $5.0 million after deducting underwriting discounts and other offering costs. Upon the closing of the IPO, all outstanding shares of the Company’s Series A, Series B and Series C convertible preferred stock were automatically converted into 19,061,502 shares of the Company’s common stock. In addition, upon the closing of the IPO, the Company’s amended and restated certificate of incorporation authorized the Company to issue up to 200,000,000 shares of common stock, $0.001 par value per share, and 10,000,000 shares of preferred stock, $0.001 par value per share, all of which shares of preferred stock will be undesignated. In November 2019, the Company’s board of directors adopted and the Company’s stockholders approved the Galera Therapeutics, Inc. 2019 Incentive Award Plan (the 2019 Plan), which became effective upon the effectiveness of the registration statement on Form S-1 for the IPO. Upon effectiveness of the 2019 Plan, the Company ceased granting new awards under the Prior Plan. The 2019 Plan provides for the grant of incentive stock options, nonstatutory stock options, restricted stock awards, restricted stock units, stock appreciation rights and other stock-based awards. The number of shares of common stock initially available for issuance under the 2019 Plan is 1,948,970 shares of common stock plus the number of shares subject to awards outstanding under the Prior Plan that expire, terminate or are otherwise surrendered, cancelled, forfeited or repurchased by the Company on or after the effective date of the 2019 Plan. In addition, the number of shares of common stock available for issuance under the 2019 Plan is subject to an annual increase on the first day of each calendar year beginning on January 1, 2020 and ending on and including January 1, 2029 equal to the lesser of (i) 4% of the Company’s outstanding shares of common stock on the final day of the immediately preceding calendar year, and (ii) such smaller number of shares of common stock as determined by the Company’s board of directors, provided that not more than 14,130,029 shares of common stock may be issued under the 2019 Plan upon the exercise of incentive stock options. In November 2019, the Company’s board of directors adopted and the Company’s stockholders approved the Galera Therapeutics, Inc. 2019 Employee Stock Purchase Plan (the ESPP). The ESPP allows employees to buy Company stock through after-tax payroll deductions at a discount from market value. The number of shares of common stock initially available for issuance under the ESPP is 243,621 shares of common stock plus an annual increase on the first day of each calendar year beginning on January 1, 2020 and ending on and including January 1, 2029 equal to the lesser of (i) 1% of the Company’s outstanding shares of common stock on the final day of the immediately preceding calendar year and (ii) such smaller number of shares of common stock as determined by the Company’s board of directors, provided that not more than 3,288,886 shares of common stock may be issued under the ESPP. |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Liquidity | Liquidity The Company has incurred recurring losses and negative cash flows from operations since inception and has an accumulated deficit of $144.7 million as of September 30, 2019. The Company anticipates incurring additional losses until such time, if ever, that it can generate significant sales of its product candidates currently in development. On November 12, 2019, the Company completed an initial public offering (IPO) of its common stock, which resulted in the issuance and sale of 5,000,000 shares of its common stock at a public offering price of $12.00 per share, generating net proceeds of $53.1 million after deducting underwriting discounts and other offering costs. |
Basis of Presentation and Consolidation | Basis of presentation and consolidation The accompanying unaudited interim consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (U.S. GAAP) for interim financial information. Any reference in these notes to applicable guidance is meant to refer to U.S. GAAP as found in the Accounting Standards Codification (ASC) and Accounting Standards Updates (ASU) of the Financial Accounting Standards Board (FASB). In the opinion of management, the accompanying interim consolidated financial statements include all normal and recurring adjustments (which consist primarily of accruals, estimates and assumptions that impact the financial statements) considered necessary to present fairly the Company’s financial position as of September 30, 2019 and its results of operations for the three and nine months ended September 30, 2019 and 2018, and statement of changes in redeemable convertible preferred stock and stockholder’s deficit and cash flows for the nine months ended September 30, 2019 and 2018. Operating results for the three and nine months ended September 30, 2019, respectively, are not necessarily indicative of the results that may be expected for the year ending December 31, 2019, or for any future period. The interim consolidated financial statements, presented herein, do not contain the required disclosures under U.S. GAAP for annual financial statements. Therefore, these interim consolidated financial statements should be read in conjunction with the annual audited consolidated financial statements and related notes as of and for the year ended December 31, 2018, included in the Company’s final prospectus for its IPO dated as of November 6, 2019 and filed with the SEC on November 8, 2019 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended. |
Use of Estimates | Use of estimates The preparation of unaudited interim consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the unaudited interim consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Estimates and assumptions are periodically reviewed and the effects of revisions are reflected in the unaudited interim consolidated financial statements in the period they are determined to be necessary. Significant areas that require management’s estimates include the fair value of common stock, share-based compensation assumptions, and accrued clinical trial expense. |
Fair Value of Financial Instruments | Fair value of financial instruments Management believes that the carrying amounts of the Company’s financial instruments, including accounts payable and accrued expenses, approximate fair value due to the short-term nature of those instruments. Short-term investments are recorded at their estimated fair value. The royalty purchase liability is accounted for as debt and interest is accreted over the expected repayment period which approximates fair value. |
Short-Term Investments | Short-term investments Short-term investments consist of debt securities with a maturity of greater than three months when acquired. The Company classifies its short-term investments at the time of purchase as available-for-sale securities. Available-for-sale securities are carried at fair value. Unrealized gains and losses on available-for-sale securities are reported in accumulated other comprehensive income (loss), a component of stockholders’ deficit, until realized. Short-term investments at September 30, 2019 and December 31, 2018 consisted of U.S. Treasury obligations with fair values of $52.2 million and $66.7 million, respectively, and unrealized gains of $52,000 and $3,000 during the nine months ended September 30, 2019 and 2018, respectively. |
Tax Incentive Receivable | Tax incentive receivable The Company’s wholly owned subsidiary, Galera Therapeutics Australia Pty Ltd (Galera Australia), is eligible to participate in an Australian research and development tax incentive program under which the Company may receive a cash refund from the Australian Taxation Office for a percentage of the research and development costs expended by Galera Australia in Australia. The cash refund is available to companies with an annual aggregate revenue of less than $20.0 million (Australian) during the reimbursable period. The Company’s estimate of the amount of cash refund it expects to receive is included in tax incentive receivable in the accompanying consolidated balance sheets and such amounts are recorded as reduction of research and development expense in the statements of operations. Since November 2018, the Company has received $40.0 million in proceeds from its royalty purchase agreement (Note 6). Proceeds from the royalty purchase agreement are recognized as revenue for income tax reporting purposes in the United States. While the Company believes proceeds from its royalty purchase agreement do not represent recurring revenue streams, the Company has recorded a reserve against the tax incentive receivable in its entirety, recognizing that the Australian tax authorities might take a different position. As of September 30, 2019, the Company had a tax incentive receivable and corresponding reserve of $0.6 million. The Company has requested a private ruling from the Australian Taxation Office regarding its eligibility to participate in the research and development program. Should such eligibility be confirmed, the related tax credit would result in a reduction to the Company’s future research and development expenses. |
Property and Equipment | Property and equipment Property and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives ranging from three to five years. Leasehold improvements are amortized over the shorter of their economic lives or the remaining lease term. The costs of maintenance and repairs are expensed as incurred. Improvements and betterments that add new functionality or extend the useful life of the asset are capitalized. |
Impairment of Long-Lived Assets | Impairment of long-lived assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, then an impairment charge is recognized for the amount by which the carrying value of the asset exceeds the estimated fair value of the asset. As of September 30, 2019, the Company believes that no revision of the remaining useful lives or write-down of long-lived assets is required. |
Goodwill and Acquired Intangible Asset | Goodwill and acquired intangible asset In November 2012, the Company completed a Series A redeemable convertible preferred stock (Series A) financing with venture capital investors and simultaneously acquired Galera Therapeutics, LLC (LLC), a limited liability company incorporated in Missouri in 2009. LLC was renamed Galera Labs, LLC in January 2013 and operates as a wholly-owned subsidiary of the Company. The Company applied the purchase method of accounting under which the consideration given to the LLC members and noteholders was allocated to the fair value of the net assets assumed from the LLC at the date of the acquisition. The sole intangible asset acquired represented the fair value of in-process research and development (IPR&D) which has been recorded on the accompanying consolidated balance sheet as an indefinite life intangible asset. A deferred tax liability was recorded for the difference between the fair value of the acquired IPR&D and its tax basis of zero which was recognized as goodwill in applying the purchase method of accounting. Intangible assets related to IPR&D are considered indefinite-lived intangible assets and, along with goodwill, are not amortized, but are assessed for impairment annually or more frequently if impairment indicators exist. For those compounds that reach commercialization, the IPR&D assets will be amortized over their estimated useful lives. If the associated research and development effort related to IPR&D is abandoned, the related assets will be written-off and the Company will record a noncash impairment loss on its consolidated statements of operations. For the nine months ended September 30, 2019 and 2018, the Company determined that there was no impairment to goodwill or IPR&D. |
Leases | Leases At lease commencement, the Company records a lease liability based on the present value of lease payments over the expected lease term including any options to extend the lease that the Company is reasonably certain to exercise. The Company calculates the present value of lease payments using an incremental borrowing rate as the Company’s leases do not provide an implicit interest rate. The Company’s incremental borrowing rate for a lease is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. At the lease commencement date, the Company records a corresponding right-of-use lease asset based on the lease liability, adjusted for any lease incentives received and any initial direct costs paid to the lessor prior to the lease commencement date. The Company may enter into leases with an initial term of 12 months or less (Short-Term Leases). For Short-Term Leases, the Company records the rent expense on a straight-line basis and does not record the leases on the interim unaudited balance sheet. The Company had no Short-Term Leases as of September 30, 2019 or December 31, 2018. After lease commencement, the Company measures its leases as follows: (i) the lease liability based on the present value of the remaining lease payments using the discount rate determined at lease commencement, and (ii) the right-of-use lease asset based on the remeasured lease liability, adjusted for any unamortized lease incentives received, any unamortized initial direct costs and the cumulative difference between rent expense and amounts paid under the lease agreement. Any lease incentives received and any initial direct costs are amortized on a straight-line basis over the expected lease term. Rent expense is recorded on a straight-line basis over the expected lease term. |
Research and Development Expenses | Research and development expenses Research and development costs are expensed as incurred and consist primarily of funds paid to third parties for the provision of services for product candidate development, clinical and preclinical development and related supply and manufacturing costs, and regulatory compliance costs. The Company accrues and expenses preclinical studies and clinical trial activities performed by third parties based upon estimates of the proportion of work completed over the term of the individual trial and patient enrollment rates in accordance with agreements with clinical research organizations and clinical trial sites. The Company determines the estimates by reviewing contracts, vendor agreements and purchase orders, and through discussions with internal clinical personnel and external service providers as to the progress or stage of completion of trials or services and the agreed-upon fee to be paid for such services. However, actual costs and timing of clinical trials are highly uncertain, subject to risks and may change depending upon a number of factors, including the Company’s clinical development plan. Management makes estimates of the Company’s accrued expenses as of each balance sheet date in the Company’s consolidated financial statements based on facts and circumstances known to the Company at that time. If the actual timing of the performance of services or the level of effort varies from the estimate, the Company will adjust the accrual accordingly. Nonrefundable advance payments for goods and services, including fees for process development or manufacturing and distribution of clinical supplies that will be used in future research and development activities, are deferred and recognized as expense in the period that the related goods are consumed or services are performed. |
Share-Based Compensation | Share-based compensation The Company measures share-based awards at their grant-date fair value and records compensation expense on a straight-line basis over the vesting period of the awards. Estimating the fair value of share-based awards requires the input of subjective assumptions, including the estimated fair value of the Company’s common stock, and, for stock options, the expected life of the options and stock price volatility. The Company accounts for forfeitures of stock option awards as they occur. The Company uses the Black-Scholes option pricing model to value its stock option awards. The assumptions used in estimating the fair value of share-based awards represent management’s estimate and involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and management uses different assumptions, share-based compensation expense could be materially different for future awards. The expected life of the stock options is estimated using the “simplified method,” as the Company has no historical information from which to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior for its stock option grants. The simplified method is the midpoint between the vesting period and the contractual term of the option. For stock price volatility, the Company uses comparable public companies as a basis for its expected volatility to calculate the fair value of option grants. The risk-free rate is based on the U.S. Treasury yield curve commensurate with the expected life of the option. |
Income Taxes | Income taxes The Company uses the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss and credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The Company recognizes the benefit of an uncertain tax position that it has taken or expects to take on its income tax return if such a position is more likely than not to be sustained. |
Accretion of Redeemable Convertible Preferred Stock | Accretion of redeemable convertible preferred stock The Company’s redeemable convertible preferred stock is classified as temporary equity in the accompanying consolidated balance sheets. The carrying values of the redeemable convertible preferred stock are being accreted to their respective redemption values by accruing dividends and issuance costs, using the effective interest method, from the date of issuance to the earliest date the holders can demand redemption. The redemption value is accreted through a charge to additional paid-in-capital, if available, or to accumulated deficit. |
Net Loss Per Share | Net loss per share Basic loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during each period. Diluted loss per share of common stock includes the effect, if any, from the potential exercise or conversion of securities, such as redeemable convertible preferred stock and stock options, which would result in the issuance of incremental shares of common stock. For diluted net loss per share, the weighted-average number of shares of common stock is the same for basic net loss per share due to the fact that when a net loss exists, dilutive securities are not included in the calculation as the impact is anti-dilutive. The following potentially dilutive securities have been excluded from the computation of diluted weighted-average shares of common stock outstanding, as they would be anti-dilutive: September 30, 2019 2018 Stock options 3,099,089 2,071,616 Redeemable convertible preferred stock 19,061,502 19,061,502 22,160,591 21,133,118 Amounts in the above table reflect the common stock equivalents for the redeemable convertible preferred stock. |
Recent Accounting Pronouncements | Recent accounting pronouncements In February 2016, the FASB issued ASU 2016-02, Leases In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments (Topic 230) In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Dilutive Securities Excluded from Computation of Diluted Weighted Average Shares of Common Stock Outstanding | The following potentially dilutive securities have been excluded from the computation of diluted weighted-average shares of common stock outstanding, as they would be anti-dilutive: September 30, 2019 2018 Stock options 3,099,089 2,071,616 Redeemable convertible preferred stock 19,061,502 19,061,502 22,160,591 21,133,118 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis (amounts in thousands): September 30, 2019 (Level 1) (Level 2) (Level 3) Assets Money market funds and U.S. Treasury obligations (included in cash equivalents) $ 13,844 $ — $ — Short-term investments $ 52,226 $ — $ — December 31, 2018 (Level 1) (Level 2) (Level 3) Assets Money market funds and U.S. Treasury obligations (included in cash equivalents) $ 13,770 $ — $ — Short-term investments $ 66,706 $ — $ — |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property Plant and Equipment | Property and equipment consist of (amounts in thousands): September 30, 2019 December 31, 2018 Laboratory equipment $ 741 $ 507 Computer hardware and software 217 109 Leasehold improvements 243 — Furniture and fixtures 132 159 Property and equipment, gross 1,333 775 Less: Accumulated depreciation (363 ) (207 ) Property and equipment, net $ 970 $ 568 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consist of (amounts in thousands): September 30, 2019 December 31, 2018 Compensation and related benefits $ 806 $ 776 Research and development expenses 2,318 1,665 Professional fees 450 136 $ 3,574 $ 2,577 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Summary of Future Minimum Rental Payments Under Non Cancelable Operating Leases | Future minimum rental payments under the Company’s non-cancelable operating leases were as follows as of September 30, 2019 (amounts in thousands): Remainder of 2019 $ 84 2020 332 2021 264 2022 262 2023 45 Total 987 Less: imputed interest (75 ) $ 912 Future minimum lease payments under non-cancelable operating leases as of December 31, 2018 were as follows (amounts in thousands): 2019 $ 440 2020 460 2021 392 2022 391 2023 65 $ 1,748 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Temporary Equity [Abstract] | |
Schedule of Redeemable Convertible Preferred Stock | As of September 30, 2019, the authorized, issued and outstanding shares of redeemable convertible preferred stock and their principal terms were as disclosed below (in thousands except share amounts). All of the preferred shares were converted in common stock at the time of the IPO. Shares Authorized Shares Issued and Outstanding Carrying Value Liquidation Value Series A 22,280,087 22,280,087 $ 29,652 $ 30,298 Series B 29,682,000 29,682,000 45,264 46,001 Series B-1 3,636,363 3,636,363 5,988 6,107 Series B-2 9,090,909 9,090,909 17,274 17,586 Series C 31,696,436 31,696,436 73,902 74,754 96,385,795 96,385,795 $ 172,080 $ 174,746 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Share-based Compensation Expense | Share-based compensation expense was as follows for the three and nine months ended September 30, 2019 and 2018 (amounts in thousands): Three months ended September 30, Nine months ended September 30, 2019 2018 2019 2018 Research and development $ 274 $ 111 $ 787 $ 328 General and administrative 246 109 797 326 $ 520 $ 220 $ 1,584 $ 654 |
Summary of Activity Related to Stock Option Grants | The following table summarizes the activity related to stock option grants for the nine months ended September 30, 2019: Shares Weighted average exercise price per share Weighted- average remaining contractual life (years) Outstanding at January 1, 2019 2,071,616 $ 2.17 Granted 1,146,367 7.45 Forfeited (118,894 ) 5.36 Outstanding at September 30, 2019 3,099,089 $ 4.00 7.1 Vested and exercisable at September 30, 2019 1,906,827 $ 2.42 6.0 Vested and expected to vest at September 30, 2019 3,099,089 $ 4.00 7.1 |
Summary of Fair Value of Each Option Grant Estimated Throughout Year Using Black-Scholes Option-pricing Model | The grant date fair value of each option grant was estimated throughout the year using the Black-Scholes option-pricing model using the following weighted-average assumptions: Nine months ended September 30, 2019 2018 Expected term (in years) 6.2 7.8 Expected stock price volatility 90.0 % 88.0 % Risk-free interest rate 2.51 % 2.79 % Expected dividend yield 0 % 0 % Fair value of common stock $ 7.45 $ 4.38 |
Organization and description _2
Organization and description of business - Additional Information (Details) $ / shares in Units, $ in Thousands | Dec. 09, 2019USD ($)$ / sharesshares | Nov. 12, 2019USD ($)$ / sharesshares | Sep. 30, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Sep. 30, 2018$ / shares |
Organization And Description Of Business [Line Items] | |||||
Date of incorporation | Nov. 19, 2012 | ||||
Reverse stock split description | The Company effected a one-for-5.056564 reverse stock split of its common stock on October 25, 2019. The reverse stock split combined each approximately five shares of the Company’s issued and outstanding common stock into one share of common stock and correspondingly adjusted the conversion price of its redeemable convertible preferred stock | ||||
Reverse stock split ratio | 0.197762749566702 | ||||
Accumulated deficit | $ | $ (144,675) | $ (104,823) | |||
Common stock, shares issued (shares) | 300,597 | 300,597 | |||
Public offering price | $ / shares | $ 7.45 | $ 4.38 | |||
Common stock, shares authorized (shares) | 200,000,000 | 200,000,000 | |||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | |||
Preferred stock, shares authorized (shares) | 10,000,000 | 10,000,000 | |||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | |||
Subsequent Event | |||||
Organization And Description Of Business [Line Items] | |||||
Shares issued upon conversion | 19,061,502 | ||||
Subsequent Event | Redeemable Convertible Preferred Stock | |||||
Organization And Description Of Business [Line Items] | |||||
Shares issued upon conversion | 19,061,502 | ||||
IPO | Subsequent Event | |||||
Organization And Description Of Business [Line Items] | |||||
Common stock, shares issued (shares) | 5,000,000 | ||||
Public offering price | $ / shares | $ 12 | ||||
Net proceeds from stock offering | $ | $ 53,100 | ||||
Common stock, shares authorized (shares) | 200,000,000 | ||||
Common stock, par value | $ / shares | $ 0.001 | ||||
Preferred stock, shares authorized (shares) | 10,000,000 | ||||
Preferred stock, par value | $ / shares | $ 0.001 | ||||
Over-allotment option | Subsequent Event | |||||
Organization And Description Of Business [Line Items] | |||||
Common stock, shares issued (shares) | 445,690 | ||||
Public offering price | $ / shares | $ 12 | ||||
Net proceeds from stock offering | $ | $ 5,000 |
Basis of Presentation and Sig_4
Basis of Presentation and Significant Accounting Policies - Additional Information (Details) | 3 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||
Sep. 30, 2019USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2018AUD ($) | Dec. 31, 2018USD ($) | |
Accounting Policies [Line Items] | ||||||
Proceeds from royalty purchase agreement | $ 20,000,000 | $ 40,000,000 | ||||
Tax incentive receivable reserve | $ 600,000 | $ 600,000 | 600,000 | |||
Property, plant and equipment, depreciation methods | Straight-line method | |||||
Impairment to goodwill | 0 | $ 0 | ||||
Minimum | ||||||
Accounting Policies [Line Items] | ||||||
Property, plant and equipment, estimated useful lives | 3 years | |||||
Maximum | ||||||
Accounting Policies [Line Items] | ||||||
Property, plant and equipment, estimated useful lives | 5 years | |||||
Research and Development Expense | ||||||
Accounting Policies [Line Items] | ||||||
Maximum annual aggregate revenue for eligible to get refund | $ 20,000,000 | |||||
US Treasury Securities | ||||||
Accounting Policies [Line Items] | ||||||
Short-term investments fair value | $ 52,200,000 | $ 52,200,000 | $ 52,200,000 | $ 66,700,000 | ||
Unrealized gain on short-term investments | $ 52,000,000 | $ 3,000,000 |
Basis of Presentation and Sig_5
Basis of Presentation and Significant Accounting Policies - Dilutive Securities Excluded from Computation of Diluted Weighted Average Shares of Common Stock Outstanding (Details) - shares | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities excluded from computation of earnings per share | 22,160,591 | 21,133,118 |
Stock Options | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities excluded from computation of earnings per share | 3,099,089 | 2,071,616 |
Redeemable Convertible Preferred Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities excluded from computation of earnings per share | 19,061,502 | 19,061,502 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Level 1 | Money Market Funds and U.S. Treasury Obligations | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash equivalents, at fair value | $ 13,844 | $ 13,770 |
Level 1 | Short- Term Investments | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Short-term investments | 52,226 | $ 66,706 |
Level 2 | Money Market Funds and U.S. Treasury Obligations | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash equivalents, at fair value | 0 | |
Level 2 | Short- Term Investments | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | |
Level 3 | Money Market Funds and U.S. Treasury Obligations | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash equivalents, at fair value | 0 | |
Level 3 | Short- Term Investments | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Short-term investments | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | ||
Changes in valuation techniques | $ 0 | $ 0 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 1,333 | $ 775 |
Less: Accumulated depreciation | (363) | (207) |
Property and equipment, net | 970 | 568 |
Laboratory Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 741 | 507 |
Computer Hardware and Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 217 | 109 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 243 | |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 132 | $ 159 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Property Plant And Equipment [Abstract] | ||
Depreciation | $ 188 | $ 86 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Payables And Accruals [Abstract] | ||
Compensation and related benefits | $ 806 | $ 776 |
Research and development expenses | 2,318 | 1,665 |
Professional fees | 450 | 136 |
Accrued expenses | $ 3,574 | $ 2,577 |
Royalty Purchase Liability - Ad
Royalty Purchase Liability - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | 11 Months Ended | ||
Apr. 30, 2019 | Nov. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | |
Royalty Purchase Liability [Line Items] | |||||
Total agreed amount of royalty purchase price | $ 42,313 | $ 42,313 | $ 20,220 | ||
Royalty purchase price | 20,000 | $ 40,000 | |||
Noncash interest expense | 2,094 | ||||
Royalty Agreements | |||||
Royalty Purchase Liability [Line Items] | |||||
Total agreed amount of royalty purchase price | $ 80,000 | ||||
Royalty purchase price | 40,000 | ||||
Noncash interest expense | $ 2,100 | ||||
Effective interest rate | 8.70% | 8.70% | |||
Outstanding amount of royalty agreement | $ 40,000 | $ 40,000 | |||
Period of notice for termination of royalty agreement | 2 days | ||||
Royalty Agreements | First Tranche | |||||
Royalty Purchase Liability [Line Items] | |||||
Royalty purchase price | $ 20,000 | ||||
Royalty Agreements | Second Tranche | |||||
Royalty Purchase Liability [Line Items] | |||||
Royalty purchase price | $ 20,000 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Lessee Lease Description [Line Items] | ||
Lease liability, net of current portion | $ 604 | |
Right-of-use lease asset | 876 | |
Operating leases, rent expense | 300 | $ 300 |
ASC 842 | ||
Lessee Lease Description [Line Items] | ||
Operating lease liability, current | 300 | |
Lease liability, net of current portion | 800 | |
Right-of-use lease asset | $ 1,100 | |
Operating lease, discount rate | 5.30% | |
ASC 842 | Office | ||
Lessee Lease Description [Line Items] | ||
Non-cancelable operating lease, term | 3 years 4 months 24 days | |
ASC 842 | Laboratory Space | ||
Lessee Lease Description [Line Items] | ||
Non-cancelable operating lease, term | 1 year 3 months 18 days |
Leases - Summary of Future Mini
Leases - Summary of Future Minimum Rental Payments Under Non Cancelable Operating Leases (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Leases [Abstract] | ||
Remainder of 2019 | $ 84 | $ 440 |
2020 | 332 | 460 |
2021 | 264 | 392 |
2022 | 262 | 391 |
2023 | 45 | 65 |
Total | 987 | $ 1,748 |
Less: imputed interest | (75) | |
Operating lease liabilities | $ 912 |
Redeemable Convertible Prefer_3
Redeemable Convertible Preferred Stock - Schedule of Redeemable Convertible Preferred Stock (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Temporary Equity [Line Items] | ||
Shares Authorized | 96,385,795 | 96,385,795 |
Shares Issued | 96,385,795 | 96,385,795 |
Shares Outstanding | 96,385,795 | 96,385,795 |
Carrying Value | $ 172,080 | |
Liquidation Value | $ 174,746 | |
Series A | ||
Temporary Equity [Line Items] | ||
Shares Authorized | 22,280,087 | |
Shares Issued | 22,280,087 | |
Shares Outstanding | 22,280,087 | |
Carrying Value | $ 29,652 | |
Liquidation Value | $ 30,298 | |
Series B | ||
Temporary Equity [Line Items] | ||
Shares Authorized | 29,682,000 | |
Shares Issued | 29,682,000 | |
Shares Outstanding | 29,682,000 | |
Carrying Value | $ 45,264 | |
Liquidation Value | $ 46,001 | |
Series B-1 | ||
Temporary Equity [Line Items] | ||
Shares Authorized | 3,636,363 | |
Shares Issued | 3,636,363 | |
Shares Outstanding | 3,636,363 | |
Carrying Value | $ 5,988 | |
Liquidation Value | $ 6,107 | |
Series B-2 | ||
Temporary Equity [Line Items] | ||
Shares Authorized | 9,090,909 | |
Shares Issued | 9,090,909 | |
Shares Outstanding | 9,090,909 | |
Carrying Value | $ 17,274 | |
Liquidation Value | $ 17,586 | |
Series C | ||
Temporary Equity [Line Items] | ||
Shares Authorized | 31,696,436 | |
Shares Issued | 31,696,436 | |
Shares Outstanding | 31,696,436 | |
Carrying Value | $ 73,902 | |
Liquidation Value | $ 74,754 |
Share-based Compensation - Addi
Share-based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Unrecognized compensation cost | $ 5.6 | |
Estimated recognition weighted-average amortization period | 3 years 1 month 6 days | |
Aggregate intrinsic value of options outstanding | $ 17.4 | |
Aggregate intrinsic value of options exercisable | $ 13.7 | |
Weighted-average grant-date fair values of options granted | $ 5.61 | $ 3.48 |
Expected dividend yield | 0.00% | 0.00% |
Equity Incentive Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of shares authorized | 3,589,163 | |
Common stock available for future award grant | 490,074 | |
Vesting period | 4 years | |
Term of award | 10 years |
Share-based Compensation - Summ
Share-based Compensation - Summary of Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total share-based compensation expense | $ 520 | $ 220 | $ 1,584 | $ 654 |
Research and Development Expense | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total share-based compensation expense | 274 | 111 | 787 | 328 |
General and Administrative | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total share-based compensation expense | $ 246 | $ 109 | $ 797 | $ 326 |
Share-based Compensation - Su_2
Share-based Compensation - Summary of Activity Related to Stock Option Grants (Details) | 9 Months Ended |
Sep. 30, 2019$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Shares, Outstanding beginning balance | shares | 2,071,616 |
Shares, Granted | shares | 1,146,367 |
Shares, Forfeited | shares | (118,894) |
Shares, Outstanding ending balance | shares | 3,099,089 |
Shares, Vested and exercisable | shares | 1,906,827 |
Shares, Vested and expected to vest | shares | 3,099,089 |
Weighted average exercise price per share, Outstanding beginning balance | $ / shares | $ 2.17 |
Weighted average exercise price per share, Granted | $ / shares | 7.45 |
Weighted average exercise price per share, Forfeited | $ / shares | 5.36 |
Weighted average exercise price per share, Outstanding ending balance | $ / shares | 4 |
Weighted average exercise price per share, Vested and exercisable | $ / shares | 2.42 |
Weighted average exercise price per share, Vested and expected to vest | $ / shares | $ 4 |
Weighted average remaining contractual life, Outstanding | 7 years 1 month 6 days |
Weighted average remaining contractual life, Vested and exercisable | 6 years |
Weighted average remaining contractual life, Vested and expected to vest | 7 years 1 month 6 days |
Share-based Compensation - Su_3
Share-based Compensation - Summary of Fair Value of Each Option Grant Estimated Throughout Year Using Black-Scholes Option-pricing Model (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions And Methodology [Abstract] | ||
Expected term (in years) | 6 years 2 months 12 days | 7 years 9 months 18 days |
Expected stock price volatility | 90.00% | 88.00% |
Risk-free interest rate | 2.51% | 2.79% |
Expected dividend yield | 0.00% | 0.00% |
Public offering price | $ 7.45 | $ 4.38 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
IntellectMap | ||
Related Party Transaction [Line Items] | ||
Advisory services fees | $ 0.2 | $ 0.2 |
Subsequent events - Additional
Subsequent events - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Dec. 09, 2019 | Nov. 12, 2019 | Nov. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 |
Subsequent Event [Line Items] | ||||||
Common stock, shares issued (shares) | 300,597 | 300,597 | ||||
Public offering price | $ 7.45 | $ 4.38 | ||||
Common stock, shares authorized (shares) | 200,000,000 | 200,000,000 | ||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||
Preferred stock, shares authorized (shares) | 10,000,000 | 10,000,000 | ||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||
Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Shares issued upon conversion | 19,061,502 | |||||
Subsequent Event | 2019 Incentive Award Plan | ||||||
Subsequent Event [Line Items] | ||||||
Number of shares of common stock initially available for issuance | 1,948,970 | |||||
Subsequent Event | 2019 Incentive Award Plan | Maximum | ||||||
Subsequent Event [Line Items] | ||||||
Percentage of shares of common stock outstanding | 4.00% | |||||
Annual increase in number of shares of common stock available for issuance | 14,130,029 | |||||
Subsequent Event | 2019 Employee Stock Purchase Plan | ||||||
Subsequent Event [Line Items] | ||||||
Number of shares of common stock initially available for issuance | 243,621 | |||||
Subsequent Event | 2019 Employee Stock Purchase Plan | Maximum | ||||||
Subsequent Event [Line Items] | ||||||
Percentage of shares of common stock outstanding | 1.00% | |||||
Annual increase in number of shares of common stock available for issuance | 3,288,886 | |||||
IPO | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Common stock, shares issued (shares) | 5,000,000 | |||||
Public offering price | $ 12 | |||||
Net proceeds from stock offering | $ 53.1 | |||||
Common stock, shares authorized (shares) | 200,000,000 | |||||
Common stock, par value | $ 0.001 | |||||
Preferred stock, shares authorized (shares) | 10,000,000 | |||||
Preferred stock, par value | $ 0.001 | |||||
Over-allotment option | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Common stock, shares issued (shares) | 445,690 | |||||
Public offering price | $ 12 | |||||
Net proceeds from stock offering | $ 5 |