Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 01, 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 | CUE | ||
Entity Registrant Name | Cue Biopharma, Inc. | ||
Entity Central Index Key | 0001645460 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | true | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 30,457,250 | ||
Entity Public Float | $ 695.1 | ||
Entity Interactive Data Current | Yes | ||
ICFR Auditor Attestation Flag | false | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | ||
Security Exchange Name | NASDAQ | ||
Entity File Number | 001-38327 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 47-3324577 | ||
Entity Address, Address Line One | 21 Erie Street | ||
Entity Address, City or Town | Cambridge | ||
Entity Address, State or Province | MA | ||
Entity Address, Postal Zip Code | 02139 | ||
City Area Code | 617 | ||
Local Phone Number | 949-2680 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Documents Incorporated by Reference | The registrant intends to file a definitive proxy statement pursuant to Regulation 14A within 120 days after the end of the fiscal year ended December 31, 2020. Portions of such proxy statement are incorporated by reference into Part III of this Form 10-K. |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 74,866,133 | $ 44,290,030 |
Marketable securities | 10,002,550 | 15,119,925 |
Accounts receivable | 1,417,482 | 754,898 |
Prepaid expenses and other current assets | 1,241,239 | 860,107 |
Total current assets | 87,527,404 | 61,024,960 |
Property and equipment, net | 2,108,024 | 1,846,922 |
Operating lease right-of-use | 6,774,229 | 5,337,026 |
Deposits | 2,572,476 | 2,572,476 |
Restricted cash | 150,000 | 150,000 |
Other long term assets | 401,667 | 673,625 |
Total assets | 99,533,800 | 71,605,009 |
Current liabilities: | ||
Accounts payable | 2,070,303 | 882,666 |
Accrued expenses | 2,787,211 | 2,227,352 |
Research and development contract liability, current portion | 6,681,025 | 4,097,443 |
Operating lease liability, current portion | 4,777,427 | 4,447,787 |
Total current liabilities | 16,315,966 | 11,655,248 |
Research and development contract liability, net of current portion | 1,937,575 | 4,017,894 |
Operating lease liability, net of current portion | 2,368,787 | 1,347,971 |
Total liabilities | 20,622,328 | 17,021,113 |
Commitments and contingencies (NOTE 14) | ||
Stockholders’ equity: | ||
Preferred stock, $0.001 par value, authorized – 10,000,000 shares; issued and outstanding – none | ||
Common stock, $0.001 par value; authorized – 100,000,000 shares; issued and outstanding – 30,351,366 shares and 26,562,178 shares at December 31, 2020 and 2019, respectively | 30,351 | 26,562 |
Additional paid in capital | 232,159,029 | 163,067,773 |
Accumulated other comprehensive income (loss) | 7,131 | (10,321) |
Accumulated deficit | (153,285,039) | (108,500,118) |
Total stockholders’ equity | 78,911,472 | 54,583,896 |
Total liabilities and stockholders’ equity | $ 99,533,800 | $ 71,605,009 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 30,351,366 | 26,562,178 |
Common stock, shares outstanding | 30,351,366 | 26,562,178 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Collaboration revenue | $ 3,154,325 | $ 3,458,331 |
Operating expenses: | ||
General and administrative | 14,651,205 | 12,740,093 |
Research and development | 33,545,705 | 27,487,485 |
Total operating expenses | 48,196,910 | 40,227,578 |
Loss from operations | (45,042,585) | (36,769,247) |
Other income: | ||
Interest income, net | 463,914 | 482,790 |
Total other income | 463,914 | 482,790 |
Loss before provision for income taxes | (44,578,671) | (36,286,457) |
Provision for income taxes | (206,250) | (412,500) |
Net loss | (44,784,921) | (36,698,957) |
Unrealized gains from available-for-sale securities | 17,452 | 637 |
Comprehensive loss | $ (44,767,469) | $ (36,698,320) |
Net loss per common share – basic and diluted | $ (1.56) | $ (1.66) |
Weighted average common shares outstanding – basic and diluted | 28,688,625 | 22,041,792 |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - USD ($) | Total | Common Stock | Additional Paid-in Capital | AOCI Attributable to Parent | Accumulated Deficit |
Balance at Dec. 31, 2018 | $ 33,971,469 | $ 20,697 | $ 105,762,891 | $ (10,958) | $ (71,801,161) |
Balance, Shares at Dec. 31, 2018 | 20,697,453 | ||||
Issuance of common stock from public offerings, net of underwriter commissions and fees | 48,998,907 | $ 5,314 | 48,993,593 | ||
Issuance of common stock from public offerings, net of underwriter discounts, Shares | 5,314,055 | ||||
Stock-based compensation | 6,520,982 | 6,520,982 | |||
Exercise of stock options | $ 1,881,873 | $ 485 | 1,881,388 | ||
Exercise of stock options, Shares | 485,105 | 485,105 | |||
Issuance of common stock upon cashless exercise of warrants, net of shares withheld | $ 45 | (45) | |||
Issuance of common stock upon exercise of warrants, net, Shares | 44,319 | ||||
Restricted stock awards | $ 12 | $ 33 | (21) | ||
Restricted stock awards, Shares | 33,333 | ||||
Repurchase of restricted stock awards | (91,027) | $ (12) | (91,015) | ||
Repurchase of restricted stock awards, Shares | (12,087) | ||||
Unrealized gains from available-for-sale securities | 637 | 637 | |||
Net loss | (36,698,957) | (36,698,957) | |||
Balance at Dec. 31, 2019 | 54,583,896 | $ 26,562 | 163,067,773 | (10,321) | (108,500,118) |
Balance, Shares at Dec. 31, 2019 | 26,562,178 | ||||
Issuance of common stock from public offerings, net of underwriter commissions and fees | 56,682,236 | $ 3,017 | 56,679,219 | ||
Issuance of common stock from public offerings, net of underwriter discounts, Shares | 3,016,901 | ||||
Stock-based compensation | 10,480,782 | 10,480,782 | |||
Exercise of stock options | $ 2,203,061 | $ 454 | 2,202,607 | ||
Exercise of stock options, Shares | 454,497 | 454,497 | |||
Issuance of common stock upon cashless exercise of warrants, net of shares withheld | $ 278 | (278) | |||
Issuance of common stock upon exercise of warrants, net, Shares | 278,179 | ||||
Restricted stock awards | $ 17 | $ 57 | (40) | ||
Restricted stock awards, Shares | 56,665 | ||||
Repurchase of restricted stock awards | (271,051) | $ (17) | (271,034) | ||
Repurchase of restricted stock awards, Shares | (17,054) | ||||
Unrealized gains from available-for-sale securities | 17,452 | 17,452 | |||
Net loss | (44,784,921) | (44,784,921) | |||
Balance at Dec. 31, 2020 | $ 78,911,472 | $ 30,351 | $ 232,159,029 | $ 7,131 | $ (153,285,039) |
Balance, Shares at Dec. 31, 2020 | 30,351,366 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (44,784,921) | $ (36,698,957) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,057,458 | 810,782 |
Stock-based compensation | 10,480,782 | 6,520,982 |
Loss on disposal of fixed asset | 54,274 | |
Other non cash charges | (563,232) | |
Amortization of premium/discount on purchased securities | 83,694 | (72,464) |
Changes in operating assets and liabilities: | ||
Account receivable | (662,584) | (754,898) |
Prepaid expenses and other current assets | (381,132) | 487,182 |
Operating lease right-of-use asset | (4,202,480) | 4,354,810 |
Other assets | (4,971) | 123,437 |
Deposits | (1,559,704) | |
Accounts payable | 741,265 | (1,152,688) |
Accrued expenses | 559,859 | 439,290 |
Research and development contract liability | 503,263 | 928,588 |
Operating lease liability | 4,678,965 | (4,277,544) |
Net cash used in operating activities | (32,494,034) | (30,796,910) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (595,259) | (46,353) |
Redemption of short term investments | 15,000,000 | 18,500,000 |
Purchases of marketable securities | (9,948,867) | (15,134,324) |
Cash received from sale of fixed asset | 127,500 | |
Net cash provided by investing activities | 4,455,874 | 3,446,823 |
Cash flows from financing activities: | ||
Proceeds from the public offering of common stock, net of underwriter's commission and fees | 56,682,236 | 48,998,907 |
Restricted stock repurchase at vesting to cover taxes | (271,051) | (91,027) |
Proceeds from the exercise of stock options | 2,203,061 | 1,881,873 |
Net cash provided by financing activities | 58,614,263 | 50,789,765 |
Net increase in cash, cash equivalents, and restricted cash | 30,576,103 | 23,439,678 |
Cash, cash equivalents, and restricted cash at beginning of year | 44,440,030 | 21,000,352 |
Cash, cash equivalents, and restricted cash at end of year | 75,016,133 | 44,440,030 |
Supplemental disclosures of cash flow information: | ||
Income taxes | 412,500 | |
Purchases of property and equipment in accounts payable or accrued expenses | 446,372 | |
Operating lease modification | 5,639,000 | |
Restricted Stock | ||
Cash flows from financing activities: | ||
Issuance of restricted stock awards | $ 17,000 | $ 12,000 |
Organization and Basis of Prese
Organization and Basis of Presentation | 12 Months Ended |
Dec. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Basis of Presentation | 1. Cue Biopharma, Inc. (the “Company”) was incorporated in the State of Delaware on December 31, 2014 under the name Imagen Biopharma, Inc., and completed its organization, formation and initial capitalization activities effective as of January 1, 2015. In October 2016, the Company changed its name to Cue Biopharma, Inc. The Company’s corporate office and research facilities are located in Cambridge, Massachusetts. The Company is a clinical-stage biopharmaceutical company engineering a novel class of injectable biologics to selectively engage and modulate targeted T cells within the patient’s body to treat a broad range of cancers, chronic infectious diseases, and autoimmune disorders. The Company is in the development stage and has incurred recurring losses and negative cash flows from operations. As of December 31, 2020, the Company had unrestricted cash, cash equivalents and marketable securities of approximately $84.9 million. Management believes that current cash, cash equivalents and marketable securities on hand at December 31, 2020 are sufficient to fund operations for at least the next twelve months from the date of issuance of these financial statements; however, the future viability of the Company is dependent on its ability to raise additional capital to finance its operations and to fund increased research and development costs in order to seek approval for commercialization of its drug product candidates. The Company’s failure to raise capital as and when needed would have a negative impact on its financial condition and its ability to pursue its business strategies as this capital is necessary for the Company to perform the research and development activities required to develop the Company’s drug product candidates in order to generate future revenue streams. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Basis of Presentation The accompanying consolidated financial statements for the years ended December 31, 2020 and 2019, have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and Generally Accepted Accounting Principles in the United States (“U.S. GAAP”) for financial information, which prescribes elimination of all significant intercompany accounts and transactions in the accounts of the Company and its wholly owned subsidiary, Cue Biopharma Securities Corporation, Inc., which was incorporated in the Commonwealth of Massachusetts in December 2018. Public Offerings In June 2019, the Company entered into an “at-the-market” (“ATM”) equity offering sales agreement (the “June 2019 ATM Agreement”) with Stifel Nicolaus & Company, Inc. (“Stifel”) to sell shares of the Company’s common stock for aggregate gross proceeds of up to $30 million, from time to time, through an ATM equity offering program under which Stifel acted as sales agent. As of December 31, 2020, the Company had sold 3,584,945 shares of common stock under the June 2019 ATM Agreement for proceeds of approximately $29.4 million, net of commissions paid, but excluding transaction expenses, and terminated this equity offering upon completion. In November 2019, the Company entered into an ATM equity offering sales agreement with Stifel (the “November 2019 ATM Agreement”) to sell shares of the Company’s common stock for aggregate gross proceeds of up to $20 million, from time to time, through an ATM equity offering program under which Stifel acted as sales agent. As of December 31, 2020, the Company had sold 1,729,110 common shares under the November 2019 ATM Agreement for proceeds of approximately $19.6 million, net of commissions paid, but excluding estimated transaction expenses, and terminated this equity offering upon completion. In March 2020, the Company entered into an ATM equity offering sales agreement with Stifel (the “March 2020 ATM Agreement”) to sell shares of the Company’s common stock for aggregate gross proceeds of up to $ 35 million, from time to time, through an ATM equity offering program under which Stifel would act as sales agent. As of December 31, 2020, the Company had sold a total of 1,824,901 shares of common stock under the March 2020 ATM Agreement for proceeds of approximately $ 34.3 million, net of commissions paid, but excluding estimated transaction expenses. Due to the issuance and sale of all the shares of common stock subject thereto, the March 2020 ATM Agreement terminated in accordance with its terms . In June 2020, the Company entered into an ATM equity offering sales agreement with Stifel (the “June 2020 ATM Agreement”) to sell shares of the Company’s common stock for aggregate gross proceeds of up to $40 million, from time to time, through an ATM equity offering program under which Stifel acts as sales agent. The June 2020 ATM Agreement will terminate upon the earliest of (a) the sale of $40 million of shares of the Company’s common stock or (b) the termination of the June 2020 ATM Agreement by the Company or Stifel. As of December 31, 2020, the Company had sold 1,192,000 shares of common stock under the June 2020 ATM Agreement for proceeds of approximately $22.4 million, net of commissions paid, but excluding estimated transaction expenses. Consolidation The accompanying consolidated financial statements include the Company and its wholly owned subsidiary, Cue Biopharma Securities Corporation, Inc. The Company has eliminated all intercompany transactions for the years presented. Reclassifications Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. 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 at the date of the financial statements and the reported amounts of expenses during the reporting period. Significant estimates include estimates related to revenue, the accounting for potential liabilities and accrued expenses, the assumptions utilized in valuing stock-based compensation issued for services, the realization of deferred tax assets, and the useful life with respect to long-lived assets and intangibles. Actual results could differ from those estimates. Cash Concentrations The Company maintains its cash balances with a financial institution in Federally-insured accounts and may periodically have cash balances in excess of insurance limits. The Company maintains its accounts with a financial institution with a high credit rating. The Company has not experienced any losses to date and believes that it is not exposed to any significant credit risk on cash. Cash and Cash Equivalents The Company considers all liquid investments with a maturity of three months or less at the date of purchase to be cash equivalents. The Company currently invests available cash in money market funds. Marketable Securities Marketable securities consist of investments with original maturities greater than ninety days and less than one year from the balance sheet date. The Company classifies all of its investments as available-for-sale securities. Accordingly, these investments are recorded at fair value, which is based on quoted market prices. Unrealized gains are recognized and are included in other comprehensive income (loss). Realized gains are recognized and determined on a specific identification basis and are included in other income (loss) on the income statement. Amortization and accretion of discounts and premiums is recorded in interest income. The Company currently invests in United States Treasury obligations. Restricted Cash The Company purchased a $150,000 certificate of deposit to collateralize a credit card account with a commercial bank that was classified as short-term certificate of deposit as of December 31, 2020. Property and Equipment Property and equipment is recorded at cost. Major improvements are capitalized, while maintenance and repairs are charged to expense as incurred. Gains and losses from disposition of property and equipment are included in income and expense when realized. Amortization of leasehold improvements is provided using the straight-line method over the shorter of the lease term or the useful life of the underlying assets. Depreciation of property and equipment is provided using the straight-line method over the following estimated useful lives: Laboratory equipment 5 years Computer equipment 3 years Furniture and fixtures 3-8 years The Company recognizes depreciation and amortization expense in general and administrative expenses and in research and development expenses in the Company’s consolidated statements of operations and comprehensive loss, depending on how each category of property and equipment is utilized in the Company’s business activities. Trademark Trademark consists of the Company’s right, title and interest in and to the CUE BIOLOGICS Mark, and any derivative mark incorporating CUE, throughout the world, together with all associated goodwill and common law rights appurtenant thereto, including, but not limited to, any right, title and interest in any corporate name, company name, business name, trade name, dba, domain name, or other source identifier incorporating CUE. As the Company can renew the underlying rights to the CUE BIOLOGICS Mark indefinitely at nominal cost, this acquired intangible asset has been classified as a component of other long term assets, having a useful life of 15 years. The Company recorded $11,666 and $11,667 in amortization related to the trademark at December 31, 2020 and 2019, respectively. Revenue Recognition The Company follows the provisions of Accounting Standards Codification 606, Revenue from Contracts with Customers (“ASC 606”). The Company recognizes collaboration revenue under certain of the Company’s license or collaboration agreements that are within the scope of ASC 606. The Company’s contracts with customers typically include promises related to licenses to intellectual property and research and development services. If the license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenue from non-refundable, up-front fees allocated to the license when the license is transferred to the licensee and the licensee is able to use and benefit from the license. For licenses that are bundled with other promises, the Company utilizes judgement 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 from non-refundable, up-front fees. Accordingly, the transaction price is generally comprised of a fixed fee due at contract inception and variable consideration in the form of milestone payments due upon the achievement of specified events and tiered royalties earned when customers recognize net sales of licensed products. The Company measures the transaction price based on the amount of consideration to which it expects to be entitled in exchange for transferring the promised goods and/or services to the customer. The Company utilizes the “most likely amount” method to estimate the amount of variable consideration, to predict the amount of consideration to which it will be entitled for its one open contract. Amounts of variable consideration are included in the transaction price to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. At the inception of each arrangement that includes development and regulatory milestone payments, the Company evaluates whether the associated event is considered probable of achievement and estimates the amount to be included in the transaction price using the most likely amount method. Currently, the Company has one contract with an option to acquire additional goods and/or services in the form of additional research and development services for additional drug product candidates which it evaluated and determined that it was not a material right related to the LG Chem agreement . Research and Development Expenses Research and development expenses consist primarily of compensation costs, fees paid to consultants, outside service providers and organizations (including research institutes at universities), facility costs, and development and clinical trial costs with respect to the Company’s drug product candidates. Research and development expenses incurred under contracts are expensed ratably over the life of the underlying contracts, unless the achievement of milestones, the completion of contracted work, or other information indicates that a different pattern of performance is more appropriate. Other research and development expenses are charged to operations as incurred. Nonrefundable advance payments are recognized as an expense as the related services are performed. The Company evaluates whether it expects the services to be rendered at each quarter end and year end reporting date. If the Company does not expect the services to be rendered, the advance payment is charged to expense. Nonrefundable advance payments for research and development services are included in prepaid and other current assets on the balance sheet. To the extent that a nonrefundable advance payment is for contracted services to be performed within 12 months from the reporting date, such advance is included in current assets; otherwise, such advance is included in non-current assets. The Company evaluates the status of its research and development agreements and contracts, and the carrying amount of the related assets and liabilities, at each quarter end and year end reporting date, and adjusts the carrying amounts and their classification on the balance sheet as appropriate. Patent Expenses The Company is the exclusive worldwide licensee of, and has patent applications pending for, numerous domestic and foreign patents. Due to the significant uncertainty associated with the successful development of one or more commercially viable drug product candidates based on the Company’s research efforts and any related patent applications, all patent costs, including patent-related legal fees, filing fees and other costs are charged to operations as incurred. For the years ended December 31, 2020 and 2019, patent expenses were $1,879,000 and $1,934,000, respectively. Patent expenses are included in general and administrative expenses in the Company’s consolidated statements of operations and comprehensive loss. Licensing Fees and Costs Licensing fees and costs consist primarily of costs relating to the acquisition of the Company’s license agreement with Einstein, including related royalties, maintenance fees, milestone payments and product development costs. Licensing fees and costs are charged to operations as incurred. Long-Lived Assets The Company reviews long-lived assets, consisting of property and equipment and a trademark, for impairment at each fiscal year end or when events or changes in circumstances indicate the carrying value of these assets may exceed their current fair values. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the assets. Assets to be disposed of are separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. The Company has not historically recorded any impairment to its long-lived assets. In the future, if events or market conditions affect the estimated fair value to the extent that a long-lived asset is impaired, the Company will adjust the carrying value of these long-lived assets in the period in which the impairment occurs. During the year ended December 31, 2019, the Company sold lab equipment with a net book value of approximately $181,000 that was being decommissioned and recognized a loss of approximately $54,000. There were no sales of lab equipment or capital equipment during the year ended December 31, 2020. Leases In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2016-02, Leases (ASC 842) (“ASU-2016-02”), which supersedes the existing guidance for lease accounting, Leases (ASC 840). ASU 2016-02 requires a lessee to record a right-of-use asset and a corresponding lease liability, for most lease arrangements on the balance sheet. Under the standard, disclosure of key information about leasing arrangements to assist users of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases are required. The standard is effective for fiscal years beginning after December 15, 2018. The adoption of ASC 842 on January 1, 2019 resulted in the recognition of approximately $9,692,000 of right-of-use asset and $9,347,000 of lease liabilities on the Company’s balance sheet. The adoption did not have a material net impact on the Company’s consolidated statements of operations or accumulated deficit. Please refer to Note 14 for more detail. Stock-Based Compensation The Company periodically issues stock-based awards to officers, directors, employees, Scientific and Clinical Advisory Board members, non-employees and consultants for services rendered. Such issuances vest and expire according to terms established at the issuance date. Stock-based payments to officers, directors, members of the Company’s Scientific and Clinical Advisory Board, non-employees and outside consultants and employees, including grants of employee stock options, are recognized in the financial statements based on their grant date fair values. Stock option grants, which are generally time-vested, are measured at the grant date fair value and charged to operations on a straight-line basis over the service period, which generally approximates the vesting term. The Company also grants performance-based awards periodically to officers of the Company. The Company recognizes compensation costs related to performance awards over the requisite service period if and when the Company concludes that it is probable that the performance condition will be achieved. The fair value of stock options and restricted stock units is determined utilizing the Black-Scholes option-pricing model, which is affected by several variables, including the risk-free interest rate, the expected dividend yield, the life of the equity award, the exercise price of the stock option as compared to the fair value of the common stock on the grant date, and the estimated volatility of the common stock over the term of the equity award. T he risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. Until the Company has established a trading history for its common stock that approximates the expected term of the options, estimated volatility is based on the average historical volatilities of comparable public companies in a similar industry. The expected dividend yield is based on the current yield at the grant date; the Company has never declared or paid dividends and has no plans to do so for the foreseeable future. As permitted by Staff Accounting Bulletin No. 107, due to the Company’s limited trading history and option activity, management utilizes the simplified method to estimate the expected term of options at the date of grant. The exercise price is determined based on the fair value of the Company’s common stock at the date of grant. The Company accounts for forfeitures as they occur. The Company recognizes the fair value of stock-based compensation in general and administrative expenses and in research and development expenses in the Company’s statements of operations, depending on the type of services provided by the recipient of the equity award. Income Taxes The Company accounts for income taxes under an asset and liability approach for financial accounting and reporting for income taxes. Accordingly, the Company recognizes deferred tax assets and liabilities for the expected impact of differences between the financial statements and the tax basis of assets and liabilities. The Company accounts for uncertainties in income tax law under a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns as prescribed by U.S. GAAP. The tax effects of a position are recognized only if it is “more-likely-than-not” to be sustained by the taxing authority as of the reporting date. If the tax position is not considered “more-likely-than-not” to be sustained, then no benefits of the position are recognized. The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. In the event the Company was to determine that it would be able to realize its deferred tax assets in the future in excess of its recorded amount, an adjustment to the deferred tax assets would be credited to operations in the period such determination was made. Likewise, should the Company determine that it would not be able to realize all or part of its deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to operations in the period such determination was made. The Company is subject to U.S. federal and Massachusetts state income taxes. As the Company’s net operating losses have yet to be utilized, all previous tax years remain open to examination by federal and state taxing authorities in which the Company currently operates. The Company recognized approximately, $206,250 and $412,500 of income tax expense related to the foreign taxes withheld from an upfront payment received from LG Chem, Ltd. (“LG Chem”) pursuant to a collaboration agreement with LG Chem (the “LG Chem Agreement”) during the year ended December 31, 2020 and 2019, respectively. The Company recognizes interest accrued relative to unrecognized tax benefits in interest expense and penalties in operating expense. During the years ended December 31, 2020 and 2019, the Company did not recognize any income tax related interest and penalties. The Company did not have any accruals for income tax related interest and penalties at December 31, 2020 and 2019. Comprehensive Income (Loss) Components of comprehensive income or loss, including net income or loss, are reported in the financial statements in the period in which they are recognized. Other comprehensive income or loss is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. Net income (loss) and other comprehensive income (loss) are reported net of any related tax effect to arrive at comprehensive income (loss). Comprehensive loss includes net loss as well as other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders. The Company’s only element of other comprehensive loss in all periods presented, other than its net loss, was unrealized gains and losses on available-for-sale securities. Earnings (Loss) Per Share The Company’s computation of earnings (loss) per share (“EPS”) for the respective periods includes basic and diluted EPS. Basic EPS is measured as the income (loss) attributable to common stockholders divided by the weighted average number of common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares that would result from the exercise of outstanding stock options and warrants as if they had been exercised at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. Basic and diluted loss per common share is the same for all periods presented because all outstanding stock options and warrants are anti-dilutive. At December 31, 2020 and 2019, the Company excluded the outstanding securities summarized below, which entitle the holders thereof to acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive. December 31, 2020 2019 Common stock warrants 861,969 1,189,827 Common stock options 5,030,899 4,793,253 Nonvested restricted stock units 230,002 66,667 Total 6,122,870 6,049,747 Fair Value of Financial Instruments The authoritative guidance with respect to fair value established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels and requires that assets and liabilities carried at fair value be classified and disclosed in one of three categories, as presented below. Level 1. Observable inputs such as quoted prices in active markets for an identical asset or liability that the Company has the ability to access as of the measurement date. Financial assets and liabilities utilizing Level 1 inputs include active-exchange traded securities and exchange-based derivatives. Level 2. Inputs, other than quoted prices included within Level 1, which are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. Financial assets and liabilities utilizing Level 2 inputs include fixed income securities, non-exchange based derivatives, mutual funds, and fair-value hedges. Level 3. Unobservable inputs in which there is little or no market data for the asset or liability which requires the reporting entity to develop its own assumptions. Financial assets and liabilities utilizing Level 3 inputs include infrequently-traded non-exchange-based derivatives and commingled investment funds and are measured using present value pricing models. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company has determined that its financial assets are currently classified within Level 1 and that its financial liabilities are currently all classified within Level 3 in the fair value hierarchy. In determining the appropriate levels, the Company performs an analysis of the assets and liabilities at each reporting period end. The Company had $72,943,275 in cash equivalents and $10,002,550 in short-term marketable securities that were measured and recorded at fair value on the Company’s balance sheet at December 31, 2020. The Company had $39,303,609 in cash equivalents and $15,119,925 in short-term marketable securities that were measured and recorded at fair value on the Company’s balance sheet at December 31, 2019. The carrying value of financial instruments (consisting of cash, a certificate of deposit, accounts payable, accrued compensation and accrued expenses) is considered to be representative of their respective fair values due to the short-term nature of those instruments. Recent Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments- Credit Losses: Measurement of Credit Losses on Financial Instruments (ASC 326) (CECL). The standard requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. The standard is effective for annual reporting periods beginning after December 15, 2022, including interim reporting periods within each annual reporting period, for smaller reporting companies. T he Company is still evaluating the impact of ASU 2016-13 on the Company’s consolidated financial statements, if any. In December 2019, the FASB issued ASU No. 2019-12, “ Income Taxes (ASC 740): Simplifying the Accounting for Income Taxes Management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures. |
Fair Value
Fair Value | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value | 3. The Company accounts for its financial assets and liabilities using fair value measurements. The authoritative accounting guidance defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2020 and 2019 Fair Value Measurements as of December 31, 2020 Level 1 Level 2 Level 3 Fair Value Cash equivalents $ 72,943,275 $ — $ — $ 72,943,275 Marketable securities — 10,002,550 — 10,002,550 Total $ 72,943,275 $ 10,002,550 $ — $ 82,945,825 Fair Value Measurements as of December 31, 2019 Level 1 Level 2 Level 3 Fair Value Cash equivalents $ 39,303,609 $ — $ — $ 39,303,609 Marketable securities — 15,119,925 — 15,119,925 Total $ 39,303,609 $ 15,119,925 $ — $ 54,423,534 As of December 31, 2020 and 2019 |
Marketable Securities
Marketable Securities | 12 Months Ended |
Dec. 31, 2020 | |
Investments Debt And Equity Securities [Abstract] | |
Marketable Securities | 4. Marketable Securities As of December 31, 2020 and 2019, the fair value of available-for-sale marketable securities by type of security was as follows: December 31, 2020 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value U.S. Treasury Securities $ 9,995,419 $ 7,131 $ — $ 10,002,550 $ 9,995,419 $ 7,131 $ — $ 10,002,550 December 31, 2019 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value U.S. Treasury Securities $ 15,130,246 $ — $ (10,321 ) $ 15,119,925 $ 15,130,246 $ — $ (10,321 ) $ 15,119,925 At December 31, 2020, marketable securities consisted of $10,002,550 of investments that mature within twelve months. The Company recorded an unrealized gain on investments of $17,452 for the year ended December 31, 2020. At December 31, 2019, the Company marketable securities consisted of $15,119,925 of investments that mature within twelve months. The Company recognized an unrealized gain on investments of $637 for the year ended December 31, 2019. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2020 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | 5. Property and equipment as of December 31, 2020 and 2019 is summarized as follows: December 31, 2020 2019 Laboratory equipment $ 4,148,426 $ 3,587,559 Furniture and fixtures 93,321 93,321 Computer equipment 267,837 192,092 Construction in progress 405,019 — 4,914,603 3,872,972 Less accumulated depreciation (2,806,579 ) (2,026,050 ) Net property and equipment $ 2,108,024 $ 1,846,922 Depreciation expense for the year ended December 31, 2020 was included in the consolidated statements of operations and comprehensive loss as follows, excluding trademark amortization of $11,666 and amortization of capitalized license expenses of $265,263. Years Ended December 31, 2020 2019 General and administrative $ 20,301 $ 60,974 Research and development 760,228 738,140 Total $ 780,529 $ 799,114 During the year ended December 31, 2019, the Company sold lab equipment with an acquisition cost of $320,778 and accumulated depreciation of $139,003, and realized a loss of $54,274. The Company did not sell lab equipment or other capital equipment during the year ended December 31, 2020. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2020 | |
Accrued Liabilities Current [Abstract] | |
Accrued Expenses | 6. Accrued Expenses Accrued expenses as of December 31, 2020 and 2019 is summarized as follows: December 31, 2020 2019 Accrued compensation $ 1,963,983 $ 1,575,821 Contract manufacturing services 108,880 150,250 Professional Services 326,028 383,910 Contract research services 388,320 117,371 $ 2,787,211 $ 2,227,352 |
Einstein License and Service Ag
Einstein License and Service Agreement | 12 Months Ended |
Dec. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Einstein License and Service Agreement | 7. Einstein License and Service Agreement License Agreement On January 14, 2015, the Company entered into a license agreement, as amended on June 2, 2015 (the “Einstein License”), with Albert Einstein College of Medicine (“Einstein”) for certain patent rights relating to the Company’s core technology platform for the engineering of biologics to control T cell activity, precision, immune-modulatory drug candidates, and two supporting technologies that enable the discovery of costimulatory signaling molecules (ligands) and T-cell targeting peptides. On July 31, 2017, the Company entered into an amended and restated license agreement which modified certain obligations of the parties under the Einstein License. Under the Einstein License, the Company holds an exclusive worldwide license, with the right to sublicense, import, make, have made, use, provide, offer to sell, and sell all products, processes and services that use the patents covered by the Einstein License, including certain technology received from Einstein relating thereto (the “Licensed Products”). Under the Einstein License, the Company is required to: • Pay royalties and amounts based on certain percentage of proceeds, as defined in the Einstein License, from sales of Licensed Products and sublicense agreements. • Pay escalating annual maintenance fees, which are nonrefundable, but are creditable against the amount due to Einstein for royalties. • Make significant payments based upon the achievement of certain milestones, as defined in the Einstein License. Payments made upon achievement of milestones are nonrefundable and are not creditable against any other payment due to Einstein. At December 31, 2020, $150,000 had been paid by the Company towards achievement of these milestones. • Incur minimum product development costs until the first commercial sale of the first licensed product. The Company was in compliance with its obligations under the Einstein License at December 31, 2020 and 2019. The Einstein License expires upon the expiration of the Company’s last obligation to make royalty payments to Einstein which may be due with respect to certain Licensed Products, unless terminated earlier under the provisions thereof. The Einstein License includes certain termination provisions if the Company fails to meet its obligations thereunder. Pursuant to the Einstein License, the Company issued to Einstein 671,572 shares of the Company’s common stock in connection with the consummation of the initial public offering of its common stock on December 27, 2017. The Company accounts for the costs incurred in connection with the Einstein License in accordance with ASC 730, Research and Development Other Assets and Deferred Costs: Contracts with Customers |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 8. Effective March 23, 2016, the Company adopted the 2016 Omnibus Incentive Plan (the “Omnibus Plan”) and the 2016 Non-Employee Equity Incentive Plan (the “Non-Employee Plan”), which are intended to allow the Company to compensate and retain the services of key employees, non-employees, Scientific and Clinical Advisory Board members, and outside advisors and consultants. The plans are under the administration of the Company’s Board of Directors. Under the plans, the Company, at its discretion, may grant stock option awards to certain employees and non-employees through March 23, 2026. The Omnibus Plan and the Non-Employee Plan provide for the grant of a total of 2,000,000 shares of common stock and 500,000 shares of common stock, respectively. On August 13, 2017, the Company’s Board of Directors approved an amendment and restatement of the Company’s Omnibus Plan to increase the number of shares authorized for issuance under such plan by 800,000 shares, from 2,000,000 shares to 2,800,000 shares, subject to stockholder approval of such amendment within 12 months following board approval thereof. The Company’s stockholders approved the plan in December 2017. Additionally, on May 17, 2019, the Company’s Board of Directors approved Amendment No. 1 to the Omnibus Plan to increase the number of shares that may be issued as incentive stock options under the plan, which the Company’s stockholders approved on August 6, 2019. The Omnibus Plan, as amended and restated, provides that on the first day of each fiscal year of the Company during the period beginning in fiscal year ended December 31, 2018 and ending on the second day of fiscal year ending December 31, 2027, the number of shares of common stock authorized to be issued under such plan shall be increased by an amount equal to the lesser of (i) the number of shares necessary such that the aggregate number of shares available to be issued under the plan equals 20% of the number of fully diluted outstanding shares on such date (assuming the conversion of all outstanding shares of preferred stock and other outstanding convertible securities and exercise of all outstanding options and warrants to purchase shares) and (ii) an amount to be determined by the Company’s Board of Directors. Pursuant to the plans, during the year ended December 31, 2020, the Company granted stock options to purchase 981,800 shares of the Company’s common stock and 220,000 restricted stock units. At December 31, 2020, stock options for 4,459,301 shares of common stock and 320,000 restricted stock units had been granted and 750,325 shares of common stock were reserved for future grants under the Omnibus Plan, and stock options for 481,600 shares of common stock had been granted and 5,400 shares of common stock were reserved for future grants under the Non-Employee Plan. In the aggregate, at December 31, 2020, stock options for a total of 4,940,901 shares of common stock and 320,000 restricted stock units had been granted and 755,725 shares of common stock were reserved for future grants. Such grants are accounted for as share-based compensation in accordance with ASC 718, Compensation - Stock Compensation Equity-Based Payments to Non-Employees Stock Option Valuation For stock options requiring an assessment of value during the years ended December 31, 2020 and 2019, the fair value of each stock option award was estimated using the Black-Scholes option-pricing model utilizing the following assumptions: December 31, 2020 2019 Risk-free interest rate 0.38 to 1.56% 1.75 to 2.58% Expected dividend yield 0% 0% Expected volatility 93.4-99.6% 88.0-94.0% Expected life 5.5 to 6.25 years 4.0 to 6.25 years The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected term of the stock option award; as permitted by Staff Accounting Bulletin 107, due to insufficient history of stock option activity, management has utilized the simplified approach to estimate the expected term of the stock options, which represents the period of time that stock options granted are expected to be outstanding; the expected volatility is based upon historical volatilities of comparable companies in a similar industry; and the expected dividend yield based upon the Company’s current dividend rate and future expectations. A summary of stock option activity for the years ended December 31, 2020 is as follows: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Stock options outstanding at December 31, 2018 4,540,321 $ 7.08 5.16 Granted 1,288,100 Exercised (485,105 ) Cancelled (550,063 ) Stock options outstanding at December 31, 2019 4,793,253 $ 7.10 5.64 Granted 981,800 17.31 Exercised (454,497 ) 4.86 Cancelled (289,657 ) 10.14 Stock options outstanding at December 31, 2020 5,030,899 $ 9.10 5.51 Stock options exercisable at December 31, 2020 2,920,318 $ 7.05 4.03 The Company recognized, $8,861,760 and $6,208,949, in stock-based compensation during the years ended December 31, 2020 and 2019, respectively related to stock option activity. As of December 31, 2020, total unrecognized stock-based compensation was approximately $15,605,021, which is expected to be recognized as an operating expense in the Company’s consolidated statements of operations and comprehensive loss through June 2022. The aggregate intrinsic value of exercisable but unexercised in-the-money stock options at December 31, 2020 was approximately $16,869,399 based on a weighted average exercise price of $7.05 per share. The aggregate intrinsic value of options is calculated as the difference of the market close price of $12.51 on December 31, 2020, and the weighted average exercise price of $7.05, with a weighted average remaining contractual term of 4.03 years. The aggregate intrinsic value of exercisable but unexercised in-the-money stock options at December 31, 2019 was approximately $19,471,155, based on a weighted average exercise price of $6.26 per share at December 31, 2019. Option Amendments- Modification of Incentive Stock Options During the year ended December 31, 2020, the following event resulted in the amendment to terms of outstanding stock option awards: On January 22, 2020, an employee who was employed for a particular role pursuant to an employment agreement that prescribed certain separation benefits to the employee was separated from that role. Per the employment agreement, upon termination (i) all unvested stock options would accelerate and become vested as of the termination date, and (ii) the options would remain exercisable, to the extent applicable, following the date of termination for the period prescribed in the equity award plan. As of January 21, 2020, the terminated employee held outstanding options to purchase an aggregate of 215,000 shares of the Company's common stock at a weighted average exercise price of $6.22 per share, including unvested options to purchase 94,375 shares at a weighted average exercise price of $7.83 per share. On January 21, 2020, the unvested portion of the outstanding options vested, and the post-employment option exercise period was extended from 90 days, as prescribed to the equity award plan, to 12 months from the date of the termination. In May 2020, the final separation agreement was amended to extend the post-employment option exercise period from 12 months to 36 months. The Company calculated the change in stock-based compensation cost associated with the previously described stock option modifications pursuant to the applicable guidance in ASC 718. The change in compensation cost was determined by calculating the difference between (a) the estimated fair value of each option award immediately prior to the modifications and (b) the estimated fair value of each option award immediately after the modifications. The fair value of each option award immediately prior to and immediately after modification was estimated using the Black-Scholes option-pricing model to determine an incremental fair value, consistent with and in accordance with the Company’s existing accounting policy for stock compensation. The total additional compensation cost associated with the previously described modifications was determined to be approximately $344,850, which was expensed in the year ended December 31, 2020. Restricted Stock Units On October 3, 2019, the Company granted 100,000 restricted stock units (“RSUs”) with time-based vesting conditions to certain executives. During the year ended December 31, 2019, the Company awarded 100,000 RSUs at an average grant date fair value of $7.53 per share. The RSUs vest in three substantially equal installments beginning on grant date, and annually thereafter. Compensation expense is recognized on a straight-line basis. On February 5, 2020, the Company granted 150,000 RSUs with time-based vesting conditions to an executive officer. One-half of the RSUs vest on September 30, 2021, and the balance vest on March 31, 2022, subject to the recipient’s continued service on each applicable vesting date. On March 31, 2020, the Company granted 50,000 RSUs with time-based vesting conditions to an executive officer. The RSUs vest in three substantially equal installments beginning on the grant date, and annually thereafter, subject to the recipient’s continued service on each applicable vesting date. Compensation expense is recognized on a straight-line basis. On August 21, 2020, the Company granted 20,000 RSUs with time-based vesting conditions to an executive officer. The RSUs vest in three substantially equal installments beginning on the grant date, and annually thereafter, subject to the recipient’s continued service on each applicable vesting date. Compensation expense is recognized on a straight-line basis. The following Restricted Securities Number of Shares Weighted Average Grant Date Fair Value Per Share Nonvested balance as of December 31, 2019 66,667 $ 7.53 Granted 220,000 17.96 Vested/Released (56,665 ) 10.94 Forfeited — — Nonvested balance at December 31, 2020 230,002 $ 16.66 The Company recognized $1,619,022 and $312,032 in stock-based compensation during the years ended December 31, 2020 and 2019, respectively, related to restricted stock unit activity. As of December 31, 2020, total unrecognized stock-based compensation was approximately $2,772,845, which is expected to be recognized as an operating expense in the Company’s consolidated statements of operations and comprehensive loss through June 2022. Stock-based Compensation Stock-based compensation for the years ended December 31, 2020 and 2019 was included in the consolidated statements of operations and comprehensive loss as follows: December 31, 2020 2019 General and administrative $ 4,093,542 $ 2,109,335 Research and development 6,387,240 4,411,647 Total $ 10,480,782 $ 6,520,982 |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2020 | |
Warrants And Rights Note Disclosure [Abstract] | |
Warrants | 9 . Warrants The Company has two tranches of common stock warrants outstanding at December 31, 2020. The first tranche was exercisable for 370,370 shares of common stock issued on June 15, 2015 with an exercise price of $2.70 per share. These warrants were issued with a 7 year term and expire on June 15, 2022. The second tranche was exercisable for 882,071 shares of common stock issued on December 27, 2017 with an exercise price of $9.38 per share. These warrants were issued with a 5 year term and expire on December 26, 2022. The intrinsic value of exercisable but unexercised in-the-money common stock warrants at December 31, 2020 was approximately $3,187,000 based on a fair value of $12.51 per share on December 31, 2020. Each tranche of warrants was evaluated under ASC 480, Distinguishing Liabilities from Equity, and ASC 815, Derivatives and Hedging , and the Company determined that equity classification was appropriate. The following table summarizes common stock warrant activity for the year ended December 31, 2020: Warrant Issued June 15, 2015 Tranche 1 Warrant Issued December 27, 2017 Tranche 2 Total Balance at December 31, 2019 322,259 867,568 1,189,827 Issued via cashless exercises (227,184 ) (50,995 ) (278,179 ) Withheld as payment to cover issued shares (22,464 ) (27,215 ) (49,679 ) Balance at December 31, 2020 72,611 789,358 861,969 |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2020 | |
Revenue From Contract With Customer [Abstract] | |
Revenue Recognition | 1 0 . Revenue Recognition The Company recognizes collaboration revenue under certain of the Company’s license or collaboration agreements that are within the scope of ASC 606. The Company’s contracts with customers typically include promises related to licenses to intellectual property and research and development services. If the license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenue from non-refundable, up-front fees allocated to the license when the license is transferred to the licensee and the licensee is able to use and benefit from the license. For licenses that are bundled with other promises, the Company utilizes judgement 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 from non-refundable, up-front fees. The Company’s contracts may include options to acquire additional goods and/or services. The terms of the Company’s arrangements with customers typically include the payment of one or more of the following: (i) non-refundable, up-front payment, (ii) development, regulatory and commercial milestone payments, (iii) future options and (iv) royalties on net sales of licensed products. Accordingly, the transaction price is generally comprised of a fixed fee due at contract inception and variable consideration in the form of milestone payments due upon the achievement of specified events and tiered royalties earned when customers recognize net sales of licensed products. The Company measures the transaction price based on the amount of consideration to which it expects to be entitled in exchange for transferring the promised goods and/or services to the customer. The Company utilizes the “most likely amount” method to estimate the amount of variable consideration, to predict the amount of consideration to which it will be entitled for its one open contract. Amounts of variable consideration are included in the transaction price to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Milestone payments that are not within the control of the Company or the licensee, such as those dependent upon receipt of regulatory approval, are not considered to be probable of achievement until the triggering event occurs. At the end of each reporting period, the Company reevaluates the probability of achievement of each milestone and any related 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 revenue and net loss in the period of adjustment. For arrangements that include sales-based royalties, including milestone payments based upon the achievement of a certain level of product sales, the Company recognizes revenue upon the later of: (i) when the related sales occur or (ii) when the performance obligation to which some or all of the payment has been allocated has been satisfied (or partially satisfied). To date, the Company has not recognized any development, regulatory or commercial milestones or royalty revenue resulting from any of its collaboration arrangements. Consideration that would be received for optional goods and/or services is excluded from the transaction price at contract inception. The Company allocates the transaction price to each performance obligation identified in the contract on a relative standalone selling price basis, when applicable. However, certain components of variable consideration are allocated specifically to one or more particular performance obligations in a contact to the extent both of the following criteria are met: (i) the terms of the payment relate specifically to the efforts to satisfy the performance obligation or transfer the distinct good or service and (ii) allocating the variable amount of consideration entirely to the performance obligation or the distinct good or service is consistent with the allocation objective of the standard whereby the amount allocated depicts the amount of consideration to which the entity expects to be entitled in exchange for transferring the promised goods or services. The Company develops assumptions that require judgement to determine the standalone selling price for each performance obligation identified in each contract. The key assumptions utilized in determining the standalone selling price for each performance obligation may include forecasted revenues, development timelines, estimated research and development costs, discount rates, likelihood of exercise and probabilities of technical and regulatory success. Revenue is recognized based on the amount of the transaction price that is allocated to each respective performance obligation when or as the performance obligation is satisfied by transferring a promised good and/or service to the customer. For performance obligations that are satisfied over time, the Company recognizes revenue by measuring the progress toward complete satisfaction of the performance obligation using a single method of measuring progress which depicts the performance in transferring control of the associated goods and/or services to the customer. The Company uses input methods to measure the progress toward the complete satisfaction of performance obligations satisfied over time. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenue and net loss in the period of adjustment. The Company measures progress toward satisfaction of the performance obligation over time as effort is expended. On November 14, 2017, the Company entered into a collaboration agreement (the “Merck Agreement”) with Merck Sharp & Dohme Corp. (“Merck”) for a partnership to research and develop certain of the Company’s proprietary biologics that target certain autoimmune disease indications (the “Initial Indications”). The Company views the Merck Agreement as a component of its development strategy since it will allow the Company to advance its autoimmune programs in partnership with a world class pharmaceutical company, while also continuing its focus on its more advanced cancer programs. The research program outlined in the Merck Agreement entails (1) the Company’s research, discovery and development of certain Immuno-STAT TM In exchange for the licenses and other rights granted to Merck under the Merck Agreement, Merck paid to the Company a $2.5 million nonrefundable up-front payment. Additionally, the Company may be eligible to receive funding in developmental milestone payments, as well as tiered royalties, if all research, development, regulatory and commercial milestones agreed upon by both parties are successfully achieved. Excluding the up-front payment described above, the Company is eligible to earn up to $101 million for the achievement of certain research and development milestones, $120 million for the achievement of certain regulatory milestones and $150 million for the achievement of certain commercial milestones, in addition to tiered royalties on sales, if all pre-specified milestones associated with multiple products across the primary disease indication areas are achieved. The Merck Agreement requires the Company to use the first $2.5 million milestone payment it receives under the agreement to fund contract research. The amount of the royalty payments is a percentage of product sales ranging in the single digits based on the amount of such sales. As it relates to the Merck Agreement, the Company recognized the upfront payment associated with its one open contract as a contract liability upon receipt of payment as it requires deferral of revenue recognition to a future period until the Company performs its obligations under the arrangement. Amounts expected to be recognized as revenue within the twelve months following the balance sheet date are classified in current liabilities. Amounts not expected to be recognized as revenue within the twelve months following the balance sheet date are classified as contract liabilities, net of current portion. The Company determined that there was one performance obligation: consisting of the license and research development services. Thus, the transaction price of $2.5 million was allocated to the single performance obligation. On November 18, 2020, the Company entered into a First Amendment to the Merck Agreement (the “Amendment”) with Merck. Pursuant to rights granted to Merck under the Merck Agreement, the Amendment extends the term of the research program under the Merck Agreement for an additional year, until December 31, 2021. Under the terms of the Amendment, Merck will reimburse the Company for specified expenses and provide additional financial research support to further study and develop preclinical biologics with the objective of identifying clinical candidates subject, in each case, to specified maximum amounts, with any amounts in excess of such maximum amounts to be borne by the Company. On November 18, 2020, the Company earned a milestone payment related to this Amendment in the amount of $300,000. The $300,000 Aside from the $300,000 milestone payment earned to date, the Company does not believe that any variable consideration should be included in the transaction price at December 31, 2020. Such assessment considered the application of the constraint to ensure that estimates of variable consideration would be included in the transaction price only to the extent the Company had a high degree of confidence that revenue would not be reversed in a subsequent reporting period. The Company will re-evaluate the transaction price, including the estimated variable consideration included in the transaction price and all constrained amounts, in each reporting period and as other changes in circumstances occur by assessing the effort and expense expended during the period. For the year ended December 31, 2020, the Company recognized approximately $177,000 in collaboration revenue related to this agreement and recorded short and long-term research and development liabilities on its balance sheet dated December 31, 2020 of $606,771 and $0, respectively. For the year ended December 31, 2019, the Company recognized approximately $874,000 in collaboration revenue related to this agreement and recorded short and long-term research and development liabilities on its balance sheet dated December 31, 2019 of $483,515 and $0, respectively. On November 6, 2018, the Company entered into the LG Chem Agreement with LG Chem related to the development of the Company’s Immuno-STATs focused in the field of oncology. Pursuant to the LG Chem Agreement, the Company granted LG Chem an exclusive license to develop, manufacture and commercialize the Company’s lead product, CUE-101, as well as Immuno-STATs that target T cells against two additional cancer antigens, in certain Asian countries (the “LG Chem Territory”). Pursuant to a global license and collaboration agreement, dated December 18, 2019, as amended on November 5, 2020, LG Chem has the option to elect one additional Immuno-STAT for an oncology target on or prior to April 30, 2021 for a worldwide development and commercialization license, and the Company will retain an option to co-develop and co-commercialize the additional program worldwide. The Company retains rights to develop and commercialize all assets included in the agreement in the United States and in global markets outside of Asia. In exchange for the licenses and other rights granted to LG Chem under the LG Chem Agreement, LG Chem made a $5.0 million equity investment in common stock of the Company and a $5.0 million nonrefundable upfront cash payment. The Company is also eligible to receive up to an additional $400 million in research, development, regulatory and sales milestones. In addition, the LG Chem Agreement also provides that LG Chem will pay the Company tiered single-digit percentage royalties on net sales of commercialized drug product candidates in the LG Chem Territory. On May 16, 2019, LG Chem paid the Company a $2.5 million milestone payment for the FDA acceptance of the IND for the Company’s lead drug candidate, CUE-101, pursuant to the LG Chem Agreement. The $2.5 million milestone payment was recorded as a contract liability upon receipt of payment as it requires deferral of revenue recognition to a future period until the Company performs its obligations under the arrangement. Of the $2.5 million milestone payment, approximately $412,500 was recognized as tax withholding, shown as income tax expense on the consolidated statements of operations and comprehensive loss. On December 7, 2020, the Company earned a $1.25 million milestone payment on the selection of a pre-clinical candidate pursuant to the LG Chem Agreement. The $1.25 million milestone payment was recorded as a contract liability upon receipt. Revenue related to this milestone payment will be recognized by the Company pursuant to the Company’s revenue recognition policy in relation to the performance of its obligations related to the development of this pre-clinical candidate. Of the $1.25 million milestone payment, approximately $206,250 was withheld as payment of foreign tax withholding and shown as income tax expense on the consolidated statement of operations and comprehensive loss. The Company Aside from the $3.75 million milestone payments earned to date, the Company does not believe that any variable consideration should be included in the transaction price as of December 31, 2020. Such assessment considered the application of the constraint to ensure that estimates of variable consideration would be included in the transaction price only to the extent the Company had a high degree of confidence that revenue would not be reversed in a subsequent reporting period. The Company will re-evaluate the transaction price, including the estimated variable consideration included in the transaction price and all constrained amounts, in each reporting period and as other changes in circumstances occur. For the years ended December 31, 2020 and 2019, the Company The Company considered the capitalization of contract costs under the guidance in ASC 340. There were no contract costs identified in the Merck Agreement. As it related to the LG Chem Agreement, the Company capitalized license expenses of approximately $907,600 as of December 31, 2020, pursuant to the Einstein License which requires the Company to pay a percentage of sublicenses related to the Company’s patent rights for components of its core technology that is licensed from Einstein. This amount is comprised of approximately $438,000 of capitalized license expenses related to the upfront payment received from LG Chem in December 2018, approximately $313,000 in capitalized license expenses related to the milestone payment received in June 2019, and approximately $156,600 in capitalized license expenses related to the milestone payment received in December 2020, net of accumulated amortization of approximately $490,700. For the year ended December 31, 2020, approximately $416,900 was included in prepaid expenses and other short-term assets and $0 is included in other long-term assets. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders Equity [Abstract] | |
Stockholders' Equity | 1 1 . Stockholders’ Equity Preferred Stock The Company has authorized a total of 10,000,000 shares of preferred stock, par value $0.001 per share, none of which were outstanding at December 31, 2020 and 2019. The Company’s Board of Directors has the authority to issue preferred stock and to determine the rights, preferences, privileges, and restrictions, including voting rights. Common Stock The Company has authorized a total of 100,000,000 shares of common stock, par value $0.001 per share, of which 30,351,366 shares and 26,562,178 shares were issued and outstanding at December 31, 2020 and 2019, respectively. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 1 2 . Information with respect to payments under the Einstein License is described in Note 7. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 1 3 . The Company accounts for income taxes under the provision of ASC 740, Income Taxes Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets as of December 31, 2020 and 2019 are as follows: 2020 2019 Deferred tax assets: Net operating loss carryforwards $ 34,539,000 $ 23,348,000 Research and other credits 2,312,000 2,069,000 Reserves and accruals 7,446,000 5,281,000 Other — 3,000 Total gross deferred tax assets 44,297,000 30,701,000 Less valuation allowance (42,321,000 ) (29,095,000 ) Total deferred tax assets 1,976,000 1,606,000 Deferred tax liability: Depreciation (1,974,000 ) (1,606,000 ) Other (2,000 ) — Net deferred tax assets $ — $ — In assessing the potential realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the Company attaining future taxable income during the periods in which those temporary differences become deductible. As of December 31, 2020, and 2019, management was unable to determine if it is more likely than not that the Company’s deferred tax assets will be realized and has therefore recorded a 100% valuation allowance against deferred tax assets at such dates. No Federal tax provision has been provided for the years ended December 31, 2020, 2019, and 2018, due to the losses incurred during such periods. A reconciliation of the difference between the income tax rate computed by applying the U.S. Federal statutory rate and the effective tax rate for the years ended December 31, 2020, 2019, and 2018 is as follows: Years Ended December 31, 2020 2019 U. S. Federal statutory tax rate (21 )% (21 )% State Taxes (7 )% (6 )% Change in valuation allowance 30 % 27 % Tax credits (1 )% (2 )% Stock based compensation (2 )% 1 % Tax reform 0 % 0 % Foreign withholding taxes 0 % 1 % Other 1 % 1 % Effective tax rate 0 % 1 % The Company has applied the provisions of ASC 740, which clarifies the accounting for uncertainty in tax positions and requires the recognition of the impact of a tax position in the financial statements if that position is more likely than not of being sustained on a tax return, based on the technical merits of the position, upon examination by the relevant taxing authority. At December 31, 2020 and 2019, the Company had unrecognized tax benefits related to Federal and state research tax credits of approximately $1,675,000 and $1,334,000, respectively. The Company is subject to Federal and state income tax examinations by tax authorities for all years since its incorporation in 2014. The Company is currently not under examination by any tax authority. At December 31, 2020, the Company has available net operating loss carryforwards for Federal and state income tax purposes of approximately $126,941,033 and $126,360,676, respectively, which, if not utilized earlier, will begin to expire in 2035. Approximately, $98,429,255 of the federal net operating losses have an indefinite carryforward. The Company has Federal research credits of approximately $2,993,000, which, if not utilized earlier, will begin to expire in 2035, and state research credits of approximately $1,151,000, which, if not utilized earlier, will begin to expire in 2031. At December 31, 2020 the Company recorded $250,000 in research credits as prepaid to be offset against payroll tax liabilities associated with research and development personnel in 2020 in addition to the approximately $250,000 in research and development credits remaining in prepaid from 2019. Ownership changes, as defined in the Internal Revenue Code, including those resulting from the issuance of common stock in connection with our public offerings, may limit the amount of net operating loss and tax credit carryforwards that can be utilized to offset future taxable income or tax liability. The amount of the limitation is determined in accordance with Section 382 of the Internal Revenue Code. We have performed an analysis of ownership changes through December 31, 2020. Based on this analysis, we do not believe that any of our tax attributes will expire unutilized due to Section 382 limitations. The following is a reconciliation of the Company’s gross uncertain tax position at December 31, 2020 and 2019: Year Ended December 31, 2020 2019 Balance at the beginning of year $ 1,334,000 $ 972,000 Additions for current year tax provisions 341,000 294,000 Additions for prior year tax provisions — 81,000 Reductions of prior year tax provisions — (13,000 ) Balance as of end of year $ 1,675,000 $ 1,334,000 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 1 4 . Einstein License and Service Agreement The Company’s remaining commitments with respect to the Einstein License are based on the attainment of future milestones. The aggregate amount of milestone payments made under the Einstein License may equal up to $1.85 million for each Licensed Product, and up to $1.85 million for each new indication of a Licensed Product. Additionally, the aggregate amount of one-time milestone payments based on cumulative sales of all Licensed Products may equal up to $5.75 million. The Company is also party to a service agreement with Einstein to support the Company’s ongoing research and development activities. Collaboration Agreement with Merck See discussion of the Merck Agreement in Note 10. Collaboration Agreement with LG Chem Life Sciences See discussion of the LG Chem Agreement in Note 10 Leased Facilities The Company leases approximately 19,900 square feet of office space in Cambridge, Massachusetts under a lease that began in May 2018 On January 18, 2018, the Company entered into an operating lease agreement for its laboratory and office space in Cambridge, Massachusetts for the period from May 1, 2018 through April 30, 2021 (the “Laboratory and Office Lease”). The lease contains escalating payments during the lease period. Upon execution of this lease agreement the Company prepaid three months of rent, two of which will be held in escrow and credited against future rent payments and that the other of which was applied to the first months ’ rent. The Company also prepaid seven and one half months ’ rent pursuant to an amendment to the lease agreement executed on June 18, 2018. These amounts were recorded to deposits and prepaid expenses, respectively , at December 31 , 20 20 . On June 18, 2018, the Company entered into an amendment to the Laboratory and Office Lease that provided the Company with a reduction in rental fees for its office and laboratory space in exchange for prepayment of a portion of the fees. This amendment was effective beginning on May 15, 2018 and expires on April 14, 2021. The monthly rent payment due under the Laboratory and Office Lease is currently $330,550 until April 2021 and will increase to $375,174 for the remainder of the term. On September 20, 2018, the Company entered into an operating lease for additional laboratory space at 21 Erie Street, Cambridge, Massachusetts for the period from October 15, 2018 through April 14, 2021(the “Additional Laboratory Lease”). The lease contains escalating payments during the lease period. The monthly rental rate under the Additional Laboratory Lease was $72,600 for the first 12 months and $78,600 for the remainder of the term. Upon execution of this lease agreement the Company prepaid 12 months’ rent pursuant to the lease agreement executed on September 20, 2018. On September 19, 2019, the Company entered into a second amendment to the Additional Laboratory Lease that removed one holding room from the additional laboratory space. The amendment was effective beginning on October 1, 2019 and expires on April 14, 2021. The monthly rental rate under the Additional Laboratory Lease decreased from $78,600 to $58,995, for the remainder of the lease term. The partial termination of the lease did not change the classification of the lease and remained accounted for as an operating lease. The weighted-average discount rate remained the same at 6%. The Company accounted for the lease modification under ASC 842 that removed one holding room by electing Approach 1, which remeasured the right-of-use asset on the basis of the amount of the liability change. The modification of the partial termination resulted in a reduction to right-of-use asset and lease liability of $335,465 and $327,079, respectively. The difference of $8,386 was recorded as a loss to the right-of-use asset as of December 31, 2019. On June 24, 2020, the Company entered into a second amendment to the Laboratory and Office Lease. Pursuant to the amendment (1) the term of the lease was extended to June 14, 2022 and (2) the monthly rental rate for the last 14 months of the lease term was increased to $375,174. The Company determined that the amendment should be accounted for as a lease modification applicable under ASC 842, not as a separate contract, with an effective date of lease modification of May 14, 2020. At the effective date of modification, the Company recorded an adjustment to the right-of-use asset and lease liability in the amount of approximately $4,826,000. On July 20, 2020, the Company entered into a third amendment to the Additional Laboratory Lease. Pursuant to the amendment the term of the lease was extended to June 14, 2022. The Company determined that the amendment should be accounted for as a lease modification applicable under ASC 842, not as a separate contract, with an effective date of lease modification of August 4, 2020, when the agreement was fully executed. At the effective date of modification, the Company recorded an adjustment to the right-of-use asset and lease liability in the amount of approximately $813,000. At December 31, 2020, the Company recorded approximately $6,774,000 to operating right-of-use asset, and approximately $4,777,000 and $2,369,000 to short and long-term operating lease liability, respectively. At December 31, 2020 the remaining lease term was 1.46 years. Future minimum lease payments under these leases at December 31, 2020 are as follows: Year 2021 5,079,642 2022 2,407,692 Total lease payments 7,487,334 Less: present value discount (341,121 ) Present value of lease payments $ 7,146,213 Total rent expense of approximately $4,593,000 and $4,474,000 was included in the consolidated statements of operations and comprehensive loss for the years ended December 31, 2020 and 2019, respectively. Contingencies The Company accrues for contingent liabilities to the extent that the liability is probable and estimable. There are no accruals for contingent liabilities in these consolidated financial statements. The Company may be subject to various legal proceedings from time to time as part of its business. As of December 31, 2020, the Company was not a party to any legal proceedings or threatened legal proceedings, the adverse outcome of which, individually or in the aggregate, would have a material adverse effect on its business, financial condition or results of operations. |
Cue Biopharma 401(k) Plan
Cue Biopharma 401(k) Plan | 12 Months Ended |
Dec. 31, 2020 | |
Compensation And Retirement Disclosure [Abstract] | |
Cue Biopharma 401(k) Plan | 1 5 . Cue Biopharma 401(k) Plan Effective as of January 1, 2017, the Company adopted the Cue Biopharma 401(k) Plan (the “Plan”) for all employees of the Company. Employees may participate in the Plan upon complying with the Plan’s eligibility requirements, subject to limitations imposed by the Internal Revenue Service. Under the Plan, the Company may match employee contributions at its discretion. The Company did not make any contributions to the Plan during the year ended December 31, 2020 or 2019. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 1 6 . The Company has evaluated subsequent events through the date on which the consolidated financial statements were issued, to ensure that this submission includes appropriate disclosure of events both recognized in the consolidated financial statements and events which occurred subsequently but were not recognized in the consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements for the years ended December 31, 2020 and 2019, have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and Generally Accepted Accounting Principles in the United States (“U.S. GAAP”) for financial information, which prescribes elimination of all significant intercompany accounts and transactions in the accounts of the Company and its wholly owned subsidiary, Cue Biopharma Securities Corporation, Inc., which was incorporated in the Commonwealth of Massachusetts in December 2018. |
Public Offerings | Public Offerings In June 2019, the Company entered into an “at-the-market” (“ATM”) equity offering sales agreement (the “June 2019 ATM Agreement”) with Stifel Nicolaus & Company, Inc. (“Stifel”) to sell shares of the Company’s common stock for aggregate gross proceeds of up to $30 million, from time to time, through an ATM equity offering program under which Stifel acted as sales agent. As of December 31, 2020, the Company had sold 3,584,945 shares of common stock under the June 2019 ATM Agreement for proceeds of approximately $29.4 million, net of commissions paid, but excluding transaction expenses, and terminated this equity offering upon completion. In November 2019, the Company entered into an ATM equity offering sales agreement with Stifel (the “November 2019 ATM Agreement”) to sell shares of the Company’s common stock for aggregate gross proceeds of up to $20 million, from time to time, through an ATM equity offering program under which Stifel acted as sales agent. As of December 31, 2020, the Company had sold 1,729,110 common shares under the November 2019 ATM Agreement for proceeds of approximately $19.6 million, net of commissions paid, but excluding estimated transaction expenses, and terminated this equity offering upon completion. In March 2020, the Company entered into an ATM equity offering sales agreement with Stifel (the “March 2020 ATM Agreement”) to sell shares of the Company’s common stock for aggregate gross proceeds of up to $ 35 million, from time to time, through an ATM equity offering program under which Stifel would act as sales agent. As of December 31, 2020, the Company had sold a total of 1,824,901 shares of common stock under the March 2020 ATM Agreement for proceeds of approximately $ 34.3 million, net of commissions paid, but excluding estimated transaction expenses. Due to the issuance and sale of all the shares of common stock subject thereto, the March 2020 ATM Agreement terminated in accordance with its terms . In June 2020, the Company entered into an ATM equity offering sales agreement with Stifel (the “June 2020 ATM Agreement”) to sell shares of the Company’s common stock for aggregate gross proceeds of up to $40 million, from time to time, through an ATM equity offering program under which Stifel acts as sales agent. The June 2020 ATM Agreement will terminate upon the earliest of (a) the sale of $40 million of shares of the Company’s common stock or (b) the termination of the June 2020 ATM Agreement by the Company or Stifel. As of December 31, 2020, the Company had sold 1,192,000 shares of common stock under the June 2020 ATM Agreement for proceeds of approximately $22.4 million, net of commissions paid, but excluding estimated transaction expenses. |
Consolidation | Consolidation The accompanying consolidated financial statements include the Company and its wholly owned subsidiary, Cue Biopharma Securities Corporation, Inc. The Company has eliminated all intercompany transactions for the years presented. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. |
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 at the date of the financial statements and the reported amounts of expenses during the reporting period. Significant estimates include estimates related to revenue, the accounting for potential liabilities and accrued expenses, the assumptions utilized in valuing stock-based compensation issued for services, the realization of deferred tax assets, and the useful life with respect to long-lived assets and intangibles. Actual results could differ from those estimates. |
Cash Concentrations | Cash Concentrations The Company maintains its cash balances with a financial institution in Federally-insured accounts and may periodically have cash balances in excess of insurance limits. The Company maintains its accounts with a financial institution with a high credit rating. The Company has not experienced any losses to date and believes that it is not exposed to any significant credit risk on cash. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all liquid investments with a maturity of three months or less at the date of purchase to be cash equivalents. The Company currently invests available cash in money market funds. |
Marketable Securities | Marketable Securities Marketable securities consist of investments with original maturities greater than ninety days and less than one year from the balance sheet date. The Company classifies all of its investments as available-for-sale securities. Accordingly, these investments are recorded at fair value, which is based on quoted market prices. Unrealized gains are recognized and are included in other comprehensive income (loss). Realized gains are recognized and determined on a specific identification basis and are included in other income (loss) on the income statement. Amortization and accretion of discounts and premiums is recorded in interest income. The Company currently invests in United States Treasury obligations. |
Restricted Cash | Restricted Cash The Company purchased a $150,000 certificate of deposit to collateralize a credit card account with a commercial bank that was classified as short-term certificate of deposit as of December 31, 2020. |
Property and Equipment | Property and Equipment Property and equipment is recorded at cost. Major improvements are capitalized, while maintenance and repairs are charged to expense as incurred. Gains and losses from disposition of property and equipment are included in income and expense when realized. Amortization of leasehold improvements is provided using the straight-line method over the shorter of the lease term or the useful life of the underlying assets. Depreciation of property and equipment is provided using the straight-line method over the following estimated useful lives: Laboratory equipment 5 years Computer equipment 3 years Furniture and fixtures 3-8 years The Company recognizes depreciation and amortization expense in general and administrative expenses and in research and development expenses in the Company’s consolidated statements of operations and comprehensive loss, depending on how each category of property and equipment is utilized in the Company’s business activities. |
Trademark | Trademark Trademark consists of the Company’s right, title and interest in and to the CUE BIOLOGICS Mark, and any derivative mark incorporating CUE, throughout the world, together with all associated goodwill and common law rights appurtenant thereto, including, but not limited to, any right, title and interest in any corporate name, company name, business name, trade name, dba, domain name, or other source identifier incorporating CUE. As the Company can renew the underlying rights to the CUE BIOLOGICS Mark indefinitely at nominal cost, this acquired intangible asset has been classified as a component of other long term assets, having a useful life of 15 years. The Company recorded $11,666 and $11,667 in amortization related to the trademark at December 31, 2020 and 2019, respectively. |
Revenue Recognition | Revenue Recognition The Company follows the provisions of Accounting Standards Codification 606, Revenue from Contracts with Customers (“ASC 606”). variable consideration is subsequently resolved. At the inception of each arrangement that includes development and regulatory milestone payments, the Company evaluates whether the associated event is considered probable of achievement and estimates the amount to be included in the transaction price using the most likely amount method. Currently, the Company has one contract with an option to acquire additional goods and/or services in the form of additional research and development services for additional drug product candidates which it evaluated and determined that it was not a material right related to the LG Chem agreement |
Research and Development Expenses | Research and Development Expenses Research and development expenses consist primarily of compensation costs, fees paid to consultants, outside service providers and organizations (including research institutes at universities), facility costs, and development and clinical trial costs with respect to the Company’s drug product candidates. Research and development expenses incurred under contracts are expensed ratably over the life of the underlying contracts, unless the achievement of milestones, the completion of contracted work, or other information indicates that a different pattern of performance is more appropriate. Other research and development expenses are charged to operations as incurred. Nonrefundable advance payments are recognized as an expense as the related services are performed. The Company evaluates whether it expects the services to be rendered at each quarter end and year end reporting date. If the Company does not expect the services to be rendered, the advance payment is charged to expense. Nonrefundable advance payments for research and development services are included in prepaid and other current assets on the balance sheet. To the extent that a nonrefundable advance payment is for contracted services to be performed within 12 months from the reporting date, such advance is included in current assets; otherwise, such advance is included in non-current assets. The Company evaluates the status of its research and development agreements and contracts, and the carrying amount of the related assets and liabilities, at each quarter end and year end reporting date, and adjusts the carrying amounts and their classification on the balance sheet as appropriate. |
Patent Expenses | Patent Expenses The Company is the exclusive worldwide licensee of, and has patent applications pending for, numerous domestic and foreign patents. Due to the significant uncertainty associated with the successful development of one or more commercially viable drug product candidates based on the Company’s research efforts and any related patent applications, all patent costs, including patent-related legal fees, filing fees and other costs are charged to operations as incurred. For the years ended December 31, 2020 and 2019, patent expenses were $1,879,000 and $1,934,000, respectively. Patent expenses are included in general and administrative expenses in the Company’s consolidated statements of operations and comprehensive loss. |
Licensing Fees and Costs | Licensing Fees and Costs Licensing fees and costs consist primarily of costs relating to the acquisition of the Company’s license agreement with Einstein, including related royalties, maintenance fees, milestone payments and product development costs. Licensing fees and costs are charged to operations as incurred. |
Long-Lived Assets | Long-Lived Assets The Company reviews long-lived assets, consisting of property and equipment and a trademark, for impairment at each fiscal year end or when events or changes in circumstances indicate the carrying value of these assets may exceed their current fair values. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the assets. Assets to be disposed of are separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. The Company has not historically recorded any impairment to its long-lived assets. In the future, if events or market conditions affect the estimated fair value to the extent that a long-lived asset is impaired, the Company will adjust the carrying value of these long-lived assets in the period in which the impairment occurs. During the year ended December 31, 2019, the Company sold lab equipment with a net book value of approximately $181,000 that was being decommissioned and recognized a loss of approximately $54,000. There were no sales of lab equipment or capital equipment during the year ended December 31, 2020. |
Leases | Leases In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2016-02, Leases (ASC 842) (“ASU-2016-02”), which supersedes the existing guidance for lease accounting, Leases (ASC 840). ASU 2016-02 requires a lessee to record a right-of-use asset and a corresponding lease liability, for most lease arrangements on the balance sheet. Under the standard, disclosure of key information about leasing arrangements to assist users of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases are required. The standard is effective for fiscal years beginning after December 15, 2018. The adoption of ASC 842 on January 1, 2019 resulted in the recognition of approximately $9,692,000 of right-of-use asset and $9,347,000 of lease liabilities on the Company’s balance sheet. The adoption did not have a material net impact on the Company’s consolidated statements of operations or accumulated deficit. Please refer to Note 14 for more detail. |
Stock-Based Compensation | Stock-Based Compensation The Company periodically issues stock-based awards to officers, directors, employees, Scientific and Clinical Advisory Board members, non-employees and consultants for services rendered. Such issuances vest and expire according to terms established at the issuance date. Stock-based payments to officers, directors, members of the Company’s Scientific and Clinical Advisory Board, non-employees and outside consultants and employees, including grants of employee stock options, are recognized in the financial statements based on their grant date fair values. Stock option grants, which are generally time-vested, are measured at the grant date fair value and charged to operations on a straight-line basis over the service period, which generally approximates the vesting term. The Company also grants performance-based awards periodically to officers of the Company. The Company recognizes compensation costs related to performance awards over the requisite service period if and when the Company concludes that it is probable that the performance condition will be achieved. The fair value of stock options and restricted stock units is determined utilizing the Black-Scholes option-pricing model, which is affected by several variables, including the risk-free interest rate, the expected dividend yield, the life of the equity award, the exercise price of the stock option as compared to the fair value of the common stock on the grant date, and the estimated volatility of the common stock over the term of the equity award. T he risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. Until the Company has established a trading history for its common stock that approximates the expected term of the options, estimated volatility is based on the average historical volatilities of comparable public companies in a similar industry. The expected dividend yield is based on the current yield at the grant date; the Company has never declared or paid dividends and has no plans to do so for the foreseeable future. As permitted by Staff Accounting Bulletin No. 107, due to the Company’s limited trading history and option activity, management utilizes the simplified method to estimate the expected term of options at the date of grant. The exercise price is determined based on the fair value of the Company’s common stock at the date of grant. The Company accounts for forfeitures as they occur. The Company recognizes the fair value of stock-based compensation in general and administrative expenses and in research and development expenses in the Company’s statements of operations, depending on the type of services provided by the recipient of the equity award. |
Income Taxes | Income Taxes The Company accounts for income taxes under an asset and liability approach for financial accounting and reporting for income taxes. Accordingly, the Company recognizes deferred tax assets and liabilities for the expected impact of differences between the financial statements and the tax basis of assets and liabilities. The Company accounts for uncertainties in income tax law under a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns as prescribed by U.S. GAAP. The tax effects of a position are recognized only if it is “more-likely-than-not” to be sustained by the taxing authority as of the reporting date. If the tax position is not considered “more-likely-than-not” to be sustained, then no benefits of the position are recognized. The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. In the event the Company was to determine that it would be able to realize its deferred tax assets in the future in excess of its recorded amount, an adjustment to the deferred tax assets would be credited to operations in the period such determination was made. Likewise, should the Company determine that it would not be able to realize all or part of its deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to operations in the period such determination was made. The Company is subject to U.S. federal and Massachusetts state income taxes. As the Company’s net operating losses have yet to be utilized, all previous tax years remain open to examination by federal and state taxing authorities in which the Company currently operates. The Company recognized approximately, $206,250 and $412,500 of income tax expense related to the foreign taxes withheld from an upfront payment received from LG Chem, Ltd. (“LG Chem”) pursuant to a collaboration agreement with LG Chem (the “LG Chem Agreement”) during the year ended December 31, 2020 and 2019, respectively. The Company recognizes interest accrued relative to unrecognized tax benefits in interest expense and penalties in operating expense. During the years ended December 31, 2020 and 2019, the Company did not recognize any income tax related interest and penalties. The Company did not have any accruals for income tax related interest and penalties at December 31, 2020 and 2019. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Components of comprehensive income or loss, including net income or loss, are reported in the financial statements in the period in which they are recognized. Other comprehensive income or loss is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. Net income (loss) and other comprehensive income (loss) are reported net of any related tax effect to arrive at comprehensive income (loss). Comprehensive loss includes net loss as well as other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders. The Company’s only element of other comprehensive loss in all periods presented, other than its net loss, was unrealized gains and losses on available-for-sale securities. |
Earnings (Loss) Per Share | Earnings (Loss) Per Share The Company’s computation of earnings (loss) per share (“EPS”) for the respective periods includes basic and diluted EPS. Basic EPS is measured as the income (loss) attributable to common stockholders divided by the weighted average number of common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares that would result from the exercise of outstanding stock options and warrants as if they had been exercised at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. Basic and diluted loss per common share is the same for all periods presented because all outstanding stock options and warrants are anti-dilutive. At December 31, 2020 and 2019, the Company excluded the outstanding securities summarized below, which entitle the holders thereof to acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive. December 31, 2020 2019 Common stock warrants 861,969 1,189,827 Common stock options 5,030,899 4,793,253 Nonvested restricted stock units 230,002 66,667 Total 6,122,870 6,049,747 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The authoritative guidance with respect to fair value established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels and requires that assets and liabilities carried at fair value be classified and disclosed in one of three categories, as presented below. Level 1. Observable inputs such as quoted prices in active markets for an identical asset or liability that the Company has the ability to access as of the measurement date. Financial assets and liabilities utilizing Level 1 inputs include active-exchange traded securities and exchange-based derivatives. Level 2. Inputs, other than quoted prices included within Level 1, which are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. Financial assets and liabilities utilizing Level 2 inputs include fixed income securities, non-exchange based derivatives, mutual funds, and fair-value hedges. Level 3. Unobservable inputs in which there is little or no market data for the asset or liability which requires the reporting entity to develop its own assumptions. Financial assets and liabilities utilizing Level 3 inputs include infrequently-traded non-exchange-based derivatives and commingled investment funds and are measured using present value pricing models. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company has determined that its financial assets are currently classified within Level 1 and that its financial liabilities are currently all classified within Level 3 in the fair value hierarchy. In determining the appropriate levels, the Company performs an analysis of the assets and liabilities at each reporting period end. The Company had $72,943,275 in cash equivalents and $10,002,550 in short-term marketable securities that were measured and recorded at fair value on the Company’s balance sheet at December 31, 2020. The Company had $39,303,609 in cash equivalents and $15,119,925 in short-term marketable securities that were measured and recorded at fair value on the Company’s balance sheet at December 31, 2019. The carrying value of financial instruments (consisting of cash, a certificate of deposit, accounts payable, accrued compensation and accrued expenses) is considered to be representative of their respective fair values due to the short-term nature of those instruments. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments- Credit Losses: Measurement of Credit Losses on Financial Instruments (ASC 326) (CECL). The standard requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. The standard is effective for annual reporting periods beginning after December 15, 2022, including interim reporting periods within each annual reporting period, for smaller reporting companies. T he Company is still evaluating the impact of ASU 2016-13 on the Company’s consolidated financial statements, if any. In December 2019, the FASB issued ASU No. 2019-12, “ Income Taxes (ASC 740): Simplifying the Accounting for Income Taxes Management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Estimated Useful Lives of Assets | Depreciation of property and equipment is provided using the straight-line method over the following estimated useful lives: Laboratory equipment 5 years Computer equipment 3 years Furniture and fixtures 3-8 years |
Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share | At December 31, 2020 and 2019, the Company excluded the outstanding securities summarized below, which entitle the holders thereof to acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive. December 31, 2020 2019 Common stock warrants 861,969 1,189,827 Common stock options 5,030,899 4,793,253 Nonvested restricted stock units 230,002 66,667 Total 6,122,870 6,049,747 |
Fair Value (Tables)
Fair Value (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Assets Measured on Recurring Basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2020 and 2019 Fair Value Measurements as of December 31, 2020 Level 1 Level 2 Level 3 Fair Value Cash equivalents $ 72,943,275 $ — $ — $ 72,943,275 Marketable securities — 10,002,550 — 10,002,550 Total $ 72,943,275 $ 10,002,550 $ — $ 82,945,825 Fair Value Measurements as of December 31, 2019 Level 1 Level 2 Level 3 Fair Value Cash equivalents $ 39,303,609 $ — $ — $ 39,303,609 Marketable securities — 15,119,925 — 15,119,925 Total $ 39,303,609 $ 15,119,925 $ — $ 54,423,534 |
Marketable Securities (Tables)
Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Investments Debt And Equity Securities [Abstract] | |
Schedule of Fair Value of Available-for-Sale Marketable Securities | As of December 31, 2020 and 2019, the fair value of available-for-sale marketable securities by type of security was as follows: December 31, 2020 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value U.S. Treasury Securities $ 9,995,419 $ 7,131 $ — $ 10,002,550 $ 9,995,419 $ 7,131 $ — $ 10,002,550 December 31, 2019 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value U.S. Treasury Securities $ 15,130,246 $ — $ (10,321 ) $ 15,119,925 $ 15,130,246 $ — $ (10,321 ) $ 15,119,925 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property Plant And Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment as of December 31, 2020 and 2019 is summarized as follows: December 31, 2020 2019 Laboratory equipment $ 4,148,426 $ 3,587,559 Furniture and fixtures 93,321 93,321 Computer equipment 267,837 192,092 Construction in progress 405,019 — 4,914,603 3,872,972 Less accumulated depreciation (2,806,579 ) (2,026,050 ) Net property and equipment $ 2,108,024 $ 1,846,922 |
Summary of Depreciation Expense | Depreciation expense for the year ended December 31, 2020 was included in the consolidated statements of operations and comprehensive loss as follows, excluding trademark amortization of $11,666 and amortization of capitalized license expenses of $265,263. Years Ended December 31, 2020 2019 General and administrative $ 20,301 $ 60,974 Research and development 760,228 738,140 Total $ 780,529 $ 799,114 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accrued Liabilities Current [Abstract] | |
Summary of Accrued Expenses | Accrued expenses as of December 31, 2020 and 2019 is summarized as follows: December 31, 2020 2019 Accrued compensation $ 1,963,983 $ 1,575,821 Contract manufacturing services 108,880 150,250 Professional Services 326,028 383,910 Contract research services 388,320 117,371 $ 2,787,211 $ 2,227,352 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Schedule of Estimated Fair Value of Each Stock Option Award | For stock options requiring an assessment of value during the years ended December 31, 2020 and 2019, the fair value of each stock option award was estimated using the Black-Scholes option-pricing model utilizing the following assumptions: December 31, 2020 2019 Risk-free interest rate 0.38 to 1.56% 1.75 to 2.58% Expected dividend yield 0% 0% Expected volatility 93.4-99.6% 88.0-94.0% Expected life 5.5 to 6.25 years 4.0 to 6.25 years |
Summary of Stock Option Activity | A summary of stock option activity for the years ended December 31, 2020 is as follows: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Stock options outstanding at December 31, 2018 4,540,321 $ 7.08 5.16 Granted 1,288,100 Exercised (485,105 ) Cancelled (550,063 ) Stock options outstanding at December 31, 2019 4,793,253 $ 7.10 5.64 Granted 981,800 17.31 Exercised (454,497 ) 4.86 Cancelled (289,657 ) 10.14 Stock options outstanding at December 31, 2020 5,030,899 $ 9.10 5.51 Stock options exercisable at December 31, 2020 2,920,318 $ 7.05 4.03 |
Schedule of Stock-Based Compensation Included in Statement of Operations and Comprehensive Loss | Stock-based compensation for the years ended December 31, 2020 and 2019 was included in the consolidated statements of operations and comprehensive loss as follows: December 31, 2020 2019 General and administrative $ 4,093,542 $ 2,109,335 Research and development 6,387,240 4,411,647 Total $ 10,480,782 $ 6,520,982 |
Two Thousand Sixteen Omnibus Incentive Plan | |
Schedule of Nonvested Restricted Stock Units Activity | The following Restricted Securities Number of Shares Weighted Average Grant Date Fair Value Per Share Nonvested balance as of December 31, 2019 66,667 $ 7.53 Granted 220,000 17.96 Vested/Released (56,665 ) 10.94 Forfeited — — Nonvested balance at December 31, 2020 230,002 $ 16.66 |
Warrants (Table)
Warrants (Table) | 12 Months Ended |
Dec. 31, 2020 | |
Warrants And Rights Note Disclosure [Abstract] | |
Summary of Common Stock Warrant Activity | The following table summarizes common stock warrant activity for the year ended December 31, 2020: Warrant Issued June 15, 2015 Tranche 1 Warrant Issued December 27, 2017 Tranche 2 Total Balance at December 31, 2019 322,259 867,568 1,189,827 Issued via cashless exercises (227,184 ) (50,995 ) (278,179 ) Withheld as payment to cover issued shares (22,464 ) (27,215 ) (49,679 ) Balance at December 31, 2020 72,611 789,358 861,969 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Deferred Tax Assets | Significant components of the Company’s deferred tax assets as of December 31, 2020 and 2019 are as follows: 2020 2019 Deferred tax assets: Net operating loss carryforwards $ 34,539,000 $ 23,348,000 Research and other credits 2,312,000 2,069,000 Reserves and accruals 7,446,000 5,281,000 Other — 3,000 Total gross deferred tax assets 44,297,000 30,701,000 Less valuation allowance (42,321,000 ) (29,095,000 ) Total deferred tax assets 1,976,000 1,606,000 Deferred tax liability: Depreciation (1,974,000 ) (1,606,000 ) Other (2,000 ) — Net deferred tax assets $ — $ — |
Schedule of Reconciliation of Federal Statutory Rate and Effective Tax Rate | A reconciliation of the difference between the income tax rate computed by applying the U.S. Federal statutory rate and the effective tax rate for the years ended December 31, 2020, 2019, and 2018 is as follows: Years Ended December 31, 2020 2019 U. S. Federal statutory tax rate (21 )% (21 )% State Taxes (7 )% (6 )% Change in valuation allowance 30 % 27 % Tax credits (1 )% (2 )% Stock based compensation (2 )% 1 % Tax reform 0 % 0 % Foreign withholding taxes 0 % 1 % Other 1 % 1 % Effective tax rate 0 % 1 % |
Schedule of Reconciliation of Gross Uncertain Tax Position | The following is a reconciliation of the Company’s gross uncertain tax position at December 31, 2020 and 2019: Year Ended December 31, 2020 2019 Balance at the beginning of year $ 1,334,000 $ 972,000 Additions for current year tax provisions 341,000 294,000 Additions for prior year tax provisions — 81,000 Reductions of prior year tax provisions — (13,000 ) Balance as of end of year $ 1,675,000 $ 1,334,000 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments for Operating Lease | Future minimum lease payments under these leases at December 31, 2020 are as follows: Year 2021 5,079,642 2022 2,407,692 Total lease payments 7,487,334 Less: present value discount (341,121 ) Present value of lease payments $ 7,146,213 |
Organization and Basis of Pre_2
Organization and Basis of Presentation - Additional Information (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Date of incorporation | Dec. 31, 2014 |
Cash, cash equivalents and marketable securities | $ 84.9 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Nov. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2019 | |
Summary Of Significant Accounting Policies [Line Items] | ||||
Acquired intangible asset, useful life | 15 years | |||
Amortization related to trademark | $ 11,666 | $ 11,667 | ||
Operating lease, right-of-use asset | 6,774,229 | 5,337,026 | ||
Operating lease, liability | 7,146,213 | |||
Income tax expense | 206,250 | 412,500 | ||
Cash equivalents | 72,943,275 | 39,303,609 | ||
Short-term marketable securities | 10,002,550 | 15,119,925 | ||
ASU 2016-02 | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Operating lease, right-of-use asset | 6,774,000 | $ 9,692,000 | ||
Operating lease, liability | $ 9,347,000 | |||
Laboratory Equipment | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Disposals of property and equipment | 0 | 181,000 | ||
Loss on disposal of property and equipment | (54,000) | |||
General and Administrative Expense | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Patent expenses | $ 1,879,000 | $ 1,934,000 | ||
Type of Cost, Good or Service [Extensible List] | us-gaap:LicenseMember | us-gaap:LicenseMember | ||
Certificate of Deposit | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Short-term restricted cash | $ 150,000 | |||
Stifel Nicolaus and Company Inc. | Sales Agreement June 2019 | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | 3,584,945 | |||
Proceeds from sale of common stock | $ 29,400,000 | |||
Stifel Nicolaus and Company Inc. | Sales Agreement June 2019 | Maximum | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Proceeds from Issuance Initial Public Offering | $ 30,000,000 | |||
Stifel Nicolaus and Company Inc. | Sales Agreement November 2019 | Maximum | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Proceeds from Issuance Initial Public Offering | $ 20,000,000 | |||
Stifel Nicolaus and Company Inc. | Sales Agreement November 2019 | Transaction Expense | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | 1,729,110 | |||
Proceeds from sale of common stock | $ 19,600,000 | |||
Stifel Nicolaus and Company Inc. | Sales Agreement March 2020 | Maximum | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Proceeds from Issuance Initial Public Offering | $ 35,000,000 | |||
Stifel Nicolaus and Company Inc. | Sales Agreement March 2020 | Transaction Expense | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | 1,824,901 | |||
Proceeds from sale of common stock | $ 34,300,000 | |||
Stifel Nicolaus and Company Inc. | Sales Agreement June 2020 | Maximum | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Proceeds from Issuance Initial Public Offering | $ 40,000,000 | |||
Stifel Nicolaus and Company Inc. | Sales Agreement June 2020 | Transaction Expense | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | 1,192,000 | |||
Proceeds from sale of common stock | $ 22,400,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Estimated Useful Lives of Assets (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Laboratory Equipment | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives | 5 years |
Computer Equipment | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives | 3 years |
Furniture and Fixtures | Minimum [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives | 3 years |
Furniture and Fixtures | Maximum | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives | 8 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 6,122,870 | 6,049,747 |
Common Stock Warrants | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 861,969 | 1,189,827 |
Common Stock Options | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 5,030,899 | 4,793,253 |
Nonvested Restricted Stock Units | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 230,002 | 66,667 |
Fair Value - Schedule of Fair V
Fair Value - Schedule of Fair Value Assets Measured on Recurring Basis (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 72,943,275 | $ 39,303,609 |
Marketable securities | 10,002,550 | 15,119,925 |
Fair Value Measurements, Recurring Basis | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash equivalents | 72,943,275 | 39,303,609 |
Marketable securities | 10,002,550 | 15,119,925 |
Total | 82,945,825 | 54,423,534 |
Fair Value Measurements, Recurring Basis | Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash equivalents | 72,943,275 | 39,303,609 |
Total | 72,943,275 | 39,303,609 |
Fair Value Measurements, Recurring Basis | Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable securities | 10,002,550 | 15,119,925 |
Total | $ 10,002,550 | $ 15,119,925 |
Fair Value - Additional Informa
Fair Value - Additional Information (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Value Disclosures [Abstract] | ||
Fair value assets transfers between Level 2 and Level 3 | $ 0 | $ 0 |
Marketable Securities - Schedul
Marketable Securities - Schedule of Fair Value of Available-for-Sale Marketable Securities (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | $ 9,995,419 | $ 15,130,246 |
Gross Unrealized Gains | 7,131 | |
Gross Unrealized Losses | (10,321) | |
Fair Value | 10,002,550 | 15,119,925 |
U.S. Treasury Securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 9,995,419 | 15,130,246 |
Gross Unrealized Gains | 7,131 | |
Gross Unrealized Losses | (10,321) | |
Fair Value | $ 10,002,550 | $ 15,119,925 |
Marketable Securities - Additio
Marketable Securities - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Investments Debt And Equity Securities [Abstract] | ||
Marketable securities | $ 10,002,550 | $ 15,119,925 |
Unrealized gain on investments | $ 17,452 | $ 637 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 4,914,603 | $ 3,872,972 |
Less accumulated depreciation | (2,806,579) | (2,026,050) |
Net property and equipment | 2,108,024 | 1,846,922 |
Laboratory Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 4,148,426 | 3,587,559 |
Less accumulated depreciation | (139,003) | |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 93,321 | 93,321 |
Computer Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 267,837 | $ 192,092 |
Construction in Progress | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 405,019 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property Plant And Equipment [Line Items] | ||
Depreciation | $ 11,666 | $ 11,667 |
Amortization of capitalized license expense | 265,263 | |
Accumulated depreciation and amortization | 2,806,579 | 2,026,050 |
Laboratory Equipment | ||
Property Plant And Equipment [Line Items] | ||
Disposal of property and equipment, gross | 320,778 | |
Accumulated depreciation and amortization | 139,003 | |
Loss on disposal of property and equipment | $ 54,274 | |
Disposals of property and equipment | $ 0 |
Property and Equipment - Summ_2
Property and Equipment - Summary of Depreciation Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property Plant And Equipment [Line Items] | ||
Depreciation expense | $ 780,529 | $ 799,114 |
General and Administrative Expense | ||
Property Plant And Equipment [Line Items] | ||
Depreciation expense | 20,301 | 60,974 |
Research and Development | ||
Property Plant And Equipment [Line Items] | ||
Depreciation expense | $ 760,228 | $ 738,140 |
Summary of Accrued Expenses (De
Summary of Accrued Expenses (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Accrued Liabilities Current [Abstract] | ||
Accrued compensation | $ 1,963,983 | $ 1,575,821 |
Contract manufacturing services | 108,880 | 150,250 |
Professional services | 326,028 | 383,910 |
Contract research services | 388,320 | 117,371 |
Accrued expenses | $ 2,787,211 | $ 2,227,352 |
Einstein License and Service _2
Einstein License and Service Agreement - Additional Information (Details) | Dec. 27, 2017shares | Jan. 14, 2015 | Dec. 31, 2020USD ($)SupportingTechnology | Dec. 31, 2019USD ($) |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||
Prepaid expenses and other current assets | $ 1,241,239 | $ 860,107 | ||
Other long term assets | $ 401,667 | 673,625 | ||
Einstein License Agreement | ||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||
License agreement entered date | Jan. 14, 2015 | |||
Number of supporting technology | SupportingTechnology | 2 | |||
Nonrefundable milestone payments | $ 150,000 | |||
Stock Issued During Period, Shares, New Issues | shares | 671,572 | |||
Costs incurred | 75,000 | 565,659 | ||
Capitalized costs incurred | 416,855 | 525,554 | ||
Prepaid expenses and other current assets | 265,262 | |||
Other long term assets | 260,292 | |||
Einstein License Agreement | Research and Development | ||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||
Costs incurred | $ 75,000 | $ 50,000 | ||
Type of Cost, Good or Service [Extensible List] | cue:LicensedProductsMember | cue:LicensedProductsMember |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | Jan. 21, 2020 | Aug. 13, 2017 | May 31, 2020 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 21, 2020 | Oct. 03, 2019 | Aug. 12, 2017 | Mar. 23, 2016 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Stock option granted | 981,800 | 1,288,100 | ||||||||
Common stock reserved for issuance | 755,725 | |||||||||
Stock-based compensation | $ 10,480,782 | $ 6,520,982 | ||||||||
Unrecognized stock-based compensation | 15,605,021 | |||||||||
Intrinsic value of exercisable stock options | $ 16,869,399 | $ 19,471,155 | ||||||||
Intrinsic value of exercisable fair value per share | $ 7.05 | $ 6.26 | ||||||||
Fair value of option | 12.51 | |||||||||
Weighed Average Exercise Price, Exercisable | $ 7.05 | |||||||||
Weighted Average Remaining Contractual Life (in Years), Exercisable | 4 years 10 days | |||||||||
Number of Shares, Granted | 981,800 | 1,288,100 | ||||||||
Unvested weighted average exercise price | $ 7.83 | |||||||||
Unvested share purchase | 94,375 | |||||||||
Post-employment options exercise period | 12 months | 36 months | ||||||||
Stock-based compensation | $ 10,480,782 | $ 6,520,982 | ||||||||
Equity Option | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Stock-based compensation | 8,861,760 | 6,208,949 | ||||||||
Additional compensation modification cost | $ 344,850 | |||||||||
Restricted Stock Units | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Stock option granted | 220,000 | |||||||||
Unrecognized stock-based compensation | $ 2,772,845 | |||||||||
Number of Shares, Granted | 220,000 | |||||||||
Unvested share purchase | 100,000 | 20,000 | 100,000 | |||||||
Weighted average grant date fair value per share | $ 7.53 | |||||||||
Stock-based compensation | $ 1,619,022 | $ 312,032 | ||||||||
Restricted Stock Units | February2020 Awarded And Granted | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Stock option granted | 150,000 | |||||||||
Number of Shares, Granted | 150,000 | |||||||||
Restricted Stock Units | March2020 Awarded And Granted | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Stock option granted | 50,000 | |||||||||
Number of Shares, Granted | 50,000 | |||||||||
Stock Option | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Stock option granted | 320,000 | |||||||||
Number of Shares, Granted | 320,000 | |||||||||
Common Stock | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Stock option granted | 215,000 | 981,800 | ||||||||
Number of Shares, Granted | 215,000 | 981,800 | ||||||||
Weighted average exercise price | $ 6.22 | |||||||||
Common Stock | Stock Option | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Stock option granted | 4,940,901 | |||||||||
Number of Shares, Granted | 4,940,901 | |||||||||
Two Thousand Sixteen Omnibus Incentive Plan | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Common stock reserved for issuance | 750,325 | |||||||||
Two Thousand Sixteen Omnibus Incentive Plan | Restricted Stock Units | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Stock option granted | 320,000 | |||||||||
Number of Shares, Granted | 320,000 | |||||||||
Two Thousand Sixteen Omnibus Incentive Plan | Common Stock | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Number of shares authorized | 2,000,000 | |||||||||
Stock option granted | 4,459,301 | |||||||||
Number of Shares, Granted | 4,459,301 | |||||||||
2016 Non-Employee Equity Incentive Plan | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Stock option granted | 481,600 | |||||||||
Common stock reserved for issuance | 5,400 | |||||||||
Number of Shares, Granted | 481,600 | |||||||||
2016 Non-Employee Equity Incentive Plan | Common Stock | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Number of shares authorized | 500,000 | |||||||||
Omnibus Plan | Restricted Stock Units | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Unvested weighted average exercise price | $ 16.66 | $ 7.53 | ||||||||
Unvested share purchase | 230,002 | 66,667 | ||||||||
Weighted average grant date fair value per share | $ 17.96 | |||||||||
Omnibus Plan | Common Stock | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Number of shares authorized | 2,800,000 | 2,000,000 | ||||||||
Number of additional shares authorized for issuance | 800,000 | |||||||||
Percentage of number of common stock outstanding | 20.00% |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Estimated Fair Value of Each Stock Option Award (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Risk-free interest rate, minimum | 1.75% | 2.43% |
Risk-free interest rate, maximum | 2.58% | 2.95% |
Expected dividend yield | 0.00% | 0.00% |
Expected volatility, minimum | 88.00% | 82.00% |
Expected volatility, maximum | 94.00% | 83.60% |
Minimum [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected life | 5 years 6 months | 4 years |
Maximum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected life | 6 years 3 months | 6 years 3 months |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award Options Outstanding Roll Forward | |||
Number of Shares, Outstanding Beginning Balance | 4,793,253 | 4,540,321 | |
Number of Shares, Granted | 981,800 | 1,288,100 | |
Number of Shares, Exercised | (454,497) | (485,105) | |
Number of Shares, Cancelled | (289,657) | (550,063) | |
Number of Shares, Outstanding Ending Balance | 5,030,899 | 4,793,253 | 4,540,321 |
Number of Shares, Exercisable | 2,920,318 | ||
Weighted Average Exercise Price, Outstanding Beginning Balance | $ 7.10 | $ 7.08 | |
Weighted Average Exercise Price, Granted | 17.31 | ||
Weighted Average Exercise Price, Exercised | 4.86 | ||
Weighted Average Exercise Price, Cancelled | 10.14 | ||
Weighted Average Exercise Price, Outstanding Ending Balance | 9.10 | $ 7.10 | $ 7.08 |
Weighed Average Exercise Price, Exercisable | $ 7.05 | ||
Weighted Average Remaining Contractual Life (in Years) | 5 years 6 months 3 days | 5 years 7 months 20 days | 5 years 1 month 28 days |
Weighted Average Remaining Contractual Life (in Years), Exercisable | 4 years 10 days |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Nonvested Restricted Stock Units Activity (Details) - Restricted Stock Units - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Shares, Nonvested balance as of December 31, 2018 | 100,000 | |
Number of Shares, Nonvested balance at December 31, 2019 | 100,000 | |
Weighted average grant date fair value per share | $ 7.53 | |
Omnibus Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Shares, Nonvested balance as of December 31, 2018 | 66,667 | |
Number of Shares, Granted | 220,000 | |
Number of Shares, Vested/Released | (56,665) | |
Number of Shares, Nonvested balance at December 31, 2019 | 230,002 | 66,667 |
Weighted Average Grant Date Fair Value Per Share, Nonvested balance as of December 31, 2018 | $ 7.53 | |
Weighted average grant date fair value per share | 17.96 | |
Weighted Average Grant Date Fair Value Per Share, Vested/Released | 10.94 | |
Weighted Average Grant Date Fair Value Per Share, Nonvested balance at December 31, 2019 | $ 16.66 | $ 7.53 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Stock-Based Compensation Included in Statement of Operations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation | $ 10,480,782 | $ 6,520,982 |
General and Administrative Expense | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation | 4,093,542 | 2,109,335 |
Research and Development | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation | $ 6,387,240 | $ 4,411,647 |
Warrants - Additional Informati
Warrants - Additional Information (Details) | 12 Months Ended | |||
Dec. 31, 2020USD ($)Tranche$ / sharesshares | Dec. 31, 2019shares | Dec. 27, 2017$ / sharesshares | Jun. 15, 2015$ / shares | |
Class Of Warrant Or Right [Line Items] | ||||
Number of tranches | Tranche | 2 | |||
Common stock warrants outstanding | shares | 861,969 | 1,189,827 | ||
First tranche | ||||
Class Of Warrant Or Right [Line Items] | ||||
Common stock warrants outstanding | shares | 370,370 | |||
Exercise price of common stock warrants | $ / shares | $ 2.70 | |||
Common stock warrants life | 7 years | |||
Common stock warrants expiration date | Jun. 15, 2022 | |||
Warrant | ||||
Class Of Warrant Or Right [Line Items] | ||||
Fair value of common stock | $ / shares | $ 12.51 | |||
Intrinsic value of common stock warrants | $ | $ 3,187,000 | |||
Second tranche | ||||
Class Of Warrant Or Right [Line Items] | ||||
Common stock warrants outstanding | shares | 882,071 | |||
Exercise price of common stock warrants | $ / shares | $ 9.38 | |||
Common stock warrants life | 5 years | |||
Common stock warrants expiration date | Dec. 26, 2022 |
Warrants - Summary of Common St
Warrants - Summary of Common Stock Warrant Activity (Details) | 12 Months Ended |
Dec. 31, 2020shares | |
Class Of Warrant Or Right [Line Items] | |
Balance at December 31, 2019 | 1,189,827 |
Issued via cashless exercises | (278,179) |
Withheld as payment to cover issued shares | (49,679) |
Balance at December 31, 2020 | 861,969 |
First tranche | |
Class Of Warrant Or Right [Line Items] | |
Balance at December 31, 2019 | 322,259 |
Issued via cashless exercises | (227,184) |
Withheld as payment to cover issued shares | (22,464) |
Balance at December 31, 2020 | 72,611 |
Warrant Tranche 2 | |
Class Of Warrant Or Right [Line Items] | |
Balance at December 31, 2019 | 867,568 |
Issued via cashless exercises | (50,995) |
Withheld as payment to cover issued shares | (27,215) |
Balance at December 31, 2020 | 789,358 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Details) - USD ($) | Dec. 07, 2020 | Nov. 18, 2020 | May 16, 2019 | Nov. 14, 2017 | Dec. 31, 2020 | Jun. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Nov. 06, 2018 |
Disaggregation Of Revenue [Line Items] | ||||||||||
Transaction price recorded in liabilities | $ 2,500,000 | $ 2,500,000 | ||||||||
Collaboration revenue | 3,154,325 | $ 3,458,331 | ||||||||
Short-term research and development contract liability | 6,681,025 | 6,681,025 | 4,097,443 | |||||||
Long-term research and development contract liability | 1,937,575 | 1,937,575 | 4,017,894 | |||||||
Income tax expense | 206,250 | 412,500 | ||||||||
Prepaid expenses and other short-term assets | 1,241,239 | 1,241,239 | 860,107 | |||||||
Other long-term assets | 401,667 | 401,667 | 673,625 | |||||||
Amortization of Intangible Assets | 11,666 | 11,667 | ||||||||
Collaboration Agreement with Merck | Merck | ||||||||||
Disaggregation Of Revenue [Line Items] | ||||||||||
Up front non refundable payment | $ 2,500,000 | |||||||||
Achievement of certain research and development milestones | 120,000,000 | |||||||||
Achievement of certain commercial milestones | 150,000,000 | |||||||||
Milestone payments received | 2,500,000 | |||||||||
Collaboration revenue | 177,000 | 874,000 | ||||||||
Short-term research and development contract liability | 606,771 | 606,771 | 483,515 | |||||||
Long-term research and development contract liability | 0 | 0 | 0 | |||||||
Collaboration Agreement with Merck | Merck | Maximum | ||||||||||
Disaggregation Of Revenue [Line Items] | ||||||||||
Eligible to earn achievement of certain research and development milestones | $ 101,000,000 | |||||||||
First Amendment to Merck | ||||||||||
Disaggregation Of Revenue [Line Items] | ||||||||||
Milestone payments received | $ 300,000 | |||||||||
Milestone payment associated with contract liability | $ 300,000 | |||||||||
Collaboration Agreement with LG Chem Life Sciences | LG Chem Life Sciences | ||||||||||
Disaggregation Of Revenue [Line Items] | ||||||||||
Milestone payments received | $ 1,250,000 | $ 2,500,000 | ||||||||
Milestone payment associated with contract liability | 1,250,000 | 2,500,000 | ||||||||
Collaboration revenue | 2,978,000 | $ 2,584,000 | ||||||||
Short-term research and development contract liability | 6,074,254 | 6,074,254 | ||||||||
Long-term research and development contract liability | 1,937,575 | 1,937,575 | ||||||||
Equity investment nonrefundable upfront cash payment | $ 5,000,000 | |||||||||
Equity investment for research collaboration agreement | 5,000,000 | |||||||||
Income tax expense | $ 206,250 | $ 412,500 | ||||||||
Collaboration Agreement with LG Chem Life Sciences | LG Chem Life Sciences | Maximum | ||||||||||
Disaggregation Of Revenue [Line Items] | ||||||||||
Additional amount receivable research development regulatory and sales milestones | $ 400,000,000 | |||||||||
Einstein License And Service Agreement | Einstein | ||||||||||
Disaggregation Of Revenue [Line Items] | ||||||||||
License expenses | 156,600 | $ 313,000 | 907,600 | $ 438,000 | ||||||
Prepaid expenses and other short-term assets | 416,900 | 416,900 | ||||||||
Other long-term assets | $ 0 | 0 | ||||||||
Amortization of Intangible Assets | $ 490,700 |
Revenue Recognition - Additio_2
Revenue Recognition - Additional Information (Details1) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2020-07-01 | Dec. 31, 2020 |
Current Liabilities | Maximum | |
Disaggregation Of Revenue [Line Items] | |
Revenue expected to be recognized | 12 months |
Contract Liabilities | Minimum [Member] | |
Disaggregation Of Revenue [Line Items] | |
Revenue expected to be recognized | 12 months |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Stockholders Equity [Abstract] | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 0 | 0 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares issued | 30,351,366 | 26,562,178 |
Common stock, shares outstanding | 30,351,366 | 26,562,178 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Taxes [Line Items] | |||
Tax provision related to foreign withholding tax | $ 206,250 | $ 412,500 | |
Percentage of valuation allowance against deferred tax assets | 100.00% | 100.00% | |
Unrecognized tax benefits | $ 1,675,000 | $ 1,334,000 | $ 972,000 |
Federal | |||
Income Taxes [Line Items] | |||
Operating loss carryforwards | $ 126,941,033 | ||
Operating loss carryforwards expiration start year | 2035 | ||
Net operating losses indefinite carryforward amount | $ 98,429,255 | ||
State | |||
Income Taxes [Line Items] | |||
Operating loss carryforwards | $ 126,360,676 | ||
Operating loss carryforwards expiration start year | 2035 | ||
Research Tax Credit | |||
Income Taxes [Line Items] | |||
Prepaid amount to be offset against payroll tax liabilities | $ 250,000 | ||
Prepaid amount to be offset against payroll tax liabilities remaining from previous year | 250,000 | ||
Research Tax Credit | Federal | |||
Income Taxes [Line Items] | |||
Unrecognized tax benefits | 1,675,000 | ||
Tax credits | $ 2,993,000 | ||
Tax credits carryforward expiration start year | 2035 | ||
Research Tax Credit | State | |||
Income Taxes [Line Items] | |||
Unrecognized tax benefits | $ 1,334,000 | ||
Tax credits | $ 1,151,000 | ||
Tax credits carryforward expiration start year | 2031 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 34,539,000 | $ 23,348,000 |
Research and other credits | 2,312,000 | 2,069,000 |
Reserves and accruals | 7,446,000 | 5,281,000 |
Other | (2,000) | 3,000 |
Total gross deferred tax assets | 44,297,000 | 30,701,000 |
Less valuation allowance | (42,321,000) | (29,095,000) |
Total deferred tax assets | 1,976,000 | 1,606,000 |
Deferred tax liability: | ||
Depreciation | (1,974,000) | (1,606,000) |
Other | $ (2,000) | $ 3,000 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Federal Statutory Rate and Effective Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
U. S. Federal statutory tax rate | (21.00%) | (21.00%) |
State Taxes | (7.00%) | (6.00%) |
Change in valuation allowance | 30.00% | 27.00% |
Tax credits | (1.00%) | (2.00%) |
Stock based compensation | (2.00%) | 1.00% |
Tax reform | 0.00% | 0.00% |
Foreign withholding taxes | 0.00% | 1.00% |
Other | 1.00% | 1.00% |
Effective tax rate | 0.00% | 1.00% |
Income Taxes - Schedule of Re_2
Income Taxes - Schedule of Reconciliation of Gross Uncertain Tax Position (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Balance at the beginning of year | $ 1,334,000 | $ 972,000 |
Additions for current year tax provisions | 341,000 | 294,000 |
Additions for prior year tax provisions | 81,000 | |
Reductions of prior year tax provisions | (13,000) | |
Balance as of end of year | $ 1,675,000 | $ 1,334,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | Jul. 20, 2020 | Jun. 24, 2020USD ($) | Oct. 01, 2019USD ($) | Sep. 30, 2019USD ($) | Sep. 20, 2018USD ($) | Jun. 18, 2018 | May 01, 2018 | Dec. 31, 2020USD ($)ft² | Dec. 31, 2019USD ($) | Dec. 31, 2018 | Jan. 01, 2019USD ($) |
Commitments And Contingencies [Line Items] | |||||||||||
Lease agreement description | Upon execution of this lease agreement the Company prepaid three months of rent, two of which will be held in escrow and credited against future rent payments and that the other of which was applied to the first months’ rent. The Company also prepaid seven and one half months’ rent pursuant to an amendment to the lease agreement executed on June 18, 2018. These amounts were recorded to deposits and prepaid expenses, respectively, at December 31, 2020 | ||||||||||
Additional lease agreement description | The monthly rental rate under the Additional Laboratory Lease was $72,600 for the first 12 months and $78,600 for the remainder of the term. Upon execution of this lease agreement the Company prepaid 12 months’ rent pursuant to the lease agreement executed on September 20, 2018. | ||||||||||
Rent expense | $ 4,593,000 | $ 4,474,000 | |||||||||
Operating lease right-of-use | $ 6,774,229 | $ 5,337,026 | |||||||||
ASU 2016-02 | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Lease term | 1 year 5 months 15 days | ||||||||||
Reduction to right-of-use asset | $ 335,465 | ||||||||||
Decrease In Lease Liability | 327,079 | ||||||||||
Loss on Right Of Use Asset | $ 8,386 | ||||||||||
Operating lease right-of-use | $ 6,774,000 | $ 9,692,000 | |||||||||
Operating lease liability short term | 4,777,000 | ||||||||||
Operating lease liability long term | 2,369,000 | ||||||||||
Operating Lease Agreement | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Lease expiration date | Apr. 14, 2021 | Apr. 30, 2021 | |||||||||
Lease agreement effective date | Oct. 15, 2018 | May 1, 2018 | |||||||||
Lessee operating lease monthly rental rate | 330,550 | ||||||||||
Lessee operating lease monthly rental payments for remaining term | $ 78,600 | $ 375,174 | |||||||||
Lessee operating lease monthly rental payments for first twelve months | $ 72,600 | ||||||||||
Amended Lease Agreement | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Lease expiration date | Apr. 14, 2021 | Apr. 14, 2021 | |||||||||
Lease agreement effective date | Oct. 1, 2019 | May 15, 2018 | |||||||||
Rent expense | $ 58,995 | $ 78,600 | |||||||||
Operating lease, weighted average discount rate | 6.00% | ||||||||||
Laboratory And Office Lease | ASU 2016-02 | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Lease agreement description | Pursuant to the amendment (1) the term of the lease was extended to June 14, 2022 and (2) the monthly rental rate for the last 14 months of the lease term was increased to $375,174. The Company determined that the amendment should be accounted for as a lease modification applicable under ASC 842, not as a separate contract, with an effective date of lease modification of May 14, 2020. | ||||||||||
Lease monthly rental payments | $ 375,174 | ||||||||||
Adjustment related to right of use asset lease liability | $ 4,826,000 | ||||||||||
Lease extended date | Jun. 14, 2022 | ||||||||||
Lease modification date | May 14, 2020 | ||||||||||
Additional Laboratory Lease Third Amendment | ASU 2016-02 | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Lease agreement description | On July 20, 2020, the Company entered into a third amendment to the Additional Laboratory Lease. Pursuant to the amendment the term of the lease was extended to June 14, 2022. The Company determined that the amendment should be accounted for as a lease modification applicable under ASC 842, not as a separate contract, with an effective date of lease modification of August 4, 2020, when the agreement was fully executed | ||||||||||
Adjustment related to right of use asset lease liability | $ 813,000 | ||||||||||
Lease extended date | Jun. 14, 2022 | ||||||||||
Lease modification date | Aug. 4, 2020 | ||||||||||
Cambridge, Massachusetts | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Office space for lease | ft² | 19,900 | ||||||||||
Leases beginning date | May 31, 2018 | ||||||||||
Lease expiration date | Apr. 14, 2021 | ||||||||||
Present value of lease payments, discounting rate | 6.00% | ||||||||||
Lease term | 2 years 3 months 18 days | ||||||||||
Albert Einstein College Of Medicine | Einstein License And Service Agreement | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Milestone payments for each product, process or service | $ 1,850,000 | ||||||||||
Milestone payments for each new indication of licensed product | 1,850,000 | ||||||||||
Aggregate amount of additional milestone payments | $ 5,750,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Future Minimum Lease Payments on Operating Leases (Details) | Dec. 31, 2020USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2021 | $ 5,079,642 |
2022 | 2,407,692 |
Total lease payments | 7,487,334 |
Less: present value discount | (341,121) |
Present value of lease payments | $ 7,146,213 |
Cue Biopharma 401(k) Plan - Add
Cue Biopharma 401(k) Plan - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
401(k) Plan | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Company Contribution | $ 0 | $ 0 |