Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Feb. 22, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | WVE | ||
Entity Registrant Name | WAVE LIFE SCIENCES LTD. | ||
Entity Central Index Key | 0001631574 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 48,997,368 | ||
Entity Public Float | $ 267,103,358 | ||
Title of 12(b) Security | $0 Par Value Ordinary Shares | ||
Security Exchange Name | NASDAQ | ||
Entity File Number | 001-37627 | ||
Entity Incorporation, State or Country Code | U0 | ||
Entity Tax Identification Number | 00-0000000 | ||
Entity Address, Address Line One | 7 Straits View #12-00 | ||
Entity Address, Address Line Two | Marina One | ||
Entity Address, City or Town | East Tower | ||
Entity Address, Country | SG | ||
Entity Address, Postal Zip Code | 018936 | ||
City Area Code | +65 | ||
Local Phone Number | 6236 3388 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Documents Incorporated by Reference | If the Registrant’s Definitive Proxy Statement relating to the 2021 Annual General Meeting of Shareholders (the “Proxy Statement”) is filed with the Commission within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, then portions of the Proxy Statement will be incorporated by reference into Part III of this Annual Report on Form 10-K. If the Proxy Statement is not filed within such 120-day period, then the Registrant will file an amendment to this Annual Report within such 120-day period that will contain the information required to be included or incorporated by reference into Part III of this Annual Report. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 184,497 | $ 147,161 |
Current portion of accounts receivable | 30,000 | 20,000 |
Prepaid expenses | 10,434 | 9,626 |
Other current assets | 5,111 | 8,689 |
Total current assets | 230,042 | 185,476 |
Long-term assets: | ||
Accounts receivable, net of current portion | 30,000 | |
Property and equipment, net | 29,198 | 36,368 |
Operating lease right-of-use assets | 16,232 | 18,101 |
Restricted cash | 3,651 | 3,647 |
Other assets | 115 | 10,658 |
Total long-term assets | 49,196 | 98,774 |
Total assets | 279,238 | 284,250 |
Current liabilities: | ||
Accounts payable | 13,795 | 9,073 |
Accrued expenses and other current liabilities | 11,971 | 16,185 |
Current portion of deferred revenue | 91,560 | 89,652 |
Current portion of operating lease liability | 3,714 | 3,243 |
Total current liabilities | 121,040 | 118,153 |
Long-term liabilities: | ||
Deferred revenue, net of current portion | 41,481 | 63,466 |
Operating lease liability, net of current portion | 25,591 | 29,304 |
Other liabilities | 474 | 1,721 |
Total long-term liabilities | 67,546 | 94,491 |
Total liabilities | 188,586 | 212,644 |
Series A preferred shares, no par value; 3,901,348 shares issued and outstanding at December 31, 2020 and 2019 | 7,874 | 7,874 |
Shareholders’ equity: | ||
Ordinary shares, no par value; 48,778,678 and 34,340,690 shares issued and outstanding at December 31, 2020 and 2019, respectively | 694,085 | 539,547 |
Additional paid-in capital | 71,573 | 57,277 |
Accumulated other comprehensive income | 389 | 267 |
Accumulated deficit | (683,269) | (533,359) |
Total shareholders’ equity | 82,778 | 63,732 |
Total liabilities, Series A preferred shares and shareholders’ equity | $ 279,238 | $ 284,250 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Statement Of Financial Position [Abstract] | ||
Series A preferred stock, par value | $ 0 | $ 0 |
Series A preferred stock, shares issued | 3,901,348 | 3,901,348 |
Series A preferred stock, shares outstanding | 3,901,348 | 3,901,348 |
Common stock, par value | $ 0 | $ 0 |
Common stock, shares issued | 48,778,678 | 34,340,690 |
Common stock, shares outstanding | 48,778,678 | 34,340,690 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Revenue | $ 20,077,000 | $ 15,983,000 |
Operating expenses: | ||
Research and development | 130,944,000 | 175,431,000 |
General and administrative | 42,510,000 | 48,869,000 |
Total operating expenses | 173,454,000 | 224,300,000 |
Loss from operations | (153,377,000) | (208,317,000) |
Other income, net: | ||
Dividend income | 584,000 | 4,912,000 |
Interest income (expense), net | (16,000) | 29,000 |
Other income, net | 2,058,000 | 9,738,000 |
Total other income, net | 2,626,000 | 14,679,000 |
Loss before income taxes | (150,751,000) | (193,638,000) |
Income tax benefit (provision), net | 841,000 | 0 |
Net loss | $ (149,910,000) | $ (193,638,000) |
Net loss per share attributable to ordinary shareholders—basic and diluted | $ (3.82) | $ (5.72) |
Weighted-average ordinary shares used in computing net loss per share attributable to ordinary shareholders—basic and diluted | 39,227,618 | 33,866,487 |
Other comprehensive income (loss): | ||
Net loss | $ (149,910,000) | $ (193,638,000) |
Foreign currency translation | 122,000 | 114,000 |
Comprehensive loss | $ (149,788,000) | $ (193,524,000) |
Consolidated Statements of Seri
Consolidated Statements of Series A Preferred Shares and Shareholders' Equity - USD ($) $ in Thousands | Total | At-The-Market Equity Program [Member] | ESPP [Member] | Series A Preferred Shares [Member] | Ordinary Shares [Member] | Ordinary Shares [Member]At-The-Market Equity Program [Member] | Ordinary Shares [Member]ESPP [Member] | Additional Paid-In-Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Deficit [Member] |
Beginning balance at Dec. 31, 2018 | $ 73,348 | $ 375,148 | $ 37,768 | $ 153 | $ (339,721) | |||||
Beginning balance, shares at Dec. 31, 2018 | 29,472,197 | |||||||||
Temporary equity, Beginning balance at Dec. 31, 2018 | $ 7,874 | |||||||||
Temporary equity, Beginning balance, shares at Dec. 31, 2018 | 3,901,348 | |||||||||
Issuance of ordinary shares | 161,792 | $ 161,792 | ||||||||
Issuance of ordinary shares, shares | 4,542,500 | |||||||||
Share-based compensation | 19,509 | 19,509 | ||||||||
Vesting of RSUs, shares | 112,437 | |||||||||
Option exercises | 2,607 | $ 2,607 | ||||||||
Option exercises, shares | 213,556 | |||||||||
Other comprehensive income | 114 | 114 | ||||||||
Net loss | (193,638) | (193,638) | ||||||||
Ending balance at Dec. 31, 2019 | 63,732 | $ 539,547 | 57,277 | 267 | (533,359) | |||||
Ending balance, shares at Dec. 31, 2019 | 34,340,690 | |||||||||
Temporary equity, Ending balance at Dec. 31, 2019 | $ 7,874 | $ 7,874 | ||||||||
Temporary equity, Ending balance, shares at Dec. 31, 2019 | 3,901,348 | 3,901,348 | ||||||||
Issuance of ordinary shares | $ 93,744 | $ 59,882 | $ 171 | $ 93,744 | $ 59,882 | $ 171 | ||||
Issuance of ordinary shares, shares | 5,583,022 | 8,333,334 | 5,583,022 | 25,239 | ||||||
Share-based compensation | 14,296 | 14,296 | ||||||||
Vesting of RSUs, shares | 208,123 | |||||||||
Option exercises | 741 | $ 741 | ||||||||
Option exercises, shares | 288,270 | |||||||||
Other comprehensive income | 122 | 122 | ||||||||
Net loss | (149,910) | (149,910) | ||||||||
Ending balance at Dec. 31, 2020 | 82,778 | $ 694,085 | $ 71,573 | $ 389 | $ (683,269) | |||||
Ending balance, shares at Dec. 31, 2020 | 48,778,678 | |||||||||
Temporary equity, Ending balance at Dec. 31, 2020 | $ 7,874 | $ 7,874 | ||||||||
Temporary equity, Ending balance, shares at Dec. 31, 2020 | 3,901,348 | 3,901,348 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities | ||
Net loss | $ (149,910) | $ (193,638) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of right-of-use assets | 1,869 | 1,613 |
Depreciation of property and equipment | 8,114 | 7,588 |
Share-based compensation expense | 14,296 | 19,509 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 20,000 | 10,000 |
Prepaid expenses | (808) | (3,665) |
Other assets | 14,121 | (8,369) |
Accounts payable | 5,117 | (3,497) |
Accrued expenses and other current liabilities | (4,214) | 1,448 |
Deferred revenue | (20,077) | (15,983) |
Operating lease liabilities | (3,243) | (2,816) |
Other non-current liabilities | (1,247) | (421) |
Net cash used in operating activities | (115,982) | (188,231) |
Cash flows from investing activities | ||
Purchases of property and equipment | (1,338) | (3,918) |
Net cash used in investing activities | (1,338) | (3,918) |
Cash flows from financing activities | ||
Proceeds from issuance of ordinary shares, net of offering costs | 93,744 | 161,792 |
Proceeds from the exercise of share options | 741 | 2,607 |
Proceeds from the employee share purchase program | 171 | |
Net cash provided by financing activities | 154,538 | 164,399 |
Effect of foreign exchange rates on cash | 122 | 114 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 37,340 | (27,636) |
Cash, cash equivalents and restricted cash, beginning of period | 150,808 | 178,444 |
Cash, cash equivalents and restricted cash, end of period | 188,148 | $ 150,808 |
At-The-Market Equity Program [Member] | ||
Cash flows from financing activities | ||
Proceeds from issuance of ordinary shares, net of offering costs | $ 59,882 |
The Company
The Company | 12 Months Ended |
Dec. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
The Company | 1. THE COMPANY Organization Wave Life Sciences Ltd. (together with its subsidiaries, “Wave” or the “Company”) is a clinical-stage genetic medicines company committed to delivering life-changing treatments for people battling devastating diseases. PRISM, Wave’s proprietary discovery and drug development platform, enables Wave to target genetically defined diseases with stereopure oligonucleotides across multiple therapeutic modalities. The Company was incorporated in Singapore on July 23, 2012 and has its principal U.S. office in Cambridge, Massachusetts. The Company was incorporated with the purpose of combining two commonly held companies, Wave Life Sciences USA, Inc. (“Wave USA”), a Delaware corporation (formerly Ontorii, Inc.), and Wave Life Sciences Japan, Inc. (“Wave Japan”), a company organized under the laws of Japan (formerly Chiralgen., Ltd.), which occurred on September 13, 2012. On May 31, 2016, Wave Life Sciences Ireland Limited (“Wave Ireland”) was formed as a wholly - - The Company’s primary activities since inception have been developing and evolving PRISM to design, develop and commercialize oligonucleotide therapeutics, advancing the Company’s differentiated neurology portfolio, as well as exploring other therapeutic areas of interest, building the Company’s research and development capabilities, advancing programs into the clinic, furthering clinical development of such clinical-stage programs, building the Company’s intellectual property, and assuring adequate capital to support these activities. Liquidity Since its inception, the Company has not generated any product revenue and has incurred recurring net losses. To date, the Company has primarily funded its operations through private placements of debt and equity securities, public offerings of its ordinary shares and collaborations with third parties. Until the Company can generate significant revenue from product sales, if ever, the Company expects to continue to finance operations through a combination of public or private equity or debt financings or other sources, which may include collaborations with third parties. Adequate additional financing may not be available to the Company on acceptable terms, or at all. The inability to raise capital as and when needed would have a negative impact on the Company’s financial condition and ability to pursue its business strategy. As of December 31, 2020, the Company had cash and cash equivalents of $184.5 million. The Company expects that its existing cash and cash equivalents will be sufficient to fund its operations for at least the next twelve months. The Company has based this expectation on assumptions that may prove to be incorrect, and the Company may use its available capital resources sooner than it currently expects. If the Company’s anticipated operating results are not achieved in future periods, planned expenditures may need to be further reduced in order to extend the time period over which the then-available resources would be able to fund the Company’s operations. In addition, the Company may elect to raise additional funds before it needs them if the conditions for raising capital are favorable due to market conditions or strategic considerations, even if the Company expects it has sufficient funds for its current or future operating plans. Risks and Uncertainties The Company is subject to risks common to companies in the biotechnology industry including, but not limited to, new technological innovations, protection of proprietary technology, maintaining internal manufacturing capabilities, dependence on key personnel, compliance with government regulations and the need to obtain additional financing. The Company’s therapeutic programs will require significant additional research and development efforts, including extensive preclinical and clinical testing and regulatory approval, prior to commercialization of any product candidates. These efforts require significant amounts of additional capital, adequate personnel infrastructure and extensive compliance-reporting capabilities. There can be no assurance that the Company’s research and development efforts will be successful, that adequate protection for the Company’s intellectual property will be obtained, that any products developed will obtain necessary government regulatory approval or that any approved products will be commercially viable. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will generate significant revenue from product sales. The Company operates in an environment of rapid change in technology and substantial competition from pharmaceutical and biotechnology companies. Basis of Presentation The Company has prepared the accompanying consolidated financial statements in conformity with generally accepted accounting principles in the United States (“U.S. GAAP”) and in U.S. dollars. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. SIGNIFICANT ACCOUNTING POLICIES Cash Equivalents The Company considers all highly liquid securities with original final maturities of three months or less from the date of purchase to be cash equivalents. Cash equivalents are comprised of funds in money market accounts. Principles of Consolidation The Company’s consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions reflected in these consolidated financial statements include the assumptions used to determine the fair value of share-based awards, the Company’s revenue recognition policy, particularly, (a) assessing the number of performance obligations; (b) determining the transaction price; (c) allocating the transaction price to the performance obligations in the contract; and (d) determining the pattern over which performance obligations are satisfied, including estimates to complete performance obligations Segment Data The Company manages its operations as a single Going Concern At each reporting period, the Company evaluates whether there are conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The Company is required to make certain additional disclosures if it concludes substantial doubt exists and it is not alleviated by the Company’s plans or when its plans alleviate substantial doubt about the Company’s ability to continue as a going concern. The Company’s evaluation entails analyzing prospective operating budgets and forecasts for expectations of the Company’s cash needs and comparing those needs to the current cash and cash equivalent balance. Foreign Currency Translation The functional currency is the U.S. dollar for all of the Company’s entities aside from Wave Japan, which has the Japanese Yen as its functional currency. Assets and liabilities of Wave Japan are translated at period end exchange rates while revenues and expenses of Wave Japan are translated at average exchange rates for the period. Net unrealized gains and losses from foreign currency translation are reflected as other comprehensive income (loss) within the consolidated statements of Series A preferred shares and shareholders’ equity and the consolidated statements of operations and comprehensive loss. Gains and losses on foreign currency transactions are included in the consolidated statements of operations and comprehensive loss within other income, net. Fair Value of Financial Instruments The Company is required to disclose information on all assets and liabilities reported at fair value that enables an assessment of the inputs used in determining the reported fair values. The fair value hierarchy is a hierarchy of inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the financial instrument based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the financial instrument and are developed based on the information available in the circumstances. The fair value hierarchy applies only to the valuation inputs used in determining the reported fair value of the investments and is not a measure of the investment credit quality. The hierarchy defines three levels of valuation inputs: Level 1—Unadjusted quoted prices in active markets that are accessible at the measurement date of identical, unrestricted assets. Level 2—Quoted prices for similar assets, or inputs that are observable, either directly or indirectly, for substantially the full term through corroboration with observable market data. Level 2 includes investments valued at quoted prices adjusted for legal or contractual restrictions specific to the security. Level 3—Pricing inputs are unobservable for the asset, that is, inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset. Level 3 includes private investments that are supported by little or no market activity. Cash, cash equivalents and restricted cash are Level 1 assets which are comprised of funds held in checking and money market accounts. Concentration of Credit Risk Cash and cash equivalents are financial instruments that potentially subject the Company to concentration of credit risk. The Company uses several financial institutions to maintain its cash and cash equivalents, all of which are high quality, accredited financial institutions and, accordingly, such funds are subject to minimal credit risk. The Company has not experienced any losses in such accounts and management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. The Company has no financial instruments with off-balance sheet risk of loss. Restricted Cash Restricted cash consists primarily of cash placed in separate restricted bank accounts as required under the terms of the Company’s lease agreements for its Cambridge, Massachusetts and Lexington, Massachusetts facilities (refer to Note 8). As of December 31, 2020 and 2019, the Company had $3.7 million and $3.6 million of restricted cash, respectively, of which $1.0 million related to the Cambridge facility and the remainder related to the Lexington facility. Property and Equipment Property and equipment, which consists primarily of equipment, furniture, software and leasehold improvements, are stated at cost less accumulated depreciation. Depreciation is calculated on a straight-line basis over the following estimated useful lives of the assets: Equipment, Furniture and Software 3-7 years Leasehold Improvements Shorter of asset life or lease term Depreciation begins at the time the asset is placed in service. Maintenance and repairs are charged to operations as incurred. Upon retirement or sale, the cost of the disposed asset and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statements of operations and comprehensive loss. Impairment of Long-Lived Assets Long-lived assets consist of property and equipment. Long-lived assets are reviewed for impairment whenever events or other changes in circumstances indicate that the carrying amount may not be recoverable. Certain factors may exist or events may occur that indicate that impairment exists including, but not limited to, the following: significant underperformance relative to historical or projected future operating results; significant changes in the manner of use of the underlying assets; and significant adverse industry or market economic trends. When performing the impairment assessment for long-lived assets, the Company compares the carrying value of such assets to the estimated undiscounted future net cash flows expected from the use of the assets and their eventual disposition. In the event that the carrying value of the assets is determined to be unrecoverable, the Company would estimate the fair value of the assets and record an impairment charge for the excess of the carrying value over the fair value. Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). This standard applies to all contracts with customers, except for contracts that are within the scope of other standards, such as leases, insurance, and financial instruments. Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the entity performs the following five-step analysis: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step analysis to contracts when it is probable that the entity will collect the consideration to which it is entitled in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract, determines those that are performance obligations, and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. The Company has entered into collaboration agreements for research, development, and commercial services, under which the Company licenses certain rights to its product candidates to third parties. The terms of these arrangements typically include payment to the Company of one or more of the following: non-refundable, upfront license fees; reimbursement of certain costs; customer option exercise fees; development, regulatory and commercial milestone payments; and royalties on net sales of licensed products. Any variable consideration is constrained and, therefore, the cumulative revenue associated with this consideration is not recognized until it is deemed not to be at significant risk of reversal. In determining the appropriate amount of revenue to be recognized as the Company fulfills its obligations under each of its agreements for which the collaboration partner is also a customer, the Company performs the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. As part of the accounting for these arrangements, the Company must use significant judgment to determine: (a) the number of performance obligations based on the determination under step (ii) above; (b) the transaction price under step (iii) above; and (c) the timing of satisfaction of performance obligations as a measure of progress in step (v) above. The Company uses significant judgment to determine whether milestones or other variable consideration, except for royalties, should be included in the transaction price as described further below. Amounts received prior to being recognized as revenue Licenses of intellectual property: In assessing whether a promise or performance obligation is distinct from the other promises, the Company considers factors such as the research, development, manufacturing and commercialization capabilities of the customer and the availability of the associated expertise in the general marketplace. In addition, the Company considers whether the customer can benefit from a promise for its intended purpose without the receipt of the remaining promise, whether the value of the promise is dependent on the unsatisfied promise, whether there are other vendors that could provide the remaining promise, and whether it is separately identifiable from the remaining promise. For licenses that are combined with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Research and development services : If an arrangement is determined to contain a promise or obligation for the Company to perform research and development services, the Company must determine whether these services are distinct from other promises in the arrangement. In assessing whether the services are distinct from the other promises, the Company considers the capabilities of the customer to perform these same services. In addition, the Company considers whether the customer can benefit from a promise for its intended purpose without the receipt of the remaining promise, whether the value of the promise is dependent on the unsatisfied promise, whether there are other vendors that could provide the remaining promise, and whether it is separately identifiable from the remaining promise. For research and development services that are combined with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Customer options: If an arrangement is determined to contain customer options that allow the customer to acquire additional goods or services, the goods and services underlying the customer options are not considered to be performance obligations at the outset of the arrangement, as they are contingent upon option exercise. The Company evaluates the customer options for material rights, that is, the option to acquire additional goods or services for free or at a discount. If the customer options are determined to represent a material right, the material right is recognized as a separate performance obligation at the outset of the arrangement. The Company allocates the transaction price to material rights based on the standalone selling price. As a practical alternative to estimating the standalone selling price when the goods or services are both (i) similar to the original goods and services in the contract and (ii) provided in accordance with the terms of the original contract, the Company allocates the total amount of consideration expected to be received from the customer to the total goods or services expected to be provided to the customer. Amounts allocated to any material right are not recognized as revenue until the option is exercised and the performance obligation is satisfied. Milestone payments: At the inception of each arrangement that includes milestone payments, the Company evaluates whether a significant reversal of cumulative revenue provided in conjunction with achieving the milestones is probable, and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant reversal of cumulative revenue would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the control of the Company or the licensee, such as regulatory approvals, are not considered probable of being achieved until those approvals are received. For other milestones, the Company evaluates factors such as the scientific, clinical, regulatory, commercial, and other risks that must be overcome to achieve the particular milestone in making this assessment. There is considerable judgment involved in determining whether it is probable that a significant reversal of cumulative revenue would not occur. At the end of each subsequent reporting period, the Company reevaluates the probability of achievement of all milestones subject to constraint and, if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenues and earnings in the period of adjustment. Royalties: For arrangements that include sales-based royalties, including milestone payments based on a level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). To date, the Company has not recognized any royalty revenue resulting from any of its licensing arrangements. Contract costs : The Company recognizes as an asset the incremental costs of obtaining a contract with a customer if the costs are expected to be recovered. As a practical expedient, the Company recognizes the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that it otherwise would have recognized is one year or less. To date, the Company has not incurred any incremental costs of obtaining a contract with a customer. For additional discussion of accounting for collaboration revenues, see Note 5. Research and Development Expenses Research and development expenses are expensed as incurred. External development costs are recognized based on an evaluation of the progress to completion of specific tasks. Payments for these activities are based on the terms of the individual agreements, which may differ from the pattern of costs incurred, and are reflected in the accompanying consolidated balance sheets as prepaid or accrued expenses. License Agreements and Patent Costs Costs associated with licenses of technology and patent costs are expensed as incurred and are generally included in research and development expense in the consolidated statements of operations and comprehensive loss. Refundable Tax Credits The Company is eligible for refundable tax credits with tax authorities for certain qualified operating expenses. The Company recognizes refundable tax credits when there is reasonable assurance that the Company will comply with the requirements of the refundable tax credit and that the refundable tax credit will be received. Refundable tax credits are recorded as income and classified in other income, net in the consolidated statements of operations and comprehensive loss. Net Loss per Share Basic net loss per share is computed using the weighted-average number of ordinary shares outstanding during the period. Diluted net loss per share is computed using the sum of the weighted-average number of ordinary shares outstanding during the period and, if dilutive, the weighted-average number of potential ordinary shares, including the assumed exercise of share options. The Company applies the two-class method to calculate its basic and diluted net loss per share attributable to ordinary shareholders, as its Series A preferred shares are participating securities. The two-class method is an earnings allocation formula that treats a participating security as having rights to earnings that otherwise would have been available to ordinary shareholders. However, for the periods presented, the two-class method does not impact the net loss per ordinary share as the Company was in a net loss position for each of the periods presented and holders of Series A preferred shares do not participate in losses. The Company’s Series A preferred shares contractually entitle the holders of such shares to participate in dividends but do not contractually require the holders of such shares to participate in losses of the Company. Accordingly, for periods in which the Company reports a net loss attributable to ordinary shareholders, diluted net loss per share attributable to ordinary shareholders is the same as basic net loss per share attributable to ordinary shareholders, since dilutive ordinary shares are not assumed to have been issued if their effect is anti-dilutive. Share-Based Compensation The Company measures and recognizes share-based compensation expense, for both employee and director option awards, based on the grant date fair value of the awards. The Company calculates the fair value of restricted share unit awards based on the grant date fair value of the underlying ordinary shares. The Company recognizes share-based compensation expense on a straight-line basis over the requisite service period of the awards, which is generally the vesting period. The Company determines the fair value of share-based awards granted to non-employees as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. All equity instruments issued to non-employees as consideration for goods or services received by the Company are accounted for based on the fair value of the equity instruments issued. These awards are recorded in expense and additional paid-in capital in shareholders’ equity over the applicable service periods based on the fair value of the options at the end of each period. The Company accounts for the expense from share-based awards to non-employees by re-measuring the awards at fair value over the vesting period. The Company classifies share-based compensation expense in its consolidated statements of operations and comprehensive loss in the same manner in which the award recipient’s compensation costs are classified or in which the award recipient’s service payments are classified. The fair value of each share option grant was determined using the methods and assumptions discussed below. These inputs are generally subjective and require significant judgment and estimation by management. • Fair Value of Ordinary Shares The fair value of the ordinary shares underlying the Company’s share-based awards is based on the closing price of the Company’s ordinary shares as reported by the Nasdaq Global Market on the date of grant. • Expected Term The expected term of share options represents the weighted-average period that the share options are expected to remain outstanding. The Company estimated the expected term using the simplified method, which is an average of the contractual term of the option and the vesting period. • Expected Volatility Since there is limited historical data for the Company’s ordinary shares and limited company-specific historical volatility, it has determined the share price volatility for options granted based on an analysis of the volatility used by a peer group of publicly traded companies. In evaluating similarity, the Company considers factors such as industry, stage of life cycle and size. • Risk-free Interest Rate The risk-free interest rate is based on the U.S. Treasury yield in effect at the time of the grant for zero-coupon U.S. Treasury notes with remaining terms similar to the expected term of the options. • Dividend Rate The expected dividend was assumed to be zero as the Company has never paid dividends and has no current plans to do so. Income Taxes The Company accounts for income taxes using an asset and liability approach, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements but have not been reflected in taxable income. A valuation allowance is established to reduce deferred tax assets to their estimated realizable value. Therefore, the Company provides a valuation allowance to the extent that it is more likely than not that all or a portion of the deferred tax assets will not be realized in the future. The Company accounts for uncertainty in income taxes recognized in the financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the tax authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties. The Company recognizes interest and penalties related to uncertain tax positions in the income tax provision on the consolidated statements of operations and comprehensive loss. The Company has certain service arrangements in place between its U.S., Japan, U.K. and Singapore entities, which include transfer pricing assumptions. The determination of the appropriate level of transfer pricing requires judgment based on transfer pricing analyses of comparable companies. The Company monitors the nature of its service arrangements for changes in its operations as well as economic conditions. The Company also periodically reviews the transfer pricing analyses for changes in the composition in the pool of comparable companies as well as the related ongoing results of the comparable companies. Leases Effective January 1, 2019, the Company adopted ASC 842, Leases (“ASC 842”), using the modified retrospective approach and utilizing the effective date as its date of initial application, for which prior periods are presented in accordance with the previous guidance in ASC 840, Leases (“ASC 840”). In February 2016, the FASB issued ASU No. 2016-02, Leases (“ASU 2016-02”), which was further clarified when the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases (“ASU 2018-10”), ASU No. 2018-11, Leases (Topic 842)—Targeted Improvements (“ASU 2018-11”), and ASU No. 2019-01, Codification Improvements to Topic 842, Leases (“ASU 2019-01”). The adoption of ASC 842, in accordance with ASU 2016-02, ASU 2018-10, ASU 2018-11, and ASU 2019-01, requires a lessee to recognize assets and liabilities on the balance sheet for operating leases and changes many key definitions, including the definition of a lease. ASC 842 includes a short-term lease exception for leases with a term of 12 months or less, in which a lessee can make an accounting policy election not to recognize lease assets and lease liabilities. Lessees will continue to differentiate between finance leases (previously referred to as capital leases) and operating leases, using classification criteria that are substantially similar to the previous guidance. For lessees, the recognition, measurement, and presentation of expenses and cash flows arising from a lease have not significantly changed from previous U.S. GAAP. Lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The modified retrospective approach includes a number of optional practical expedients that entities may elect to apply, as well as transition guidance specific to nonstandard leasing transactions. As further described above, the Company adopted ASC 842 on January 1, 2019 using a cumulative-effect adjustment on the effective date of the standard, for which comparative periods are presented in accordance with the previous guidance in ASC 840. In adopting ASC 842, the Company elected to utilize the available package of practical expedients permitted under the transition guidance within the new standard, which does not require the reassessment of the following: i) whether existing or expired arrangements are or contain a lease, ii) the lease classification of existing or expired leases, and iii) whether previous initial direct costs would qualify for capitalization under the new lease standard. Additionally, the Company made an accounting policy election to not recognize on the balance sheet leases with a term of 12 months or less. At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present in the arrangement. Most leases with a term greater than one year are recognized on the balance sheet as right-of-use assets and short-term and long-term lease liabilities, as applicable. The Company typically only includes an initial lease term in its assessment of a lease arrangement. Options to renew a lease are not included in the Company’s assessment unless there is reasonable certainty that the Company will renew the lease. The Company monitors its plans to renew its leases on a quarterly basis. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected remaining lease term. Certain adjustments to the right-of-use asset may be required for items such as incentives received. The interest rate implicit in lease contracts is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rate, which reflects the fixed rate at which the Company could borrow on a collateralized basis the amount of the lease payments in the same currency, for a similar term, in a similar economic environment. In transition to ASC 842, the Company utilized the remaining lease term of its leases in determining the appropriate incremental borrowing rates. In accordance with ASC 842, components of a lease should be split into three categories: lease components (e.g., land, building, etc.), non-lease components (e.g., common area maintenance, consumables, etc.), and non-components (e.g., property taxes, insurance, etc.). The fixed and in-substance fixed contract consideration (including any consideration related to non-components) must be allocated based on the respective relative fair values to the lease components and non-lease components. Although separation of lease and non-lease components is required, certain expedients are available. Entities may elect the practical expedient to not separate lease and non-lease components by class of underlying asset. Rather, entities would account for each lease component and the related non-lease component together as a single component. For new and amended leases beginning in 2019 and after, the Company has elected to account for the lease and non-lease components for leases for classes of all underlying assets and allocate all of the contract consideration to the lease component only. Recently Issued Accounting Pronouncements In December 2019, the FASB finalized Accounting Standards Update No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2020 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | 3. PROPERTY AND EQUIPMENT, NET Property and equipment, net, consists of the following: December 31, 2020 2019 (in thousands) Furniture and equipment $ 25,418 $ 24,531 Software 684 524 Leasehold improvements 27,912 27,830 Fixed assets in progress 78 486 Total 54,092 53,371 Less accumulated depreciation (24,894 ) (17,003 ) Property and equipment, net $ 29,198 $ 36,368 Substantially all of the Company’s long-lived assets were located in the United States as of December 31, 2020 and 2019. Depreciation expense was $8.1 million and $7.6 million for the years ended December 31, 2020 and 2019, respectively. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Payables And Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 4. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consist of the following: December 31, 2020 2019 (in thousands) Accrued compensation $ 9,003 $ 8,662 Accrued expenses related to CROs and CMOs 2,143 5,030 Accrued expenses and other current liabilities 825 2,493 Total accrued expenses and other current liabilities $ 11,971 $ 16,185 |
Collaboration Agreements
Collaboration Agreements | 12 Months Ended |
Dec. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Collaboration Agreements | 5. COLLABORATION AGREEMENTS Pfizer Collaboration and Equity Agreements In May 2016, the Company entered into a Research, License and Option Agreement (as amended in November 2017, the “Pfizer Collaboration Agreement”) with Pfizer Inc. (“Pfizer”). Pursuant to the terms of the Pfizer Collaboration Agreement, the Company and Pfizer agreed to collaborate on the discovery, development and commercialization of stereopure oligonucleotide therapeutics for up to five programs (the “Pfizer Programs”), each directed at a genetically-defined hepatic target selected by Pfizer (the “Pfizer Collaboration”). The Company received $10.0 million as an upfront license fee under the Pfizer Collaboration Agreement. Subject to option exercises by Pfizer, the Company was entitled to earn potential research, development and commercial milestone payments, plus royalties, tiered up to low double-digits, on sales of any products that may result from the Pfizer Collaboration. None of the payments under the Pfizer Collaboration Agreement are refundable. Simultaneously with the entry into the Pfizer Collaboration Agreement, the Company entered into a Share Purchase Agreement (the “Pfizer Equity Agreement,” and together with the Pfizer Collaboration Agreement, the “Pfizer Agreements”) with C.P. Pharmaceuticals International C.V., an affiliate of Pfizer (the “Pfizer Affiliate”). Pursuant to the terms of the Pfizer Equity Agreement, the Pfizer Affiliate purchased 1,875,000 of the Company’s ordinary shares (the “Shares”) at a purchase price of $16.00 per share, for an aggregate purchase price of $30.0 million. The Company did not incur any material costs in connection with the issuance of the Shares. Under the Pfizer Collaboration Agreement, the parties agreed to collaborate during a four-year The stated term of the Pfizer Collaboration Agreement commenced on May 5, 2016 and terminates on the date of the last to expire payment obligation with respect to each Pfizer Program and, with respect to each Wave Program, expires on a program-by-program basis accordingly. Pfizer may terminate its rights related to a Pfizer Program under the Pfizer Collaboration Agreement at its own convenience upon 90 days’ notice to the Company. The Company may also terminate its rights related to a Wave Program at its own convenience upon 90 days’ notice to Pfizer. The Pfizer Collaboration Agreement may also be terminated by either party in the event of an uncured material breach of the Pfizer Collaboration Agreement by the other party. Pfizer nominated two hepatic targets upon entry into the Pfizer Collaboration in May 2016. The Pfizer Collaboration Agreement provided Pfizer with options to nominate up to three additional programs by making nomination milestone payments. Pfizer nominated the third, fourth and fifth hepatic targets in August 2016, March 2018 and April 2018, respectively. The Pfizer Collaboration is managed by a joint steering committee in which both parties are represented equally, which will oversee the scientific progression of each Pfizer Program up to the clinical candidate stage. During the four-year research term and for a period of two years thereafter, the Company has agreed to work exclusively with Pfizer with respect to using any of the Company’s stereopure oligonucleotide technology that is specific for the applicable hepatic target which is the basis of any Pfizer Program. Within a specified period after receiving a data package for a candidate under each nominated program, Pfizer may exercise an option to obtain a license to develop, manufacture and commercialize the program candidate by paying an exercise price per program. The Company assessed this arrangement in accordance with ASC 606 and concluded that the contract counterparty, Pfizer, is a customer. The Company identified the following promises under the arrangement: (1) the non-exclusive, royalty-free research and development license; (2) the research and development services for Programs 1 and 2; (3) the program nomination options for Programs 3, 4 and 5; (4) the research and development services associated with Programs 3, 4 and 5; (5) the options to obtain a license to develop, manufacture and commercialize Programs 1 and 2; and (6) the options to obtain a license to develop, manufacture and commercialize Programs 3, 4 and 5. The research and development services for each of Programs 1 and 2 were determined to not be distinct from the research and development license and should be combined into a single performance obligation for each program. The promises under the Pfizer Collaboration Agreement relate primarily to the research and development required by the Company for each of the programs nominated by Pfizer. Additionally, the Company determined that the program nomination options for Programs 3, 4 and 5 were priced at a discount and, as such, provide material rights to Pfizer, representing three separate performance obligations. The research and development services associated with Programs 3, 4 and 5 and the options to obtain a license to develop, manufacture and commercialize Programs 3, 4 and 5 are subject to Pfizer’s exercise of the program nomination options for such programs and therefore do not represent performance obligations at the outset of the arrangement. The options to obtain a license to develop, manufacture and commercialize Programs 1 and 2 do not represent material rights; as such, they are not representative of performance obligations at the outset of the arrangement. Based on these assessments, the Company identified five performance obligations in the Pfizer Collaboration Agreement: (1) research and development services and license for Program 1; (2) research and development services and license for Program 2; (3) material right provided for the option to nominate Program 3; (4) material right provided for the option to nominate Program 4; and (5) material right provided for the option to nominate Program 5. At the outset of the arrangement, the transaction price included only the $10.0 million up-front consideration received. The Company determined that the Pfizer Collaboration Agreement did not contain a significant financing component. The program nomination option exercise fees for research and development services associated with Programs 3, 4 and 5 that may be received are excluded from the transaction price until each customer option is exercised. The potential milestone payments were excluded from the transaction price, as all milestone amounts were fully constrained at the inception of the Pfizer Collaboration Agreement. The exercise fees for the options to obtain a license to develop, manufacture and commercialize Programs 3, 4 and 5 that may be received are excluded from the transaction price until each customer option is exercised. The Company will reevaluate the transaction price at the end of each reporting period and as uncertain events are resolved or other changes in circumstances occur, and, if necessary, will adjust its estimate of the transaction price. During the year ended December 31, 2017, it became probable that a significant reversal of cumulative revenue would not occur for a developmental milestone under the Pfizer Collaboration Agreement. At such time, the associated consideration was added to the estimated transaction price and allocated to the existing performance obligations, and the Company recognized a cumulative catch-up to revenue for this developmental milestone, representing the amount that would have been recognized had the milestone payment been included in the transaction price from the outset of the arrangement. The remainder will be recognized in the same manner as the remaining, unrecognized transaction price over the remaining period until each performance obligation is satisfied. Revenue associated with the performance obligations relating to Programs 1 and 2 is being recognized as revenue as the research and development services are provided using an input method, according to the full-time employee (“FTE”) hours incurred on each program and the FTE hours expected to be incurred in the future to satisfy the performance obligation. The transfer of control occurs over time and, in management’s judgment, this input method is the best measure of progress towards satisfying the performance obligation. The amount allocated to the three material rights will be recognized as the underlying research and development services are provided commencing from the date that Pfizer exercises each respective option, or immediately as each option expires unexercised. The amounts received that have not yet been recognized as revenue are recorded in deferred revenue on the Company’s consolidated balance sheet. Pfizer nominated the third, fourth and fifth hepatic targets in August 2016, March 2018 and April 2018, respectively. Upon each exercise, the Company allocated the transaction price amount allocated to the material right at inception of the arrangement plus the program nomination option exercise fee paid by Pfizer at the time of exercising the option to a new performance obligation, which will be recognized as revenue as the research and development services are provided using the same method as the performance obligations relating to Programs 1 and 2. The research term for the Pfizer Collaboration Agreement ended by its original terms in May 2020. Through December 31, 2020, the Company had recognized revenue of $18.5 million as collaboration revenue in the Company’s consolidated statements of operations and comprehensive loss under the Pfizer Collaboration Agreement. During the years ended December 31, 2020 and 2019, the Company recognized revenue of $1.5 million and $7.1 million, respectively, under the Pfizer Collaboration Agreement Takeda Collaboration and Equity Agreements In February 2018, Wave USA and Wave UK entered into a global strategic collaboration (the “Takeda Collaboration”) with Takeda Pharmaceutical Company Limited (“Takeda”), pursuant to which Wave USA, Wave UK and Takeda agreed to collaborate on the research, development and commercialization of oligonucleotide therapeutics for disorders of the Central Nervous System (“CNS”). The Takeda Collaboration provides Wave with at least $230.0 million in committed cash and Takeda with the option to co-develop and co-commercialize Wave’s CNS development programs in (1) Huntington’s disease (“HD”); (2) amyotrophic lateral sclerosis (“ALS”) and frontotemporal dementia (“FTD”); and (3) Wave’s discovery-stage program targeting ATXN3 four-year Simultaneously with Wave USA and Wave UK’s entry into the collaboration and license agreement with Takeda (the “Takeda Collaboration Agreement”), the Company entered into a share purchase agreement with Takeda (the “Takeda Equity Agreement,” and together with the Takeda Collaboration Agreement, the “Takeda Agreements”) pursuant to which it agreed to sell to Takeda 1,096,892 of its ordinary shares at a purchase price of $54.70 per share. In April 2018, the Company closed the Takeda Equity Agreement and received aggregate cash proceeds of $60.0 million. The Company did not incur any material costs in connection with the issuance of shares. With respect to Category 1 Programs, Wave will be responsible for researching and developing products and companion diagnostics for Category 1 Programs through completion of the first proof of mechanism study for such products. Takeda will have an exclusive option for each target and all associated products and companion diagnostics for such target, which it may exercise at any time through completion of the proof of mechanism study. If Takeda exercises this option, Wave will receive an opt-in payment and will lead manufacturing and joint clinical co-development activities and Takeda will lead joint co-commercial activities in the United States and all commercial activities outside of the United States. Global costs and potential profits will be shared 50:50 and Wave will be eligible to receive development and commercial milestone payments. In addition to its 50% profit share, Wave is eligible to receive option exercise fees and development and commercial milestone payments for each of the Category 1 Programs. With respect to Category 2 Programs, Wave has granted Takeda the right to exclusively license multiple preclinical programs during a four-year Under the Takeda Collaboration Agreement, each party grants to the other party specific intellectual property licenses to enable the other party to perform its obligations and exercise its rights under the Takeda Collaboration Agreement, including license grants to enable each party to conduct research, development and commercialization activities pursuant to the terms of the Takeda Collaboration Agreement. The term of the Takeda Collaboration Agreement commenced on April 2, 2018 and, unless terminated earlier, will continue until the date on which: (i) with respect to each Category 1 Program target for which Takeda does not exercise its option, the expiration or termination of the development program with respect to such target; (ii) with respect to each Category 1 Program target for which Takeda exercises its option, the date on which neither party is researching, developing or manufacturing any products or companion diagnostics directed to such target; or (iii) with respect to each Category 2 Program target, the date on which royalties are no longer payable with respect to products directed to such target. Takeda may terminate the Takeda Collaboration Agreement for convenience on 180 days’ notice, in its entirety or on a target-by-target basis. Subject to certain exceptions, each party has the right to terminate the Takeda Collaboration Agreement on a target-by-target basis if the other party, or a third party related to such party, challenges the patentability, enforceability or validity of any patents within the licensed technology that cover any product or companion diagnostic that is subject to the Takeda Collaboration Agreement. In the event of any material breach of the Takeda Collaboration Agreement by a party, subject to cure rights, the other party may terminate the Takeda Collaboration Agreement in its entirety if the breach relates to all targets or on a target-by-target basis if the breach relates to a specific target. In the event that Takeda and its affiliates cease development, manufacturing and commercialization activities with respect to compounds or products subject to the Takeda Collaboration Agreement and directed to a particular target, Wave may terminate the Takeda Collaboration Agreement with respect to such target. Either party may terminate the Takeda Collaboration Agreement for the other party’s insolvency. In certain termination circumstances, Wave would receive a license from Takeda to continue researching, developing and manufacturing certain products, and companion diagnostics. The Takeda Collaboration is managed by a joint steering committee in which both parties are represented equally. The joint steering committee is tasked with overseeing the scientific progression of each Category 1 Program and the Category 2 Programs. The Company assessed this arrangement in accordance with ASC 606 and concluded that the contract counterparty, Takeda, is a customer for Category 1 Programs prior to Takeda exercising its option, and for Category 2 Programs during the Category 2 Research Term. The Company identified the following material promises under the arrangement: (1) the non-exclusive, royalty-free research and development license for each Category 1 Program; (2) the research and development services for each Category 1 Program through completion of the first proof of mechanism study; (3) the exclusive option to license, co-develop and co-commercialize each Category 1 Program; (4) the right to exclusively license the Category 2 Programs; and (5) the research and preclinical development services of the Category 2 Programs through completion of IND-enabling studies. The research and development services for each Category 1 Program were determined to not be distinct from the research and development license and should therefore be combined into a single performance obligation for each Category 1 Program. The research and preclinical development services for the Category 2 Programs were determined to not be distinct from the exclusive licenses for the Category 2 Programs and should therefore be combined into a single performance obligation. Additionally, the Company determined that the exclusive option for each Category 1 Program was priced at a discount and, as such, provide material rights to Takeda, representing three separate performance obligations. Based on these assessments, the Company identified seven performance obligations in the Takeda Collaboration Agreement: (1) research and development services through completion of the first proof of mechanism and non-exclusive research and development license for HD; (2) research and development services through completion of the first proof of mechanism and non-exclusive research and development license for ALS and FTD; (3) research and development services through completion of the first proof of mechanism and non-exclusive research and development license for SCA3; (4) the material right provided for the exclusive option to license, co-develop and co-commercialize HD; (5) the material right provided for the exclusive option to license, co-develop and co-commercialize ALS and FTD; (6) the material right provided for the exclusive option to license, co-develop and co-commercialize SCA3; and (7) the research and preclinical development services and right to exclusively license the Category 2 Programs. At the outset of the arrangement, the transaction price included the $110.0 million upfront consideration received and the $60.0 million of committed research and preclinical funding for the Category 2 Programs. The Company determined that the Takeda Collaboration Agreement did not contain a significant financing component. The option exercise fees to license, co-develop and co-commercialize each Category 1 Program that may be received are excluded from the transaction price until each customer option is exercised. The potential milestone payments were excluded from the transaction price, as all milestone amounts were fully constrained at the inception of the Takeda Collaboration Agreement. The Company will reevaluate the transaction price at the end of each reporting period and, as uncertain events are resolved or other changes in circumstances occur, if necessary, will adjust its estimate of the transaction price. The Company allocated the transaction price to the performance obligations on a relative standalone selling price basis. For the performance obligations associated with the research and development services through completion of the first proof of mechanism and non-exclusive research and development license for HD; the research and development services through completion of the first proof of mechanism and non-exclusive research and development license for ALS and FTD; the research and development services through completion of the first proof of mechanism and non-exclusive research and development license for SCA3; and the research and preclinical development services and right to exclusively license the Category 2 Programs, the Company determined the standalone selling price using estimates of the costs to perform the research and development services, including expected internal and external costs for services and supplies, adjusted to reflect a profit margin. The total estimated cost of the research and development services reflected the nature of the services to be performed and the Company’s best estimate of the length of time required to perform the services. For the performance obligations associated with the material right provided for the exclusive option to license, co-develop and co-commercialize HD; the material right provided for the exclusive option to license, co-develop and co-commercialize ALS and FTD; and the material right provided for the exclusive option to license, co-develop and co-commercialize SCA3, the Company estimated the standalone fair value of the option to license each Category 1 Program utilizing an adjusted market assessment approach, and determined that any standalone fair value in excess of the amounts to be paid by Takeda associated with each option represented a material right. Revenue associated with the research and development services for each Category 1 Program performance obligation is being recognized as the research and development services are provided using an input method, according to the costs incurred on each Category 1 Program and the total costs expected to be incurred to satisfy each Category 1 Program performance obligation. Revenue associated with the research and preclinical development services for the Category 2 Programs performance obligation is being recognized as the research and preclinical development services are provided using an input method, according to the costs incurred on Category 2 Programs and the total costs expected to be incurred to satisfy the performance obligation. The transfer of control for these performance obligations occurs over time and, in management’s judgment, this input method is the best measure of progress towards satisfying the performance obligations. The amount allocated to the material right for each Category 1 Program option will be recognized on the date that Takeda exercises each respective option, or immediately as each option expires unexercised. The amounts received that have not yet been recognized as revenue are recorded in deferred revenue on the Company’s consolidated balance sheet. Through December 31, 2020 During the years ended December 31, 2020 and 2019, the Company recognized revenue of $18.6 million and $8.8 million, respectively, under the Takeda Collaboration Agreement in the Company’s consolidated statements of operations and comprehensive loss. The aggregate amount of the transaction price allocated to the Company’s unsatisfied and partially unsatisfied performance obligations and recorded in deferred revenue at December 31, 2020 is $133.0 million, of which $91.6 million is included in current liabilities. The Company expects to recognize revenue for the portion of the deferred revenue that relates to the research and development services for each Category 1 Program and the Category 2 Programs as costs are incurred over the remaining research term. The Company expects to recognize revenue for the portion of the deferred revenue that relates to the material right for each Category 1 Program option upon Takeda’s exercise of such option, or immediately as each option expires unexercised. The aggregate amount of the transaction price included in accounts receivable at December 31, 2020 is $30.0 million, all of which is included in current assets |
Share Capital
Share Capital | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Share Capital | 6. SHARE CAPITAL The following represents the historical ordinary share transactions of the Company from December 31, 2018 through December 31, 2020: • In January 2019, the Company closed a follow-on underwritten public offering of 3,950,000 ordinary shares at a purchase price of $38.00 per share for gross proceeds of $150.1 million, and in February 2019 the Company closed the sale of an additional 592,500 ordinary shares (collectively, the “January 2019 Offering”) for gross proceeds of an additional $22.5 million. The net proceeds to the Company from the January 2019 Offering were $161.8 million, after deducting underwriting discounts and commissions and offering expenses. • In September 2020, the Company closed a follow-on underwritten public offering of 8,333,334 ordinary shares at a purchase price of $12.00 per share for gross proceeds of $100.0 million (the “September 2020 Offering”). The net proceeds to the Company from the September 2020 Offering were $93.7 million, after deducting underwriting discounts and commissions and offering expenses • The Company entered into an open market sales agreement with Jefferies LLC in May 2019, as amended in March 2020, for its at-the-market equity program. The Company first sold shares under the at-the-market equity program in 2020. During the year ended December 31, 2020 Features of the Series A Preferred Shares and Ordinary Shares The Series A preferred shares and ordinary shares have no Voting The holders of Series A preferred shares are not entitled to vote on any of the matters proposed to shareholders, other than as specified in the Company's Constitution. The holders of ordinary shares are entitled to one Dividends All dividends, if any, shall be declared and paid pro rata according to the number of shares held by each member entitled to receive dividends. The Company’s board of directors may deduct from any dividend all sums of money presently payable by the member to the Company on account of calls. Liquidation In the event of a liquidation, dissolution or winding up of, or a return of capital by the Company, the ordinary shares will rank equally with the Series A preferred shares after the payment of the liquidation preference of an aggregate of approximately $10 thousand for Series A preferred shares. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-Based Compensation | 7. SHARE-BASED COMPENSATION In December 2014, the Company’s board of directors adopted the Wave Life Sciences Ltd. 2014 Equity Incentive Plan (the “2014 Plan”). The 2014 Plan authorizes the board of directors or a committee of the board to grant incentive share options, non-qualified share options, share appreciation rights, restricted awards, which include restricted shares and restricted share units (“RSUs”), and performance awards to eligible employees, consultants and directors of the Company. The Company accounts for grants to its board of directors as grants to employees. As of December 31, 2020, 2,324,228 ordinary shares remained available for future grant under the 2014 Plan. In accordance with Nasdaq Listing Rule 5635(c)(4), the board of directors or a committee of the board may also issue inducement grants outside of the 2014 Plan . Share option activity under the 2014 Plan is summarized as follows: Number of Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) ( 1) Outstanding as of January 1, 2020 3,838,549 $ 19.54 Granted 1,024,010 8.55 Exercised (288,270 ) 2.57 Forfeited or cancelled (700,894 ) 31.91 Outstanding as of December 31, 2020 3,873,395 $ 15.67 5.63 $ 5,794 Options exercisable as of December 31, 2020 2,783,041 $ 16.37 4.58 $ 5,792 (1) The aggregate intrinsic value of options is calculated as the difference between the exercise price of the share options and the fair value of the Company’s ordinary shares for those share options that had exercise prices lower than the fair value of the ordinary shares as of the end of the period. Options generally vest over periods of one to four years, and options that are forfeited or cancelled are available to be granted again. The contractual life of options is generally five or ten years from the grant date. Of the options granted in 2020, 103,000 options were granted outside of the 2014 Plan, as inducement grants material to certain individuals entering into employment with the Company. The assumptions used in the Black-Scholes option pricing model to determine the fair value of share options granted to employees during the period were as follows: For the Year Ended December 31, 2020 2019 Risk-free interest rate 0.19% – 0.84% 1.34% – 2.62% Expected term (in years) 3.0 – 6.1 3.0 – 6.1 Expected volatility 69% – 74% 68% – 74% Expected dividend yield 0% 0% There were no options granted to non-employees during the years ended December 31, 2020 and 2019 RSU activity for the year ended December 31, 2020 is summarized as follows: RSUs Average Grant Date Fair Value (in dollars per share) Outstanding as of January 1, 2020 1,751,862 $ 41.81 Granted 77,125 9.17 Vested (208,123 ) 39.98 Forfeited (440,649 ) 37.59 RSUs Outstanding at December 31, 2020 1,180,215 $ 41.57 RSUs that are forfeited are available to be granted again. Of the RSUs outstanding at December 31, 2020, 452,194 are time-based RSUs and 728,021 are performance-based RSUs. Time-based RSUs generally vest over periods of one to four years. Vesting of the performance-based RSUs is contingent on the occurrence of certain regulatory or commercial milestones. The Company did not recognize expense in 2020 or 2019 related to the performance-based RSUs as the related milestones were not considered probable of achievement. Of the RSUs granted in 2020, 27,000 were granted outside of the 2014 Plan, as inducement grants material to certain individuals entering into employment with the Company. As of December 31, 2020, the unrecognized compensation cost related to outstanding options was $7.2 million. The unrecognized compensation cost related to outstanding options is expected to be recognized over a weighted-average period of approximately 1.5 years. For the years ended December 31, 2020 and 2019, the weighted-average grant date fair value per granted option was $5.07 and $11.95, respectively. The aggregate fair value of options that vested during the years ended December 31, 2020 and 2019 was $9.6 million and $15.2 million, respectively. The unrecognized compensation costs related to outstanding time-based RSUs was $10.7 million as of December 31, 2020, and is expected to be recognized over a weighted-average period of approximately 2.0 years. The total fair value of RSUs vested during the years ended December 31, 2020 and 2019 was $1.6 million and $4.2 million, respectively. Employee Share Purchase Plan The Wave Life Sciences Ltd. Employee Share Purchase Plan (“ESPP”) allows all full-time and certain part-time employees to purchase the Company’s ordinary shares at a discount to fair market value. th th Share-based compensation expense for the years ended December 31, 2020 and 2019 is classified as operating expenses in the consolidated statements of operations and comprehensive loss as follows: For the Year Ended December 31, 2020 2019 (in thousands) Research and development expenses $ 6,779 $ 9,479 General and administrative expenses 7,517 10,030 Total share-based compensation expense $ 14,296 $ 19,509 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Leases | 8. LEASES Lease Arrangements The Company enters into lease arrangements for its facilities. A summary of the arrangements is as follows: Operating Leases On September 26, 2016, and as amended on December 31, 2016, the Company entered into a 10 year and 9 month lease, which includes two successive five-year As of December 31, 2018, the Company had received $11.4 million of tenant improvement allowances, which was the maximum amount allowed per the lease for the Lexington, Massachusetts facility. In applying the ASC 842 transition guidance, the Company utilized the operating lease classification and recorded a lease liability and a right-of-use asset on the ASC 842 effective date, with the lease incentive obligation being de-recognized and serving to reduce the right-of-use asset. In April 2015, the Company entered into a lease agreement for an office and laboratory facility in Cambridge, Massachusetts (the “Cambridge Lease”), which commenced in October 2015 with a term of 7.5 years with a five-year As required under the terms of the lease agreement, the Company has placed restricted cash in a separate bank account In December 2020, the Company exercised its option under the Cambridge Lease to lease the additional office and laboratory space at the existing facility The following table contains a summary of the lease costs recognized under ASC 842 and other information pertaining to the Company’s operating leases for the year ended December 31, 2020: For the Year Ended December 31, 2020 2019 (in thousands) Lease cost Operating lease cost $ 4,472 $ 4,472 Total lease cost $ 4,472 $ 4,472 Other information Operating cash flows used for operating leases $ 5,846 $ 5,675 Operating lease liabilities arising from obtaining right-of-use assets $ — $ — Weighted average remaining lease term 6.4 years 7.3 years Weighted average discount rate 8.5 % 8.5 % Future minimum lease payments under the Company’s non-cancelable operating leases as of December 31, 2020, are as follows: As of December 31, 2020 (in thousands) 2021 6,021 2022 6,201 2023 5,236 2024 5,002 2025 5,152 Thereafter 10,773 Total lease payments $ 38,385 Less: imputed interest (9,080 ) Total operating lease liabilities $ 29,305 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. COMMITMENTS AND CONTINGENCIES Unasserted Claims In the ordinary course of business, the Company may be subject to legal proceedings, claims and litigation as the Company operates in an industry susceptible to patent and other legal claims. The Company accounts for estimated losses with respect to legal proceedings and claims when such losses are probable and estimable. Legal costs associated with these matters are expensed when incurred. The Company is not currently a party to any material legal proceedings. |
Net Loss Per Ordinary Share
Net Loss Per Ordinary Share | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Net Loss Per Ordinary Share | 10. NET LOSS PER ORDINARY SHARE Basic loss per share is computed by dividing net loss attributable to ordinary shareholders by the weighted-average number of ordinary shares outstanding: Year Ended December 31, 2020 2019 (in thousands except share and per share data) Numerator: Net loss attributable to ordinary shareholders $ (149,910 ) $ (193,638 ) Denominator: Weighted-average ordinary shares outstanding 39,227,618 33,866,487 Net loss per share, basic and diluted $ (3.82 ) $ (5.72 ) The Company’s potentially dilutive shares, which include outstanding share options to purchase ordinary shares and restricted share units, are considered to be ordinary share equivalents and are only included in the calculation of diluted net loss per share when their effect is dilutive. The following potential ordinary shares, presented based on amounts outstanding at each period end, were excluded from the calculation of diluted net loss per share attributable to ordinary shareholders for the periods indicated because including them would have had an anti-dilutive effect: As of December 31, 2020 2019 Options to purchase ordinary shares 3,873,395 3,838,549 RSUs 1,180,215 1,751,862 Series A preferred shares 3,901,348 3,901,348 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. INCOME TAXES The components of loss before income taxes were as follows: Year Ended December 31, 2020 2019 (in thousands) Singapore $ (9,931 ) $ (5,931 ) Rest of world (140,820 ) (187,707 ) Loss before income taxes $ (150,751 ) $ (193,638 ) During the year ended December 31, 2020, the Company recorded an income tax benefit of $0.8 million, which was primarily due to the release of a portion of the Company’s uncertain tax positions as a result of a lapse in the statute of limitations. During the year ended December 31, 2019, the Company recorded no income tax benefit or provision. During the year ended December 31, 2020, the Company recorded no income tax benefit for the net operating losses incurred in Singapore and the United Kingdom, due to uncertainty regarding future taxable income in those jurisdictions. During the year ended December 31, 2019, the Company recorded income tax benefit for the net operating losses incurred in Singapore, the United States, and the United Kingdom, due to uncertainty regarding future taxable income in those jurisdictions In May 2016, the Company established a wholly-owned subsidiary in Ireland, however no income tax expense or benefit has been recorded during the years ended December 31, 2020 or 2019. The components of the benefit (provision), net for income taxes were as follows: Year Ended December 31, 2020 2019 (in thousands) Current benefit (provision), net for income taxes: Singapore $ — $ — Rest of world 841 — Total current benefit (provision), net for income taxes $ 841 $ — Deferred benefit (provision), net for income taxes: Singapore $ — $ — Rest of world — — Total deferred benefit (provision), net for income taxes $ — $ — Total benefit (provision), net for income taxes $ 841 $ — A reconciliation of the Singapore statutory income tax rate to the Company’s effective income tax rate is as follows: Year Ended December 31, 2020 2019 Singapore statutory income tax rate 17.0 % 17.0 % Federal and state tax credits 5.4 9.4 Permanent differences (2.4 ) (1.5 ) Changes in reserves for uncertain tax positions (1.3 ) (3.2 ) Foreign rate differential 6.1 7.0 Tax rate change 2.6 (0.4 ) Other (1.2 ) 1.3 Change in deferred tax asset valuation allowance (25.6 ) (29.6 ) Effective income tax rate 0.6 % — The components of the Company’s deferred tax assets and liabilities as of December 31, 2020 and 2019 are as follows: December 31, 2020 2019 (in thousands) Deferred tax assets: Net operating loss carryforwards $ 133,841 $ 89,585 Federal and state tax credits 36,151 31,336 Share-based compensation 5,880 6,342 Accumulated amortization 962 11,169 Operating lease liabilities 8,006 8,892 Deferred revenue 13,956 14,299 Other 1,146 424 Total deferred tax assets 199,942 162,047 Valuation allowance (195,381 ) (156,680 ) Net deferred tax assets 4,561 5,367 Deferred tax liabilities: Operating lease right-of-use assets (4,435 ) (4,945 ) Accumulated depreciation (117 ) (422 ) Other (9 ) — Total deferred tax liabilities (4,561 ) (5,367 ) Net deferred tax assets (liabilities) $ — $ — A roll-forward of the valuation allowance for the years ended December 31, 2020 and 2019 is as follows: Year Ended December 31, 2020 2019 (in thousands) Balance at beginning of year $ 156,680 $ 99,438 Increase in valuation allowance 38,653 57,235 Effect of foreign currency translation 48 7 Balance at end of year $ 195,381 $ 156,680 As of December 31, 2020, the Company had federal net operating loss carryforwards in the United States of $213.5 million, $211.5 million of which may be available to offset future income tax liabilities indefinitely, while $2.0 million of carryforwards that were in existence as of December 31, 2017 may offset future income tax liabilities up through 2037. As of December 31, 2020, the Company had state net operating loss carryforwards of $206.0 million that will begin to expire in 2038. As of December 31, 2020 and 2019, the Company had U.S. federal research and development tax credit carryforwards of approximately $10.3 million and $8.9 million, respectively, available to offset future U.S. federal income taxes and will begin to expire in 2031. As of December 31, 2020 and 2019, the Company had state research and development tax credit carryforwards of approximately $7.4 million and $6.3 million, respectively, available to offset future state income taxes and will begin to expire in 2033, and state investment tax credit carryforwards of $0.7 million and $1.1 million, respectively, that will begin to expire in 2021. As of December 31, 2020, the Company had a U.S. orphan drug credit carryforward of $19.4 million that will begin to expire in 2037. As of December 31, 2020 and 2019, the Company had net operating loss carryforwards in Japan of $3.0 million and $2.9 million, respectively, which may be available to offset future income tax liabilities and begin to expire in 2023. As of December 31, 2020 and 2019, the Company had net operating loss carryforwards in Singapore of $179.3 million and $171.6 million, respectively, which may be available to offset future income tax liabilities and can be carried forward indefinitely. As of December 31, 2020 and 2019, the Company had net operating loss carryforwards in the United Kingdom of $233.3 million and $133.1 million, which may be available to offset future income tax liabilities and can be carried forward indefinitely. The Company has evaluated the positive and negative evidence bearing upon its ability to realize its deferred tax assets. As of December 31, 2020, management has considered the Company’s history of cumulative net losses incurred since inception and its lack of commercialization of any products or generation of any revenue from product sales since inception and has concluded that it is more likely than not that the Company will not realize the benefits of the deferred tax assets in all jurisdictions. Accordingly, a full valuation allowance has been established against those deferred tax assets as of December 31, 2020 The valuation allowance increased by approximately $38.7 million in 2020 and $57.2 million in 2019 primarily as a result of operating losses generated with no corresponding financial statement benefit. The Company may release this valuation allowance when management determines that it is more-likely-than-not that the deferred tax assets will be realized. Any release of valuation allowance will be recorded as a tax benefit either increasing net income or decreasing net loss. The Company’s reserves related to taxes and its accounting for uncertain tax positions are based on a determination of whether and how much of a tax benefit taken by the Company in its tax filings or positions is more-likely-than-not to be realized following resolution of any potential contingencies present related to the tax benefit. A summary of activity in the Company’s unrecognized tax benefits is as follows: 2020 2019 (in thousands) Unrecognized tax benefit at the beginning of the year $ 16,682 $ 10,219 Tax positions related to prior years (310 ) (14 ) Tax positions related to statute lapse (313 ) (23 ) Tax positions related to the current year 2,357 6,500 Unrecognized tax benefit at the end of the year $ 18,416 $ 16,682 As of December 31, 2020 and 2019, the total amount of gross unrecognized tax benefits, which excludes interest and penalties, was $18.4 million and $16.7 million, respectively. At December 31, 2020, $0.2 million of the net unrecognized tax benefits would affect the Company’s annual effective tax rate if recognized. The Company anticipates that $0.2 million of the total unrecognized tax benefits at December 31, 2020 will decrease within the next twelve months due to a statute lapse. The Company’s policy is to record interest and penalties related to uncertain tax positions as part of its income tax provision. As of December 31, 2020 and 2019, the Company had recorded less than $0.1 million of interest or penalties related to uncertain tax positions. The Company files income tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by various tax authorities in the United States, Japan, Singapore and the United Kingdom. Tax years from 2016 to the present are still open to examination in the United States, from 2016 to the present in Japan, from 2016 to the present in Singapore and from 2018 to the present in the United Kingdom. To the extent that the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the tax authorities to the extent utilized in a future period. As of December 31, 2020 and 2019, $61.0 million and $17.2 million, respectively, of cash was held by the subsidiaries outside of Singapore. The Company does not provide for Singapore income tax or foreign withholding taxes on foreign unrepatriated earnings, as the Company intends to permanently reinvest undistributed earnings in its foreign subsidiaries. If the Company decides to change this assertion in the future to repatriate any additional foreign earnings, the Company may be required to accrue and pay taxes. Because of the complexity of Singapore and foreign tax rules applicable to the distribution of earnings from foreign subsidiaries to Singapore, the determination of the unrecognized deferred tax liability on these earnings is not practicable. Utilization of the net operating loss carryforwards and research and development tax credit carryforwards in the United States may be subject to a substantial annual limitation under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), due to ownership changes that have occurred previously or that could occur in the future. These ownership changes may limit the amount of carryforwards that can be utilized annually to offset future taxable income. In general, an ownership change, as defined by Section 382, results from transactions increasing the ownership of certain shareholders or public groups in the shares of a corporation by more than 50% over a three-year period. In 2018, the Company completed a study to assess whether an ownership change has occurred or whether there have been multiple ownership changes since its formation. The results of this study indicated that the Company experienced ownership changes as defined by Section 382 of the Code. Based on the results of the study, management has determined that the limitations will not have a material impact on the Company’s ability to utilize its net operating losses and research and development credit carryforwards to offset future tax liabilities. Should an ownership change have occurred after December 31, 2018 or occur in the future, the Company’s ability to utilize its net operating losses and research and development tax credit carryforwards may be limited. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2020 | |
Postemployment Benefits [Abstract] | |
Employee Benefit Plans | 12. EMPLOYEE BENEFIT PLANS The Company has a 401(k) retirement and savings plan (the “401(k) Plan”) covering employees of Wave USA. The 401(k) Plan allows employees to make contributions up to the maximum allowable amount set by the Internal Revenue Service. Under the 401(k) Plan, the Company may make discretionary contributions as approved by the board of directors. The Company made contributions of $0.9 million and $1.0 million in the years ended December 31, 2020 and 2019, respectively. |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Parties | 13. RELATED PARTIES The Company had the following related party transactions for the periods presented in the accompanying consolidated financial statements: • In 2012, the Company entered into a consulting agreement for scientific advisory services with Dr. Gregory L. Verdine, one of the Company’s founders and a member of the Company’s board of directors. The consulting agreement does not have a specific term and may be terminated by either party upon 14 days’ prior written notice. Pursuant to the consulting agreement, the Company pays Dr. Verdine approximately $13 thousand per month, plus reimbursement for certain expenses. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Cash Equivalents | Cash Equivalents The Company considers all highly liquid securities with original final maturities of three months or less from the date of purchase to be cash equivalents. Cash equivalents are comprised of funds in money market accounts. |
Principles of Consolidation | Principles of Consolidation The Company’s consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions reflected in these consolidated financial statements include the assumptions used to determine the fair value of share-based awards, the Company’s revenue recognition policy, particularly, (a) assessing the number of performance obligations; (b) determining the transaction price; (c) allocating the transaction price to the performance obligations in the contract; and (d) determining the pattern over which performance obligations are satisfied, including estimates to complete performance obligations |
Segment Data | Segment Data The Company manages its operations as a single |
Going Concern | Going Concern At each reporting period, the Company evaluates whether there are conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The Company is required to make certain additional disclosures if it concludes substantial doubt exists and it is not alleviated by the Company’s plans or when its plans alleviate substantial doubt about the Company’s ability to continue as a going concern. The Company’s evaluation entails analyzing prospective operating budgets and forecasts for expectations of the Company’s cash needs and comparing those needs to the current cash and cash equivalent balance. |
Foreign Currency Translation | Foreign Currency Translation The functional currency is the U.S. dollar for all of the Company’s entities aside from Wave Japan, which has the Japanese Yen as its functional currency. Assets and liabilities of Wave Japan are translated at period end exchange rates while revenues and expenses of Wave Japan are translated at average exchange rates for the period. Net unrealized gains and losses from foreign currency translation are reflected as other comprehensive income (loss) within the consolidated statements of Series A preferred shares and shareholders’ equity and the consolidated statements of operations and comprehensive loss. Gains and losses on foreign currency transactions are included in the consolidated statements of operations and comprehensive loss within other income, net. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company is required to disclose information on all assets and liabilities reported at fair value that enables an assessment of the inputs used in determining the reported fair values. The fair value hierarchy is a hierarchy of inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the financial instrument based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the financial instrument and are developed based on the information available in the circumstances. The fair value hierarchy applies only to the valuation inputs used in determining the reported fair value of the investments and is not a measure of the investment credit quality. The hierarchy defines three levels of valuation inputs: Level 1—Unadjusted quoted prices in active markets that are accessible at the measurement date of identical, unrestricted assets. Level 2—Quoted prices for similar assets, or inputs that are observable, either directly or indirectly, for substantially the full term through corroboration with observable market data. Level 2 includes investments valued at quoted prices adjusted for legal or contractual restrictions specific to the security. Level 3—Pricing inputs are unobservable for the asset, that is, inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset. Level 3 includes private investments that are supported by little or no market activity. Cash, cash equivalents and restricted cash are Level 1 assets which are comprised of funds held in checking and money market accounts. |
Concentration of Credit Risk | Concentration of Credit Risk Cash and cash equivalents are financial instruments that potentially subject the Company to concentration of credit risk. The Company uses several financial institutions to maintain its cash and cash equivalents, all of which are high quality, accredited financial institutions and, accordingly, such funds are subject to minimal credit risk. The Company has not experienced any losses in such accounts and management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. The Company has no financial instruments with off-balance sheet risk of loss. |
Restricted Cash | Restricted Cash Restricted cash consists primarily of cash placed in separate restricted bank accounts as required under the terms of the Company’s lease agreements for its Cambridge, Massachusetts and Lexington, Massachusetts facilities (refer to Note 8). As of December 31, 2020 and 2019, the Company had $3.7 million and $3.6 million of restricted cash, respectively, of which $1.0 million related to the Cambridge facility and the remainder related to the Lexington facility. |
Property and Equipment | Property and Equipment Property and equipment, which consists primarily of equipment, furniture, software and leasehold improvements, are stated at cost less accumulated depreciation. Depreciation is calculated on a straight-line basis over the following estimated useful lives of the assets: Equipment, Furniture and Software 3-7 years Leasehold Improvements Shorter of asset life or lease term Depreciation begins at the time the asset is placed in service. Maintenance and repairs are charged to operations as incurred. Upon retirement or sale, the cost of the disposed asset and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statements of operations and comprehensive loss. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets consist of property and equipment. Long-lived assets are reviewed for impairment whenever events or other changes in circumstances indicate that the carrying amount may not be recoverable. Certain factors may exist or events may occur that indicate that impairment exists including, but not limited to, the following: significant underperformance relative to historical or projected future operating results; significant changes in the manner of use of the underlying assets; and significant adverse industry or market economic trends. When performing the impairment assessment for long-lived assets, the Company compares the carrying value of such assets to the estimated undiscounted future net cash flows expected from the use of the assets and their eventual disposition. In the event that the carrying value of the assets is determined to be unrecoverable, the Company would estimate the fair value of the assets and record an impairment charge for the excess of the carrying value over the fair value. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). This standard applies to all contracts with customers, except for contracts that are within the scope of other standards, such as leases, insurance, and financial instruments. Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the entity performs the following five-step analysis: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step analysis to contracts when it is probable that the entity will collect the consideration to which it is entitled in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract, determines those that are performance obligations, and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. The Company has entered into collaboration agreements for research, development, and commercial services, under which the Company licenses certain rights to its product candidates to third parties. The terms of these arrangements typically include payment to the Company of one or more of the following: non-refundable, upfront license fees; reimbursement of certain costs; customer option exercise fees; development, regulatory and commercial milestone payments; and royalties on net sales of licensed products. Any variable consideration is constrained and, therefore, the cumulative revenue associated with this consideration is not recognized until it is deemed not to be at significant risk of reversal. In determining the appropriate amount of revenue to be recognized as the Company fulfills its obligations under each of its agreements for which the collaboration partner is also a customer, the Company performs the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. As part of the accounting for these arrangements, the Company must use significant judgment to determine: (a) the number of performance obligations based on the determination under step (ii) above; (b) the transaction price under step (iii) above; and (c) the timing of satisfaction of performance obligations as a measure of progress in step (v) above. The Company uses significant judgment to determine whether milestones or other variable consideration, except for royalties, should be included in the transaction price as described further below. Amounts received prior to being recognized as revenue Licenses of intellectual property: In assessing whether a promise or performance obligation is distinct from the other promises, the Company considers factors such as the research, development, manufacturing and commercialization capabilities of the customer and the availability of the associated expertise in the general marketplace. In addition, the Company considers whether the customer can benefit from a promise for its intended purpose without the receipt of the remaining promise, whether the value of the promise is dependent on the unsatisfied promise, whether there are other vendors that could provide the remaining promise, and whether it is separately identifiable from the remaining promise. For licenses that are combined with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Research and development services : If an arrangement is determined to contain a promise or obligation for the Company to perform research and development services, the Company must determine whether these services are distinct from other promises in the arrangement. In assessing whether the services are distinct from the other promises, the Company considers the capabilities of the customer to perform these same services. In addition, the Company considers whether the customer can benefit from a promise for its intended purpose without the receipt of the remaining promise, whether the value of the promise is dependent on the unsatisfied promise, whether there are other vendors that could provide the remaining promise, and whether it is separately identifiable from the remaining promise. For research and development services that are combined with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Customer options: If an arrangement is determined to contain customer options that allow the customer to acquire additional goods or services, the goods and services underlying the customer options are not considered to be performance obligations at the outset of the arrangement, as they are contingent upon option exercise. The Company evaluates the customer options for material rights, that is, the option to acquire additional goods or services for free or at a discount. If the customer options are determined to represent a material right, the material right is recognized as a separate performance obligation at the outset of the arrangement. The Company allocates the transaction price to material rights based on the standalone selling price. As a practical alternative to estimating the standalone selling price when the goods or services are both (i) similar to the original goods and services in the contract and (ii) provided in accordance with the terms of the original contract, the Company allocates the total amount of consideration expected to be received from the customer to the total goods or services expected to be provided to the customer. Amounts allocated to any material right are not recognized as revenue until the option is exercised and the performance obligation is satisfied. Milestone payments: At the inception of each arrangement that includes milestone payments, the Company evaluates whether a significant reversal of cumulative revenue provided in conjunction with achieving the milestones is probable, and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant reversal of cumulative revenue would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the control of the Company or the licensee, such as regulatory approvals, are not considered probable of being achieved until those approvals are received. For other milestones, the Company evaluates factors such as the scientific, clinical, regulatory, commercial, and other risks that must be overcome to achieve the particular milestone in making this assessment. There is considerable judgment involved in determining whether it is probable that a significant reversal of cumulative revenue would not occur. At the end of each subsequent reporting period, the Company reevaluates the probability of achievement of all milestones subject to constraint and, if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenues and earnings in the period of adjustment. Royalties: For arrangements that include sales-based royalties, including milestone payments based on a level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). To date, the Company has not recognized any royalty revenue resulting from any of its licensing arrangements. Contract costs : The Company recognizes as an asset the incremental costs of obtaining a contract with a customer if the costs are expected to be recovered. As a practical expedient, the Company recognizes the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that it otherwise would have recognized is one year or less. To date, the Company has not incurred any incremental costs of obtaining a contract with a customer. For additional discussion of accounting for collaboration revenues, see Note 5. |
Research and Development Expenses | Research and Development Expenses Research and development expenses are expensed as incurred. External development costs are recognized based on an evaluation of the progress to completion of specific tasks. Payments for these activities are based on the terms of the individual agreements, which may differ from the pattern of costs incurred, and are reflected in the accompanying consolidated balance sheets as prepaid or accrued expenses. |
License Agreements and Patent Costs | License Agreements and Patent Costs Costs associated with licenses of technology and patent costs are expensed as incurred and are generally included in research and development expense in the consolidated statements of operations and comprehensive loss. |
Refundable Tax Credits | Refundable Tax Credits The Company is eligible for refundable tax credits with tax authorities for certain qualified operating expenses. The Company recognizes refundable tax credits when there is reasonable assurance that the Company will comply with the requirements of the refundable tax credit and that the refundable tax credit will be received. Refundable tax credits are recorded as income and classified in other income, net in the consolidated statements of operations and comprehensive loss. |
Net Loss per Share | Net Loss per Share Basic net loss per share is computed using the weighted-average number of ordinary shares outstanding during the period. Diluted net loss per share is computed using the sum of the weighted-average number of ordinary shares outstanding during the period and, if dilutive, the weighted-average number of potential ordinary shares, including the assumed exercise of share options. The Company applies the two-class method to calculate its basic and diluted net loss per share attributable to ordinary shareholders, as its Series A preferred shares are participating securities. The two-class method is an earnings allocation formula that treats a participating security as having rights to earnings that otherwise would have been available to ordinary shareholders. However, for the periods presented, the two-class method does not impact the net loss per ordinary share as the Company was in a net loss position for each of the periods presented and holders of Series A preferred shares do not participate in losses. The Company’s Series A preferred shares contractually entitle the holders of such shares to participate in dividends but do not contractually require the holders of such shares to participate in losses of the Company. Accordingly, for periods in which the Company reports a net loss attributable to ordinary shareholders, diluted net loss per share attributable to ordinary shareholders is the same as basic net loss per share attributable to ordinary shareholders, since dilutive ordinary shares are not assumed to have been issued if their effect is anti-dilutive. |
Share-Based Compensation | Share-Based Compensation The Company measures and recognizes share-based compensation expense, for both employee and director option awards, based on the grant date fair value of the awards. The Company calculates the fair value of restricted share unit awards based on the grant date fair value of the underlying ordinary shares. The Company recognizes share-based compensation expense on a straight-line basis over the requisite service period of the awards, which is generally the vesting period. The Company determines the fair value of share-based awards granted to non-employees as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. All equity instruments issued to non-employees as consideration for goods or services received by the Company are accounted for based on the fair value of the equity instruments issued. These awards are recorded in expense and additional paid-in capital in shareholders’ equity over the applicable service periods based on the fair value of the options at the end of each period. The Company accounts for the expense from share-based awards to non-employees by re-measuring the awards at fair value over the vesting period. The Company classifies share-based compensation expense in its consolidated statements of operations and comprehensive loss in the same manner in which the award recipient’s compensation costs are classified or in which the award recipient’s service payments are classified. The fair value of each share option grant was determined using the methods and assumptions discussed below. These inputs are generally subjective and require significant judgment and estimation by management. • Fair Value of Ordinary Shares The fair value of the ordinary shares underlying the Company’s share-based awards is based on the closing price of the Company’s ordinary shares as reported by the Nasdaq Global Market on the date of grant. • Expected Term The expected term of share options represents the weighted-average period that the share options are expected to remain outstanding. The Company estimated the expected term using the simplified method, which is an average of the contractual term of the option and the vesting period. • Expected Volatility Since there is limited historical data for the Company’s ordinary shares and limited company-specific historical volatility, it has determined the share price volatility for options granted based on an analysis of the volatility used by a peer group of publicly traded companies. In evaluating similarity, the Company considers factors such as industry, stage of life cycle and size. • Risk-free Interest Rate The risk-free interest rate is based on the U.S. Treasury yield in effect at the time of the grant for zero-coupon U.S. Treasury notes with remaining terms similar to the expected term of the options. • Dividend Rate The expected dividend was assumed to be zero as the Company has never paid dividends and has no current plans to do so. |
Income Taxes | Income Taxes The Company accounts for income taxes using an asset and liability approach, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements but have not been reflected in taxable income. A valuation allowance is established to reduce deferred tax assets to their estimated realizable value. Therefore, the Company provides a valuation allowance to the extent that it is more likely than not that all or a portion of the deferred tax assets will not be realized in the future. The Company accounts for uncertainty in income taxes recognized in the financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the tax authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties. The Company recognizes interest and penalties related to uncertain tax positions in the income tax provision on the consolidated statements of operations and comprehensive loss. The Company has certain service arrangements in place between its U.S., Japan, U.K. and Singapore entities, which include transfer pricing assumptions. The determination of the appropriate level of transfer pricing requires judgment based on transfer pricing analyses of comparable companies. The Company monitors the nature of its service arrangements for changes in its operations as well as economic conditions. The Company also periodically reviews the transfer pricing analyses for changes in the composition in the pool of comparable companies as well as the related ongoing results of the comparable companies. |
Leases | Leases Effective January 1, 2019, the Company adopted ASC 842, Leases (“ASC 842”), using the modified retrospective approach and utilizing the effective date as its date of initial application, for which prior periods are presented in accordance with the previous guidance in ASC 840, Leases (“ASC 840”). In February 2016, the FASB issued ASU No. 2016-02, Leases (“ASU 2016-02”), which was further clarified when the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases (“ASU 2018-10”), ASU No. 2018-11, Leases (Topic 842)—Targeted Improvements (“ASU 2018-11”), and ASU No. 2019-01, Codification Improvements to Topic 842, Leases (“ASU 2019-01”). The adoption of ASC 842, in accordance with ASU 2016-02, ASU 2018-10, ASU 2018-11, and ASU 2019-01, requires a lessee to recognize assets and liabilities on the balance sheet for operating leases and changes many key definitions, including the definition of a lease. ASC 842 includes a short-term lease exception for leases with a term of 12 months or less, in which a lessee can make an accounting policy election not to recognize lease assets and lease liabilities. Lessees will continue to differentiate between finance leases (previously referred to as capital leases) and operating leases, using classification criteria that are substantially similar to the previous guidance. For lessees, the recognition, measurement, and presentation of expenses and cash flows arising from a lease have not significantly changed from previous U.S. GAAP. Lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The modified retrospective approach includes a number of optional practical expedients that entities may elect to apply, as well as transition guidance specific to nonstandard leasing transactions. As further described above, the Company adopted ASC 842 on January 1, 2019 using a cumulative-effect adjustment on the effective date of the standard, for which comparative periods are presented in accordance with the previous guidance in ASC 840. In adopting ASC 842, the Company elected to utilize the available package of practical expedients permitted under the transition guidance within the new standard, which does not require the reassessment of the following: i) whether existing or expired arrangements are or contain a lease, ii) the lease classification of existing or expired leases, and iii) whether previous initial direct costs would qualify for capitalization under the new lease standard. Additionally, the Company made an accounting policy election to not recognize on the balance sheet leases with a term of 12 months or less. At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present in the arrangement. Most leases with a term greater than one year are recognized on the balance sheet as right-of-use assets and short-term and long-term lease liabilities, as applicable. The Company typically only includes an initial lease term in its assessment of a lease arrangement. Options to renew a lease are not included in the Company’s assessment unless there is reasonable certainty that the Company will renew the lease. The Company monitors its plans to renew its leases on a quarterly basis. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected remaining lease term. Certain adjustments to the right-of-use asset may be required for items such as incentives received. The interest rate implicit in lease contracts is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rate, which reflects the fixed rate at which the Company could borrow on a collateralized basis the amount of the lease payments in the same currency, for a similar term, in a similar economic environment. In transition to ASC 842, the Company utilized the remaining lease term of its leases in determining the appropriate incremental borrowing rates. In accordance with ASC 842, components of a lease should be split into three categories: lease components (e.g., land, building, etc.), non-lease components (e.g., common area maintenance, consumables, etc.), and non-components (e.g., property taxes, insurance, etc.). The fixed and in-substance fixed contract consideration (including any consideration related to non-components) must be allocated based on the respective relative fair values to the lease components and non-lease components. Although separation of lease and non-lease components is required, certain expedients are available. Entities may elect the practical expedient to not separate lease and non-lease components by class of underlying asset. Rather, entities would account for each lease component and the related non-lease component together as a single component. For new and amended leases beginning in 2019 and after, the Company has elected to account for the lease and non-lease components for leases for classes of all underlying assets and allocate all of the contract consideration to the lease component only. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In December 2019, the FASB finalized Accounting Standards Update No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Life of Assets | Depreciation is calculated on a straight-line basis over the following estimated useful lives of the assets: Equipment, Furniture and Software 3-7 years Leasehold Improvements Shorter of asset life or lease term |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net, consists of the following: December 31, 2020 2019 (in thousands) Furniture and equipment $ 25,418 $ 24,531 Software 684 524 Leasehold improvements 27,912 27,830 Fixed assets in progress 78 486 Total 54,092 53,371 Less accumulated depreciation (24,894 ) (17,003 ) Property and equipment, net $ 29,198 $ 36,368 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Payables And Accruals [Abstract] | |
Summary of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following: December 31, 2020 2019 (in thousands) Accrued compensation $ 9,003 $ 8,662 Accrued expenses related to CROs and CMOs 2,143 5,030 Accrued expenses and other current liabilities 825 2,493 Total accrued expenses and other current liabilities $ 11,971 $ 16,185 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | |
Summary of Share Option Activity | Share option activity under the 2014 Plan is summarized as follows: Number of Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) ( 1) Outstanding as of January 1, 2020 3,838,549 $ 19.54 Granted 1,024,010 8.55 Exercised (288,270 ) 2.57 Forfeited or cancelled (700,894 ) 31.91 Outstanding as of December 31, 2020 3,873,395 $ 15.67 5.63 $ 5,794 Options exercisable as of December 31, 2020 2,783,041 $ 16.37 4.58 $ 5,792 (1) The aggregate intrinsic value of options is calculated as the difference between the exercise price of the share options and the fair value of the Company’s ordinary shares for those share options that had exercise prices lower than the fair value of the ordinary shares as of the end of the period. |
Summary of RSU Activity | RSU activity for the year ended December 31, 2020 is summarized as follows: RSUs Average Grant Date Fair Value (in dollars per share) Outstanding as of January 1, 2020 1,751,862 $ 41.81 Granted 77,125 9.17 Vested (208,123 ) 39.98 Forfeited (440,649 ) 37.59 RSUs Outstanding at December 31, 2020 1,180,215 $ 41.57 |
Summary of Share-based Compensation Expense Classified in Consolidated Statements of Operations and Comprehensive Loss | Share-based compensation expense for the years ended December 31, 2020 and 2019 is classified as operating expenses in the consolidated statements of operations and comprehensive loss as follows: For the Year Ended December 31, 2020 2019 (in thousands) Research and development expenses $ 6,779 $ 9,479 General and administrative expenses 7,517 10,030 Total share-based compensation expense $ 14,296 $ 19,509 |
Employee Stock Option [Member] | |
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | |
Summary of Fair Value of Share Options Granted | The assumptions used in the Black-Scholes option pricing model to determine the fair value of share options granted to employees during the period were as follows: For the Year Ended December 31, 2020 2019 Risk-free interest rate 0.19% – 0.84% 1.34% – 2.62% Expected term (in years) 3.0 – 6.1 3.0 – 6.1 Expected volatility 69% – 74% 68% – 74% Expected dividend yield 0% 0% |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Summary of Lease Costs Recognized and Other Information Pertaining to Operating Leases | The following table contains a summary of the lease costs recognized under ASC 842 and other information pertaining to the Company’s operating leases for the year ended December 31, 2020: For the Year Ended December 31, 2020 2019 (in thousands) Lease cost Operating lease cost $ 4,472 $ 4,472 Total lease cost $ 4,472 $ 4,472 Other information Operating cash flows used for operating leases $ 5,846 $ 5,675 Operating lease liabilities arising from obtaining right-of-use assets $ — $ — Weighted average remaining lease term 6.4 years 7.3 years Weighted average discount rate 8.5 % 8.5 % |
Schedule of Future Minimum Rental Payments for Operating Leases Under Topic 842 | Future minimum lease payments under the Company’s non-cancelable operating leases as of December 31, 2020, are as follows: As of December 31, 2020 (in thousands) 2021 6,021 2022 6,201 2023 5,236 2024 5,002 2025 5,152 Thereafter 10,773 Total lease payments $ 38,385 Less: imputed interest (9,080 ) Total operating lease liabilities $ 29,305 |
Net Loss Per Ordinary Share (Ta
Net Loss Per Ordinary Share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Summary of Basic and Diluted Net Loss Per Ordinary Share Outstanding | Basic loss per share is computed by dividing net loss attributable to ordinary shareholders by the weighted-average number of ordinary shares outstanding: Year Ended December 31, 2020 2019 (in thousands except share and per share data) Numerator: Net loss attributable to ordinary shareholders $ (149,910 ) $ (193,638 ) Denominator: Weighted-average ordinary shares outstanding 39,227,618 33,866,487 Net loss per share, basic and diluted $ (3.82 ) $ (5.72 ) |
Anti-Dilutive Shares Excluded from Calculation of Diluted Net Loss Per Ordinary Share | The following potential ordinary shares, presented based on amounts outstanding at each period end, were excluded from the calculation of diluted net loss per share attributable to ordinary shareholders for the periods indicated because including them would have had an anti-dilutive effect: As of December 31, 2020 2019 Options to purchase ordinary shares 3,873,395 3,838,549 RSUs 1,180,215 1,751,862 Series A preferred shares 3,901,348 3,901,348 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Components of Loss before Income Taxes | The components of loss before income taxes were as follows: Year Ended December 31, 2020 2019 (in thousands) Singapore $ (9,931 ) $ (5,931 ) Rest of world (140,820 ) (187,707 ) Loss before income taxes $ (150,751 ) $ (193,638 ) |
Deferred Components of Benefit (Provision), Net for Income Taxes | The components of the benefit (provision), net for income taxes were as follows: Year Ended December 31, 2020 2019 (in thousands) Current benefit (provision), net for income taxes: Singapore $ — $ — Rest of world 841 — Total current benefit (provision), net for income taxes $ 841 $ — Deferred benefit (provision), net for income taxes: Singapore $ — $ — Rest of world — — Total deferred benefit (provision), net for income taxes $ — $ — Total benefit (provision), net for income taxes $ 841 $ — |
Components of Deferred Tax Assets and Liabilities | The components of the Company’s deferred tax assets and liabilities as of December 31, 2020 and 2019 are as follows: December 31, 2020 2019 (in thousands) Deferred tax assets: Net operating loss carryforwards $ 133,841 $ 89,585 Federal and state tax credits 36,151 31,336 Share-based compensation 5,880 6,342 Accumulated amortization 962 11,169 Operating lease liabilities 8,006 8,892 Deferred revenue 13,956 14,299 Other 1,146 424 Total deferred tax assets 199,942 162,047 Valuation allowance (195,381 ) (156,680 ) Net deferred tax assets 4,561 5,367 Deferred tax liabilities: Operating lease right-of-use assets (4,435 ) (4,945 ) Accumulated depreciation (117 ) (422 ) Other (9 ) — Total deferred tax liabilities (4,561 ) (5,367 ) Net deferred tax assets (liabilities) $ — $ — |
Summary of Valuation Allowance | A roll-forward of the valuation allowance for the years ended December 31, 2020 and 2019 is as follows: Year Ended December 31, 2020 2019 (in thousands) Balance at beginning of year $ 156,680 $ 99,438 Increase in valuation allowance 38,653 57,235 Effect of foreign currency translation 48 7 Balance at end of year $ 195,381 $ 156,680 |
Summary of Activity in Unrecognized Tax Benefits | A summary of activity in the Company’s unrecognized tax benefits is as follows: 2020 2019 (in thousands) Unrecognized tax benefit at the beginning of the year $ 16,682 $ 10,219 Tax positions related to prior years (310 ) (14 ) Tax positions related to statute lapse (313 ) (23 ) Tax positions related to the current year 2,357 6,500 Unrecognized tax benefit at the end of the year $ 18,416 $ 16,682 |
Singapore [Member] | |
Reconciliation of Statutory Income Tax Rate | A reconciliation of the Singapore statutory income tax rate to the Company’s effective income tax rate is as follows: Year Ended December 31, 2020 2019 Singapore statutory income tax rate 17.0 % 17.0 % Federal and state tax credits 5.4 9.4 Permanent differences (2.4 ) (1.5 ) Changes in reserves for uncertain tax positions (1.3 ) (3.2 ) Foreign rate differential 6.1 7.0 Tax rate change 2.6 (0.4 ) Other (1.2 ) 1.3 Change in deferred tax asset valuation allowance (25.6 ) (29.6 ) Effective income tax rate 0.6 % — |
The Company - Additional Inform
The Company - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||
Cash and cash equivalents | $ 184,497 | $ 147,161 |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Detail) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020USD ($)Segment | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Significant Accounting Policies [Line Items] | |||
Number of operating segment | Segment | 1 | ||
Cash, cash equivalents and restricted cash | $ 188,148 | $ 150,808 | $ 178,444 |
Restricted cash | $ 3,651 | 3,647 | |
Revenue, practical expedient, incremental costs of obtaining contract | true | ||
Expected dividend rate | 0.00% | ||
Description of Income tax benefit, likelihood of realized upon ultimate settlement | The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. | ||
Minimum [Member] | |||
Significant Accounting Policies [Line Items] | |||
Income tax examination, likelihood of settlement, percentage | 50.00% | ||
Cambridge MA [Member] | |||
Significant Accounting Policies [Line Items] | |||
Restricted cash | $ 1,000 | $ 1,000 |
Significant Accounting Polici_5
Significant Accounting Policies - Schedule of Estimated Useful Lives of Assets (Detail) | 12 Months Ended |
Dec. 31, 2020 | |
Equipment, Furniture and Software [Member] | Minimum [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | 3 years |
Equipment, Furniture and Software [Member] | Maximum [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | 7 years |
Leasehold Improvements [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | Shorter of asset life or lease term |
Significant Accounting Polici_6
Significant Accounting Policies - Additional Information (Detail 1) | Dec. 31, 2020 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2018-01-01 | |
Significant Accounting Policies [Line Items] | |
Revenue recognition performance obligation, expected time satisfaction period | 12 months |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Property Plant And Equipment [Line Items] | ||
Property and equipment gross | $ 54,092 | $ 53,371 |
Less accumulated depreciation | (24,894) | (17,003) |
Property and equipment, net | 29,198 | 36,368 |
Furniture and Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment gross | 25,418 | 24,531 |
Software [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment gross | 684 | 524 |
Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment gross | 27,912 | 27,830 |
Fixed Assets in Progress [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment gross | $ 78 | $ 486 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property Plant And Equipment [Abstract] | ||
Depreciation expense | $ 8,114 | $ 7,588 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Summary of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Payables And Accruals [Abstract] | ||
Accrued compensation | $ 9,003 | $ 8,662 |
Accrued expenses related to CROs and CMOs | 2,143 | 5,030 |
Accrued expenses and other current liabilities | 825 | 2,493 |
Total accrued expenses and other current liabilities | $ 11,971 | $ 16,185 |
Collaboration Agreements - Addi
Collaboration Agreements - Additional Information (Detail) | Apr. 02, 2018 | May 05, 2016USD ($) | Apr. 30, 2018USD ($)Target$ / sharesshares | Feb. 28, 2018USD ($) | May 31, 2016USD ($)Program$ / sharesshares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2020USD ($) |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Equity investment aggregate purchase price | $ 93,744,000 | $ 161,792,000 | |||||||
Proceeds from issuance of ordinary shares, net of offering costs | 93,744,000 | 161,792,000 | |||||||
Collaboration revenue recognized | 20,077,000 | 15,983,000 | |||||||
Collaboration and license agreement, deferred revenue current | $ 91,560,000 | 89,652,000 | $ 91,560,000 | $ 91,560,000 | |||||
Pfizer Inc. [Member] | |||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Number of research programs, counterparty nomination | Program | 5 | ||||||||
Research term, description | Under the Pfizer Collaboration Agreement, the parties agreed to collaborate during a four-year research term. During the research term, the Company was responsible to use its commercially reasonable efforts to advance up to five programs through to the selection of clinical candidates. At that stage, Pfizer was entitled to elect to license any of these Pfizer Programs exclusively and obtain exclusive rights to undertake the clinical development of the resulting clinical candidates into products and the potential commercialization of any such products thereafter. | ||||||||
Collaboration agreement, additional period after research program | 2 years | ||||||||
Up-front consideration received | $ 10,000,000 | ||||||||
Revenue recognized | $ 1,500,000 | 7,100,000 | 18,500,000 | ||||||
Takeda [Member] | |||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Up-front consideration received | $ 110,000,000 | ||||||||
Research, License and Option Agreement [Member] | Pfizer Inc. [Member] | |||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Upfront payment under collaboration agreement | $ 10,000,000 | ||||||||
Collaboration agreement refundable | $ 0 | ||||||||
Shares issued under equity agreement | shares | 1,875,000 | ||||||||
Equity investment aggregate purchase price | $ 30,000,000 | ||||||||
Purchase price per share | $ / shares | $ 16 | ||||||||
Collaborative agreement research term | 4 years | ||||||||
Collaboration agreement termination period | 90 days | ||||||||
Collaboration And License Agreement [Member] | Category One Programs [Member] | |||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Percentage of global costs and potential profits sharing ratio | 50.00% | ||||||||
Collaboration And License Agreement [Member] | Takeda [Member] | |||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Upfront payment under collaboration agreement | $ 110,000,000 | ||||||||
Collaboration agreement termination period | 180 days | ||||||||
Collaboration and license agreement month and year | 2018-02 | ||||||||
Fund receivable for research and preclinical activities | $ 60,000,000 | ||||||||
Research term under collaboration and license agreement | 4 years | ||||||||
Collaboration agreement commencement date | Apr. 2, 2018 | ||||||||
Collaboration revenue recognized | 18,600,000 | $ 8,800,000 | 37,000,000 | ||||||
Collaboration and license agreement, deferred revenue | 133,000,000 | 133,000,000 | 133,000,000 | ||||||
Collaboration and license agreement, deferred revenue current | 91,600,000 | 91,600,000 | 91,600,000 | ||||||
Collaboration and license agreement, accounts receivable | $ 30,000,000 | $ 30,000,000 | $ 30,000,000 | ||||||
Collaboration And License Agreement [Member] | Takeda [Member] | Category One Programs [Member] | |||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Percentage of global costs and potential profits sharing ratio | 50.00% | ||||||||
Collaboration And License Agreement [Member] | Takeda [Member] | Category Two Programs [Member] | |||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Fund receivable for research and preclinical activities | $ 60,000,000 | ||||||||
Research term under collaboration and license agreement | 4 years | ||||||||
Maximum targets for preclinical programs | Target | 6 | ||||||||
Option to reach maximum targets for preclinical programs | any one time | ||||||||
Collaboration And License Agreement [Member] | Takeda [Member] | Minimum [Member] | |||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Collaboration agreement, committed cash | $ 230,000,000 | ||||||||
Collaboration and Share Purchase Agreements [Member] | Takeda [Member] | |||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Shares issued under equity agreement | shares | 1,096,892 | ||||||||
Purchase price per share | $ / shares | $ 54.70 | ||||||||
Proceeds from issuance of ordinary shares, net of offering costs | $ 60,000,000 | ||||||||
Equity investment agreement official closure month and year | 2018-04 |
Share Capital - Additional Info
Share Capital - Additional Information (Detail) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Sep. 30, 2020USD ($)$ / sharesshares | Feb. 28, 2019USD ($)shares | Jan. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2020USD ($)Vote$ / sharesshares | Dec. 31, 2019USD ($)$ / shares | |
Class of Stock [Line Items] | |||||
Net proceeds from sale of ordinary shares | $ | $ 93,744 | $ 161,792 | |||
Common stock, par value | $ 0 | $ 0 | |||
Ordinary share holder, voting right | One vote for each ordinary share | ||||
Voting rights, votes per share | Vote | 1 | ||||
Preferred stock liquidation preference, per share | $ 10 | ||||
Singapore [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock, par value | |||||
Common stock, authorized | shares | 0 | ||||
Series A Preferred Shares [Member] | Singapore [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred stock, par value | |||||
Preferred stock, shares authorized | shares | 0 | ||||
Follow-On Underwritten Public Offering [Member] | |||||
Class of Stock [Line Items] | |||||
Issue of ordinary shares, shares | shares | 8,333,334 | 592,500 | 3,950,000 | ||
Purchase price per share | $ 12 | $ 38 | |||
Gross proceeds from sale of ordinary shares | $ | $ 100,000 | $ 22,500 | $ 150,100 | ||
Net proceeds from sale of ordinary shares | $ | $ 93,700 | $ 161,800 | |||
At-The-Market Equity Program [Member] | |||||
Class of Stock [Line Items] | |||||
Issue of ordinary shares, shares | shares | 5,583,022 | ||||
Net proceeds from sale of ordinary shares | $ | $ 59,882 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Non Employee [Member] | ||
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | ||
Options granted | 0 | 0 |
Options Granted Outside of 2014 Plan As Inducement Grants [Member] | ||
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | ||
Options granted | 103,000 | |
Time-based RSUs [Member] | ||
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | ||
Shares granted to employees | 452,194 | |
Unrecognized stock-based compensation weighted average recognition period | 2 years | |
Unrecognized stock-based compensation expense | $ 10.7 | |
Performance Based RSUs [Member] | ||
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | ||
Shares granted to employees | 728,021 | |
RSUs Granted Outside of 2014 Plan As Inducement Grants [Member] | ||
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | ||
Shares granted to employees | 27,000 | |
RSUs [Member] | ||
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | ||
Shares granted to employees | 77,125 | |
Fair value of RSUs vested | $ 1.6 | $ 4.2 |
ESPP [Member] | ||
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | ||
Ordinary shares reserved for issuance | 974,761 | |
Share purchase price at equal to fair market value percentage | 85.00% | |
Number of shares issued | 25,239 | |
2014 Plan [Member] | ||
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | ||
Ordinary shares available for future grant | 2,324,228 | |
Options granted | 1,024,010 | |
Weighted average grant date fair value per granted option | $ 5.07 | $ 11.95 |
Aggregate fair value of options vested | $ 9.6 | $ 15.2 |
2014 Plan [Member] | Employee Stock Option [Member] | ||
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | ||
Unrecognized stock-based compensation expense | $ 7.2 | |
Unrecognized stock-based compensation weighted average recognition period | 1 year 6 months | |
2014 Plan [Member] | Minimum [Member] | ||
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | ||
Vesting period | 1 year | |
Contractual life of options | 5 years | |
2014 Plan [Member] | Minimum [Member] | Time-based RSUs [Member] | ||
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | ||
Vesting period | 1 year | |
2014 Plan [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | ||
Vesting period | 4 years | |
Contractual life of options | 10 years | |
2014 Plan [Member] | Maximum [Member] | Time-based RSUs [Member] | ||
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | ||
Vesting period | 4 years |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Share Option Activity (Detail) - 2014 Plan [Member] $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | |
Outstanding, Number of Shares, Beginning Balance | shares | 3,838,549 |
Granted, Number of Shares | shares | 1,024,010 |
Exercised, Number of Shares | shares | (288,270) |
Forfeited or cancelled, Number of Shares | shares | (700,894) |
Outstanding, Number of Shares, Ending Balance | shares | 3,873,395 |
Options exercisable, Number of Shares | shares | 2,783,041 |
Outstanding, Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 19.54 |
Granted, Weighted Average Exercise Price | $ / shares | 8.55 |
Exercised, Weighted Average Exercise Price | $ / shares | 2.57 |
Forfeited or cancelled, Weighted Average Exercise Price | $ / shares | 31.91 |
Outstanding, Weighted Average Exercise Price, Ending Balance | $ / shares | 15.67 |
Options exercisable, Weighted Average Exercise Price | $ / shares | $ 16.37 |
Outstanding, Weighted Average Remaining Contractual Term | 5 years 7 months 17 days |
Options exercisable, Weighted Average Remaining Contractual Term | 4 years 6 months 29 days |
Outstanding, Aggregate Intrinsic Value | $ | $ 5,794 |
Options exercisable, Aggregate Intrinsic Value | $ | $ 5,792 |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of Fair Value of Share Options Granted to Employees (Detail) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | ||
Expected dividend yield | 0.00% | |
Employee Stock Option [Member] | ||
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | ||
Risk-free interest rate, minimum | 0.19% | 1.34% |
Risk-free interest rate, maximum | 0.84% | 2.62% |
Expected volatility, minimum | 69.00% | 68.00% |
Expected volatility, maximum | 74.00% | 74.00% |
Expected dividend yield | 0.00% | 0.00% |
Employee Stock Option [Member] | Minimum [Member] | ||
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | ||
Expected term (in years) | 3 years | 3 years |
Employee Stock Option [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | ||
Expected term (in years) | 6 years 1 month 6 days | 6 years 1 month 6 days |
Share-Based Compensation - Su_3
Share-Based Compensation - Summary of RSU Activity (Detail) - RSUs [Member] | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | |
Outstanding, Number of Shares, Beginning Balance | shares | 1,751,862 |
Granted, Number of Shares | shares | 77,125 |
Vested, Number of Shares | shares | (208,123) |
Forfeited, Number of Shares | shares | (440,649) |
Outstanding, Number of Shares, Ending Balance | shares | 1,180,215 |
Outstanding, Average Grant Date Fair Value, Beginning Balance | $ / shares | $ 41.81 |
Granted, Average Grant Date Fair Value | $ / shares | 9.17 |
Vested, Average Grant Date Fair Value | $ / shares | 39.98 |
Forfeited, Average Grant Date Fair Value | $ / shares | 37.59 |
Outstanding, Average Grant Date Fair Value, Ending Balance | $ / shares | $ 41.57 |
Share-Based Compensation - Su_4
Share-Based Compensation - Summary of Share-based Compensation Expense Classified in Consolidated Statements of Operations and Comprehensive Loss (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | $ 14,296 | $ 19,509 |
Research and Development Expenses [Member] | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | 6,779 | 9,479 |
General and Administrative Expenses [Member] | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | $ 7,517 | $ 10,030 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) | 12 Months Ended | 27 Months Ended | ||||
Dec. 31, 2020 | Dec. 31, 2018 | Oct. 21, 2021 | Dec. 31, 2019 | Sep. 26, 2016 | Apr. 30, 2015 | |
Operating Leased Assets [Line Items] | ||||||
Restricted cash | $ 3,651,000 | $ 3,647,000 | ||||
Future minimum lease payments | 38,385,000 | |||||
Future minimum lease payments, due in 2021 | $ 6,021,000 | |||||
Lexington, Massachusetts [Member] | ||||||
Operating Leased Assets [Line Items] | ||||||
Lease agreement term | 10 years 9 months | |||||
Renewal options | 10 year and 9 month lease, which includes two successive five-year renewal options | |||||
Restricted cash | $ 2,700,000 | 2,600,000 | ||||
Lease renewal term | 5 years | |||||
Lexington, Massachusetts [Member] | Maximum [Member] | ||||||
Operating Leased Assets [Line Items] | ||||||
Tenant improvement allowances received | $ 11,400,000 | |||||
Cambridge, Massachusetts [Member] | ||||||
Operating Leased Assets [Line Items] | ||||||
Lease agreement term | 7 years 6 months | |||||
Restricted cash | $ 1,000,000 | $ 1,000,000 | ||||
Lease renewal term | 5 years | |||||
Lease option to extend description | five-year renewal option to extend the lease | |||||
Option to extend the lease | true | |||||
Description of additional lease space expected to commence | The lease for the additional space is expected to commence on October 1, 2021 with a term of five years. | |||||
Cambridge, Massachusetts [Member] | Forecast [Member] | ||||||
Operating Leased Assets [Line Items] | ||||||
Term of additional lease space expected to commence | 5 years | |||||
Future minimum lease payments | $ 5,400,000 | |||||
Future minimum lease payments, due in 2021 | 300,000 | |||||
Future minimum lease payments, due in beyond 2021 | $ 5,100,000 |
Leases - Summary of Lease Costs
Leases - Summary of Lease Costs Recognized and Other Information Pertaining to Operating Leases (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Lease cost | ||
Operating lease cost | $ 4,472 | $ 4,472 |
Total lease cost | 4,472 | 4,472 |
Other information | ||
Operating cash flows used for operating leases | $ 5,846 | $ 5,675 |
Weighted average remaining lease term | 6 years 4 months 24 days | 7 years 3 months 18 days |
Weighted average discount rate | 8.50% | 8.50% |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Rental Payments for Operating Leases Under Topic 842 (Detail) $ in Thousands | Dec. 31, 2020USD ($) |
Operating Lease Liabilities, Payments Due [Abstract] | |
2021 | $ 6,021 |
2022 | 6,201 |
2023 | 5,236 |
2024 | 5,002 |
2025 | 5,152 |
Thereafter | 10,773 |
Total lease payments | 38,385 |
Less: imputed interest | (9,080) |
Total operating lease liabilities | $ 29,305 |
Net Loss Per Ordinary Share - S
Net Loss Per Ordinary Share - Summary of Basic and Diluted Net Loss Per Ordinary Share Outstanding (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | ||
Net loss attributable to ordinary shareholders | $ (149,910) | $ (193,638) |
Denominator: | ||
Weighted-average ordinary shares outstanding | 39,227,618 | 33,866,487 |
Net loss per share, basic and diluted | $ (3.82) | $ (5.72) |
Net Loss Per Ordinary Share - A
Net Loss Per Ordinary Share - Anti-Dilutive Shares Excluded from Calculation of Diluted Net Loss Per Ordinary Share (Detail) - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Options to Purchase Ordinary Shares [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares excluded from calculation of diluted net loss per share | 3,873,395 | 3,838,549 |
RSUs [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares excluded from calculation of diluted net loss per share | 1,180,215 | 1,751,862 |
Series A Preferred Shares [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares excluded from calculation of diluted net loss per share | 3,901,348 | 3,901,348 |
Income Taxes - Components of Lo
Income Taxes - Components of Loss before Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes [Line Items] | ||
Loss before income taxes | $ (150,751) | $ (193,638) |
Singapore [Member] | ||
Income Taxes [Line Items] | ||
Loss before income taxes | (9,931) | (5,931) |
Rest Of World [Member] | ||
Income Taxes [Line Items] | ||
Loss before income taxes | $ (140,820) | $ (187,707) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Taxes [Line Items] | ||||
Income tax benefit (provision) | $ 841,000 | $ 0 | ||
Net operating loss carryovers | 133,841,000 | 89,585,000 | ||
Increase in valuation allowance | 38,700,000 | 57,200,000 | ||
Gross unrecognized tax benefit | 18,416,000 | 16,682,000 | $ 10,219,000 | |
Unrecognized tax benefit that could affect annual effective tax rate if recognized | 200,000 | |||
Unrecognized tax benefits decrease within next twelve months due to statute lapse | 200,000 | |||
Subsidiaries Outside of Singapore [Member] | ||||
Income Taxes [Line Items] | ||||
Cash held by subsidiaries | 61,000,000 | 17,200,000 | ||
Maximum [Member] | ||||
Income Taxes [Line Items] | ||||
Interest and penalties related to uncertain tax positions | 100,000 | 100,000 | ||
Federal [Member] | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforwards | 213,500,000 | |||
Net operating loss carryforwards available to offset future income tax liabilities indefinitely | $ 211,500,000 | |||
Net operating loss carryforwards available to offset future income tax liabilities | $ 2,000,000 | |||
Operating Loss Carry forward expiration year | 2037 | |||
Federal [Member] | Research and development | ||||
Income Taxes [Line Items] | ||||
Tax credit carryforward | $ 10,300,000 | 8,900,000 | ||
Research and development tax credit carryforward expiration year | 2031 | |||
Federal [Member] | Orphan Drug Credits [Member] | ||||
Income Taxes [Line Items] | ||||
Tax credit carryforward | $ 19,400,000 | |||
U.S.Orphan drug credit carryforward expiration year | 2037 | |||
State [Member] | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforwards | $ 206,000,000 | |||
Operating Loss Carry forward expiration year | 2038 | |||
State [Member] | Research and development | ||||
Income Taxes [Line Items] | ||||
Tax credit carryforward | $ 7,400,000 | 6,300,000 | ||
Research and development tax credit carryforward expiration year | 2033 | |||
State [Member] | Investment | ||||
Income Taxes [Line Items] | ||||
Tax credit carryforward | $ 700,000 | 1,100,000 | ||
Investment tax credit carryforward expiration year | 2021 | |||
Singapore [Member] | ||||
Income Taxes [Line Items] | ||||
Income tax benefit (provision) | $ 0 | 0 | ||
Net operating loss carryovers | $ 179,300,000 | 171,600,000 | ||
Tax years open to examination | 2016 | |||
UK [Member] | ||||
Income Taxes [Line Items] | ||||
Income tax benefit (provision) | $ 0 | 0 | ||
Net operating loss carryovers | $ 233,300,000 | 133,100,000 | ||
Tax years open to examination | 2018 | |||
US [Member] | ||||
Income Taxes [Line Items] | ||||
Income tax benefit (provision) | 0 | |||
Tax years open to examination | 2016 | |||
Ireland [Member] | ||||
Income Taxes [Line Items] | ||||
Income tax benefit (provision) | $ 0 | 0 | ||
Japan [Member] | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryovers | $ 3,000,000 | $ 2,900,000 | ||
Operating loss carryforwards expiration year | 2023 | |||
Tax years open to examination | 2016 |
Income Taxes - Deferred Compone
Income Taxes - Deferred Components of Benefit (Provision), Net for Income Taxes (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Current benefit (provision), net for income taxes: | ||
Total current benefit (provision), net for income taxes | $ 841,000 | |
Deferred benefit (provision), net for income taxes: | ||
Total benefit (provision), net for income taxes | 841,000 | $ 0 |
Singapore [Member] | ||
Deferred benefit (provision), net for income taxes: | ||
Total benefit (provision), net for income taxes | 0 | $ 0 |
Rest Of World [Member] | ||
Current benefit (provision), net for income taxes: | ||
Total current benefit (provision), net for income taxes | $ 841,000 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Statutory Income Tax Rate (Detail) - Singapore [Member] | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes [Line Items] | ||
Singapore statutory income tax rate | 17.00% | 17.00% |
Federal and state tax credits | 5.40% | 9.40% |
Permanent differences | (2.40%) | (1.50%) |
Changes in reserves for uncertain tax positions | (1.30%) | (3.20%) |
Foreign rate differential | 6.10% | 7.00% |
Tax rate change | 2.60% | (0.40%) |
Other | (1.20%) | 1.30% |
Change in deferred tax asset valuation allowance | (25.60%) | (29.60%) |
Effective income tax rate | 0.60% |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | |||
Net operating loss carryforwards | $ 133,841 | $ 89,585 | |
Federal and state tax credits | 36,151 | 31,336 | |
Share-based compensation | 5,880 | 6,342 | |
Accumulated amortization | 962 | 11,169 | |
Operating lease liabilities | 8,006 | 8,892 | |
Deferred revenue | 13,956 | 14,299 | |
Other | 1,146 | 424 | |
Total deferred tax assets | 199,942 | 162,047 | |
Valuation allowance | (195,381) | (156,680) | $ (99,438) |
Net deferred tax assets | 4,561 | 5,367 | |
Deferred tax liabilities: | |||
Operating lease right-of-use assets | (4,435) | (4,945) | |
Accumulated depreciation | (117) | (422) | |
Other | (9) | ||
Total deferred tax liabilities | $ (4,561) | $ (5,367) |
Income Taxes - Summary of Valua
Income Taxes - Summary of Valuation Allowance (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Deferred Tax Assets Net Of Valuation Allowance [Abstract] | ||
Balance at beginning of year | $ 156,680 | $ 99,438 |
Increase in valuation allowance | 38,653 | 57,235 |
Effect of foreign currency translation | 48 | 7 |
Balance at end of year | $ 195,381 | $ 156,680 |
Income Taxes - Summary of Activ
Income Taxes - Summary of Activity in Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation Of Unrecognized Tax Benefits Excluding Amounts Pertaining To Examined Tax Returns Roll Forward | ||
Unrecognized tax benefit at the beginning of the year | $ 16,682 | $ 10,219 |
Tax positions related to prior years | (310) | (14) |
Tax positions related to statute lapse | (313) | (23) |
Tax positions related to the current year | 2,357 | 6,500 |
Unrecognized tax benefit at the end of the year | $ 18,416 | $ 16,682 |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
401(k) Plan [Member] | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Discretionary contributions to defined contribution pension plan | $ 0.9 | $ 1 |
Related Parties - Additional In
Related Parties - Additional Information (Detail) - Scientific Advisor [Member] - Consulting Agreement [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | ||
Consulting agreement termination notice period | 14 days | |
Consulting service expenses | $ 13 |