Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 22, 2019 | Jun. 30, 2018 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | GRTS | ||
Entity Registrant Name | Gritstone Oncology, Inc. | ||
Entity Central Index Key | 0001656634 | ||
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 Common Stock, Shares Outstanding | 29,193,819 | ||
Entity Public Float | $ 0 | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | true | ||
Entity Shell Company | false |
Balance Sheets
Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 52,183 | $ 39,007 |
Marketable securities | 100,927 | 46,946 |
Prepaid expenses and other current assets | 4,526 | 2,526 |
Total current assets | 157,636 | 88,479 |
Property and equipment, net | 29,494 | 27,211 |
Deposits and other long-term assets | 2,428 | 1,610 |
Total assets | 189,558 | 117,300 |
Current liabilities: | ||
Accounts payable | 4,825 | 3,935 |
Accrued compensation | 3,951 | 2,227 |
Accrued liabilities | 992 | 1,490 |
Deferred revenue, current portion | 5,340 | |
Total current liabilities | 15,108 | 7,652 |
Deferred rent, net of current portion | 1,353 | 1,749 |
Other non-current liabilities | 12 | 96 |
Lease financing obligation, net of current portion | 10,490 | 10,521 |
Deferred revenue, net of current portion | 13,473 | |
Total liabilities | 40,436 | 20,018 |
Commitments and contingencies (Notes 6 and 7) | ||
Stockholders’ equity: | ||
Convertible preferred stock, $0.0001 par value; 10,000,000 and 125,362,551 shares authorized at December 31, 2018 and 2017, respectively; none and 17,797,529 shares issued and outstanding at December 31, 2018 and 2017, respectively; aggregate liquidation preference of $157,268 at December 31, 2017 | 156,937 | |
Common stock, $0.0001 par value; 300,000,000 and 160,000,000 shares authorized at December 31, 2018 and 2017, respectively; 28,823,130 and 2,152,525 shares issued and outstanding at December 31, 2018 and 2017, respectively | 16 | 1 |
Additional paid-in capital | 275,593 | 2,045 |
Accumulated other comprehensive loss | (85) | (74) |
Accumulated deficit | (126,402) | (61,627) |
Total stockholders’ equity | 149,122 | 97,282 |
Total liabilities and stockholders’ equity | $ 189,558 | $ 117,300 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 125,362,551 |
Preferred stock, shares issued | 0 | 17,797,529 |
Preferred stock, shares outstanding | 0 | 17,797,529 |
Preferred stock, aggregate liquidation preference | $ 157,268 | |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 300,000,000 | 160,000,000 |
Common stock, shares issued | 28,823,130 | 2,152,525 |
Common stock, shares outstanding | 28,823,130 | 2,152,525 |
Statements of Operations and Co
Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | |||
Collaboration revenue | $ 1,187 | ||
Operating expenses: | |||
Research and development | 54,965 | $ 35,691 | $ 13,916 |
General and administrative | 11,806 | 6,072 | 5,064 |
Total operating expenses | 66,771 | 41,763 | 18,980 |
Loss from operations | (65,584) | (41,763) | (18,980) |
Interest income, net | 809 | 386 | 230 |
Net loss | (64,775) | (41,377) | (18,750) |
Other comprehensive loss: | |||
Unrealized loss on marketable securities, net of tax | (11) | (71) | (3) |
Net and comprehensive loss | $ (64,786) | $ (41,448) | $ (18,753) |
Net loss per share, basic and diluted | $ (7.26) | $ (20.70) | $ (11.21) |
Weighted-average number of shares used in computing net loss per share, basic and diluted | 8,919,281 | 1,999,044 | 1,672,545 |
Statements of Stockholders' Equ
Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | IPO [Member] | Convertible Preferred Stock [Member] | Series A Convertible Preferred Stock [Member] | Series A, B, and C Convertible Preferred Stock [Member] | Series B Convertible Preferred Stock [Member] | Series C Convertible Preferred Stock [Member] | Common Stock [Member] | Common Stock [Member]IPO [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]IPO [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] |
Balance at Dec. 31, 2015 | $ 23,987 | $ 25,425 | $ 1 | $ 61 | $ (1,500) | ||||||||
Balance, shares at Dec. 31, 2015 | 3,699,259 | 1,657,580 | |||||||||||
Issuance of stock, net of issuance costs | 35,714 | $ 35,714 | |||||||||||
Issuance of stock, net of issuance costs, shares | 5,178,968 | ||||||||||||
Unrealized loss on marketable securities, net of tax | (3) | $ (3) | |||||||||||
Lapse of repurchase rights related to common stock issued pursuant to early exercises | 53 | 53 | |||||||||||
Lapse of repurchase rights related to common stock issued pursuant to early exercises, shares | 154,210 | ||||||||||||
Stock-based compensation | 597 | 597 | |||||||||||
Issuance of common stock warrants for license | 91 | 91 | |||||||||||
Net loss | (18,750) | (18,750) | |||||||||||
Balance at Dec. 31, 2016 | 41,689 | $ 61,139 | $ 1 | 802 | (3) | (20,250) | |||||||
Balance, shares at Dec. 31, 2016 | 8,878,227 | 1,811,790 | |||||||||||
Issuance of stock, net of issuance costs | 95,798 | $ 95,798 | |||||||||||
Issuance of stock, net of issuance costs, shares | 8,919,302 | ||||||||||||
Unrealized loss on marketable securities, net of tax | (71) | (71) | |||||||||||
Lapse of repurchase rights related to common stock issued pursuant to early exercises | $ 117 | 117 | |||||||||||
Lapse of repurchase rights related to common stock issued pursuant to early exercises, shares | 338,924 | ||||||||||||
Issuance of common stock upon exercise of stock options, shares | 41,665 | 1,811 | |||||||||||
Stock-based compensation | $ 1,126 | 1,126 | |||||||||||
Net loss | (41,377) | (41,377) | |||||||||||
Balance at Dec. 31, 2017 | $ 97,282 | $ 156,937 | $ 1 | 2,045 | (74) | (61,627) | |||||||
Balance, shares at Dec. 31, 2017 | 17,797,529 | 2,152,525 | |||||||||||
Balance, shares at Dec. 31, 2017 | 2,152,525 | ||||||||||||
Issuance of stock, net of issuance costs | $ 20,935 | $ 92,537 | $ 20,935 | $ 1 | $ 92,536 | ||||||||
Issuance of stock, net of issuance costs, shares | 1,611,603 | 6,854,202 | |||||||||||
Conversion of Series A, B, and C convertible preferred stock into common stock upon initial public offering | $ (177,872) | $ 14 | $ 177,858 | ||||||||||
Conversion of Series A, B, and C convertible preferred stock into common stock upon initial public offering, shares | (19,409,132) | 19,409,132 | |||||||||||
Unrealized loss on marketable securities, net of tax | (11) | (11) | |||||||||||
Lapse of repurchase rights related to common stock issued pursuant to early exercises | 97 | 97 | |||||||||||
Lapse of repurchase rights related to common stock issued pursuant to early exercises, shares | 282,204 | ||||||||||||
Issuance of common stock upon exercise of stock options | $ 49 | 49 | |||||||||||
Issuance of common stock upon exercise of stock options, shares | 80,463 | 80,463 | |||||||||||
Issuance of common stock for consulting services | $ 36 | 36 | |||||||||||
Issuance of common stock for consulting services, shares | 4,347 | ||||||||||||
Stock-based compensation | 2,959 | 2,959 | |||||||||||
Exercise of common stock warrants | 13 | 13 | |||||||||||
Exercise of common stock warrants, shares | 40,257 | ||||||||||||
Net loss | (64,775) | (64,775) | |||||||||||
Balance at Dec. 31, 2018 | $ 149,122 | $ 16 | $ 275,593 | $ (85) | $ (126,402) | ||||||||
Balance, shares at Dec. 31, 2018 | 28,823,130 | ||||||||||||
Balance, shares at Dec. 31, 2018 | 28,823,130 |
Statements of Stockholders' E_2
Statements of Stockholders' Equity (Parenthetical) - USD ($) $ in Thousands | Oct. 20, 2017 | Jun. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Oct. 31, 2018 | Aug. 31, 2018 | Jul. 31, 2018 |
IPO [Member] | |||||||||
Payment for issuance cost | $ 10,276 | ||||||||
Shares issued price per share | $ 15 | $ 15 | |||||||
Series A Preferred Stock [Member] | |||||||||
Payment for issuance cost | $ 21 | ||||||||
Shares issued price per share | $ 6.90 | ||||||||
Series B Preferred Stock [Member] | |||||||||
Payment for issuance cost | $ 200 | $ 200 | $ 210 | ||||||
Shares issued price per share | $ 10.76 | $ 10.76 | $ 10.76 | ||||||
Series C Preferred Stock [Member] | |||||||||
Payment for issuance cost | $ 100 | $ 81 | |||||||
Shares issued price per share | $ 13.04 | $ 13.04 | $ 13.04 | $ 13.04 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Operating activities | |||
Net loss | $ (64,775) | $ (41,377) | $ (18,750) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 3,961 | 1,970 | 823 |
Net amortization of premiums and discounts on marketable securities | (552) | (158) | 43 |
Stock-based compensation | 2,995 | 1,126 | 597 |
Warrant issuance in conjunction with license agreement | 91 | ||
Changes in operating assets and liabilities: | |||
Prepaid expenses and other current assets | (1,781) | (416) | (459) |
Deposits and other long-term assets | (818) | (78) | (487) |
Accounts payable | 3,249 | 2,273 | (760) |
Accrued compensation | 1,724 | 1,190 | 1,018 |
Accrued and other non-current liabilities | (582) | 810 | 532 |
Deferred rent | (396) | (311) | 2,060 |
Deferred revenue | 18,813 | ||
Net cash used in operating activities | (38,162) | (34,971) | (15,292) |
Investing activities | |||
Purchase of marketable securities | (102,160) | (63,228) | (47,993) |
Maturities of marketable securities | 48,720 | 41,467 | 22,850 |
Purchase of property and equipment | (5,663) | (11,522) | (6,984) |
Disposition of property and equipment | 31 | ||
Net cash used in investing activities | (59,103) | (33,252) | (32,127) |
Financing activities | |||
Proceeds from issuance of common stock, net of issuance costs | 92,586 | 14 | 232 |
Payments of deferred IPO costs | (3,080) | ||
Proceeds from issuance of convertible preferred stock, net of issuance costs | 20,935 | 95,798 | 35,714 |
Net cash provided by financing activities | 110,441 | 95,812 | 35,946 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 13,176 | 27,589 | (11,473) |
Cash, cash equivalents and restricted cash at beginning of period | 39,999 | 12,410 | 23,883 |
Cash, cash equivalents and restricted cash at end of period | 53,175 | 39,999 | 12,410 |
Supplemental disclosures of non-cash investing and financing information | |||
Property and equipment purchases accrued but not yet paid | $ 1,482 | 900 | $ 61 |
Assets acquired under leasing obligations | 9,300 | ||
Receivable from lessor funded financing | $ 1,226 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization | 1. Organization Description of Business Gritstone Oncology, Inc. (“Gritstone” or “the Company”) is an immuno-oncology company developing personalized cancer immunotherapies to fight multiple cancer types. The Company was incorporated in the state of Delaware in August 2015, and is based in Emeryville, California and Cambridge, Massachusetts, with a manufacturing facility in Pleasanton, California. The Company operates in one segment. Initial Public Offering In October 2018, the Company closed its initial public offering (“IPO”), of 6,854,202 shares of common stock, including 187,535 shares sold pursuant to the underwriters’ partial exercise of their option to purchase additional shares, at an offering price to the public of $15.00 per share. The Company received net proceeds of approximately $92.6 million, after deducting underwriting discounts and commissions and offering costs. In connection with the IPO, all of the Company’s outstanding shares of convertible preferred stock were automatically converted into 19,409,132 shares of common stock. The related carrying value of $177.9 million was reclassified to common stock and additional paid-in capital. In connection with the completion of its IPO, on October 2, 2018, the Company’s certificate of incorporation was amended and restated to provide for 300,000,000 authorized shares of common stock with a par value of $0.0001 per share and 10,000,000 authorized shares of preferred stock with a par value of $0.0001 per share. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and the rules and regulations of Securities and Exchange Commission (“SEC”) for reporting. Reverse Stock Split On September 20, 2018, the Company amended and restated its amended and restated certificate of incorporation to effect a 1-for-6.9 reverse split (“Reverse Split”) of shares of the Company’s common and convertible preferred stock. The par value and authorized shares of common stock and convertible preferred stock were not adjusted as a result of the Reverse Split. All of the share and per share information included in the accompanying financial statements has been adjusted to reflect the Reverse Split. Need for Additional Capital The Company has incurred operating losses and has an accumulated deficit as a result of ongoing efforts to develop drug product candidates, including conducting preclinical and clinical trials and providing general and administrative support for these operations. The Company had an accumulated deficit of $126.4 million and $61.6 million as of December 31, 2018 and 2017, respectively. The Company had net losses of $64.8 million, $41.4 million, and $18.8 million for the years ended December 31, 2018, 2017, and 2016, respectively, and net cash used in operating activities of $38.2 million and $35.0 million, and $15.3 million for years ended December 31, 2018, 2017, and 2016, respectively. To date, none of the Company’s drug candidates have been approved for sale and therefore the Company has not generated any revenue from contracts with customers. The Company has evaluated and concluded there are no conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year following the date that these financial statements are issued. Management expects operating losses to continue for the foreseeable future. As a result, the Company will need to raise additional capital. If sufficient funds on acceptable terms are not available when needed, the Company could be required to significantly reduce its operating expenses and delay, reduce the scope of, or eliminate one or more of its development programs. Failure to manage discretionary spending or raise additional financing, as needed, may adversely impact the Company’s ability to achieve its intended business objectives. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of expenses during the reporting period. On an ongoing basis, management evaluates its estimates, including those related to preclinical study trial accruals, fair value of assets and liabilities, the fair value of leased buildings and other assumptions associated with lease financing transactions, and the fair value of common stock and stock-based compensation. Management bases its estimates on historical experience and on various other market-specific and relevant assumptions that management believes to be reasonable under the circumstances. Actual results could differ from those estimates. Fair Value of Financial Instruments Accounting Standards Codification (ASC) Topic 820, Fair Value Measurement, ASC 820 identifies fair value as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a three-tier fair value hierarchy that distinguishes between the following: • Level 1 inputs are quoted prices in active markets that are accessible at the market date for identical assets or liabilities. • Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. • Level 3 inputs are unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the assets or liability. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value instrument. The carrying amounts reflected on the balance sheets for cash and cash equivalents, prepaid expenses and other current assets, accounts payable, accrued compensation and accrued liabilities approximate their fair values due to their short-term nature. Cash, Cash Equivalents and Restricted Cash Cash equivalents, which consist primarily of highly liquid investments with maturities of three months or less when purchased, are stated at cost which approximates fair value. These assets include investments in money market funds that invest in U.S. Treasury obligations and certificates of deposit which are stated at fair value. The Company has issued a letter of credit under a lease agreement which has been collateralized by a cash deposit for an equal amount and is recorded within deposits and other long-term assets on the balance sheet based on the term of the underlying lease. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the balance sheets that sum to the total of the same amounts shown in the statements of cash flows (in thousands). December 31, 2018 2017 Cash and cash equivalents $ 52,183 $ 39,007 Restricted cash 992 992 Total cash, cash equivalents and restricted cash $ 53,175 $ 39,999 Marketable Securities The Company invests its excess cash in investment grade short-term fixed income securities. Such investments in marketable securities are considered available for sale, and reported at fair value with unrealized gains and losses included as a component of accumulated other comprehensive income (loss). Marketable securities with original maturities of greater than 90 days from the date of purchase but less than one year from the balance sheet date are classified as short-term, while marketable securities with maturities in one year or beyond one year from the balances sheet date are classified as long term. The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity, which is included in interest income on the statements of operations and comprehensive loss. Realized gains and losses and declines in value judged to be other than temporary, if any, on available-for-sale securities are included in interest and other income (expense), net. The cost of securities sold is determined using specific identification method. The Company periodically evaluates whether declines in fair values of its marketable securities below their book value are other than temporary. This evaluation consists of several qualitative and quantitative factors regarding the severity and duration of the unrealized loss as well as the Company’s ability and intent to hold the marketable security until a forecasted recovery occurs. Additionally, the Company assesses whether it has plans to sell the security or it is more likely than not it will be required to sell any marketable securities before recovery of its amortized cost basis. Factors considered include quoted market prices, recent financial results and operating trends, implied values from any recent transactions or offers of investee securities, credit quality of debt instrument issuers, other publicly available information that may affect the value of the marketable security, duration and severity of the decline in value, and the Company’s strategy and intentions for holding the marketable security. To date the Company has not recorded any impairment charges on its marketable securities related to other-than-temporary declines in market value. Concentrations of Credit Risk and Other Risks and Uncertainties Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash, cash equivalents, and marketable securities. Cash, cash equivalents and marketable securities are invested through banks and other financial institutions in the United States. Such deposits may be in excess of federally insured limits. The Company maintains cash equivalents and marketable securities with various high-credit-quality and capitalized financial institutions. The Company has not experienced any credit losses in such accounts and does not believe it is exposed to any significant credit risk on these funds. The Company’s investment policy limits investments to certain types of securities issued by the U.S. government, its agencies, and institutions with investment-grade credit ratings and places restrictions on maturities and concentration by type and issuer. The Company is exposed to credit risk in the event of a default by the financial institutions holding its cash, cash equivalents, and marketable securities and issuers of marketable securities to the extent recorded on the balance sheets. Through December 31, 2018, the Company has no off-balance sheet concentrations of credit risk. The Company is subject to a number of risks similar to those of other preclinical-stage immunotherapy companies, including dependence on key individuals; the need to develop commercially viable therapeutics; competition from other companies, many of which are larger and better capitalized; and the need to obtain adequate additional financing to fund the development of its products. The Company currently depends on third-party suppliers for key materials and services used in its research and development manufacturing process, and is subject to certain risks related to the loss of these third-party suppliers or their inability to supply the Company with adequate materials and services. Property and Equipment, Net Property and equipment are stated at cost, less accumulated depreciation and amortization. Maintenance and repairs that do not improve or extend the lives of the respective assets are expensed to operations as incurred. Depreciation is calculated using the straight-line method over the estimated useful lives of the respective assets, which are as follows: Asset Estimated Useful Life Computer equipment and software 3 to 5 years Furniture and fixtures 5 years Laboratory equipment 5 to 7 years Leasehold improvements Shorter of useful life or lease term Property and equipment includes a leased building which did not meet the sale-leaseback criteria and was recorded at its fair value plus the cost of improvements made during the constriction period. The leased building is being depreciated over the lease term to a residual value that will approximate the remaining lease financing obligation at the end of the lease (see Note 6). Impairment of Long-Lived Assets The Company evaluates long-lived assets, including property and equipment, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the asset may not be fully recoverable. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. Impairment, if any, is measured as the amount by which the carrying amount of a long-lived asset exceeds its fair value. No impairment losses have been recorded for the periods presented. Revenue Recognition The Company analyzes its collaboration agreements to assess whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards dependent on the commercial success of such activities. This assessment is performed throughout the life of the arrangement based on changes in the responsibilities of all parties in the arrangement. For collaboration arrangements that are considered to be in the scope of the collaboration guidance and that contain multiple elements, the Company first determines which elements of the collaboration are deemed to be within the scope of the collaboration guidance and those that are more reflective of a vendor-customer relationship and, therefore, within the scope of the revenue with contracts with customer guidance. For elements of collaboration arrangements that are accounted for pursuant to the revenue from contracts with customer guidance, an appropriate recognition method is determined and applied consistently, generally by analogy to the revenue from contracts with customers guidance. The terms of the licensing and collaboration agreements entered into typically include payment of one or more of the following: non-refundable, up-front fees; development, regulatory, and commercial milestone payments; payments for manufacturing supply services; and royalties on net sales of licensed products. Each of these payments results in license, collaboration, and other revenues, except for revenues from royalties on net sales of licensed products, which are classified as royalty revenues. The core principle of the accounting for revenue from contracts with customers guidance is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received in exchange for those goods or services. In determining the appropriate amount of revenue to be recognized as the Company fulfills its obligations under each of its agreements, the Company performs the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations based on estimated selling prices; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. Amounts received prior to satisfying the revenue recognition criteria are recorded as deferred revenue in the Company’s balance sheets. If the related performance obligation is expected to be satisfied within the next twelve months this will be classified in current liabilities. Amounts recognized as revenue prior to receipt are recorded as contract assets in the Company’s balance sheets. If the Company expects to have an unconditional right to receive consideration in the next twelve months, this will be classified in current assets. A net contract asset or liability is presented for each contract with a customer. At contract inception, the Company assesses the goods or services promised in a contract with a customer and identifies those distinct goods and services that represent a performance obligation. A promised good or service may not be identified as a performance obligation if it is immaterial in the context of the contract with the customer, if it is not separately identifiable from other promises in the contract (either because it is not capable of being separated or because it is not separable in the context of the contract), or if the performance obligation does not provide the customer with a material right. The Company considers the terms of the contract and its customary business practices to determine the transaction price. The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. Variable consideration will only be included in the transaction price when it is not considered constrained, which is when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. If it is determined that multiple performance obligations exist, the transaction price is allocated at the inception of the agreement to all identified performance obligations based on the relative standalone selling prices. The relative selling price for each deliverable is estimated using objective evidence if it is available. If objective evidence is not available, the Company uses its best estimate of the selling price for the deliverable. Revenue is recognized when, or as, the Company satisfies a performance obligation by transferring a promised good or service to a customer. An asset is transferred when, or as, the customer obtains control of that asset, which for a service, is considered to be as the services are received and used. The Company recognizes revenue over time by measuring the progress toward complete satisfaction of the relevant performance obligation using an appropriate input or output method based on the nature of the good or service promised to the customer. After contract inception, the transaction price is reassessed at every period end and updated for changes such as resolution of uncertain events. Any change in the transaction price is allocated to the performance obligations on the same basis as at contract inception. Stock-Based Compensation The Company measures and recognizes compensation expense for all stock-based awards made to employees and directors based on the grant date estimated fair value of each award. Such expense is recognized on a straight-line basis over the requisite service period which is generally the vesting period for the entire award. Expense is adjusted for estimated forfeitures. Forfeitures of awards are estimated based on historical forfeiture experience and the experience of other companies in the same industry. The estimate of forfeitures will be adjusted over the service period to the extent that actual forfeitures differ, or are expected to differ, from prior estimates. The valuation model used for calculating the fair value of awards for stock compensation expense is the Black-Scholes option-pricing model (the Black-Scholes model). The Black-Scholes model requires management to make assumptions and judgments about the variables used in the calculation, including the expected term (weighted-average period of time that the options granted are expected to be outstanding), the expected volatility of common stock, an assumed risk-free interest rate, and expected dividends the Company may pay. Management uses the simplified calculation of the expected term. Volatility is based on an average of the historical volatilities of the common stock of entities with characteristics similar to the Company’s. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option. The Company uses an assumed dividend yield of zero as the Company has never paid dividends and has no current plans to pay any dividends on its common stock. Management recognizes stock-based compensation expense for stock options granted to non-employees based on the estimated fair value of the award on the measurement dates using the Black-Scholes model. The estimated fair value of options granted to non-employees is re-measured at each reporting period using the Black-Scholes model until the awards vest and the resulting change in value, if any, is recognized in the statement of operations and comprehensive loss. Research and Development Expenses All research and development costs, including work performed by third parties, are expensed as incurred. Research and development costs consist of salaries and other personnel-related expenses, including associated stock-based compensation, consulting fees, laboratory supplies, and facility costs, as well as external research and development expenses incurred under arrangements with third parties and fees paid to other entities that conduct certain research and development activities on behalf of the Company. Costs to develop the Company’s technologies are recorded as research and development expense unless certain costs which meet the criteria to be capitalized as internal-use software costs is met. Payments made prior to the receipt of goods or services to be used in research and development are capitalized until the goods are received or services are rendered. Such payments are evaluated for current or long-term classification based on when they will be realized. The Company has and may continue to enter into license agreements to access and utilize certain technology. In each case, the Company evaluates of the license agreement results in the acquisition of an asset or a business. To date, none of the Company’s license agreements have been considered to be acquisitions of businesses. For asset acquisitions, the upfront payments to acquire such licenses, as well as any future milestone payments, are immediately recognized as research and development expense when paid, provided that there is no alternative future use of the rights in other research and development projects. These license agreements may also include contingent consideration in the form of cash payments to be made for future milestone events. The Company assess whether such contingent consideration meets the definition of a derivative and to date the Company has determined that such contingent consideration are not derivatives. Pre-clinical costs are a component of research and development expense. The Company accrues and expenses pre-clinical trial activities performed by third parties based upon actual work completed in accordance with agreements established with its service providers. The Company determines the actual costs through discussions with internal personnel and external service providers as to the progress or stage of completion of services and the agreed-upon fee to be paid for such services. Leases and Deferred Rent and Lease Financing Obligation The Company rents its office space and facilities under non-cancelable operating lease agreements and recognize related rent expense on a straight-line basis over the term of the lease. The Company’s lease agreements contain rent holidays, scheduled rent increases, and renewal options. Rent holidays and scheduled rent increases are included in the determination of rent expense to be recorded ratably over the lease term. The Company does not assume renewals in its determination of the lease term unless they are deemed to be reasonably assured at the inception of the lease. The Company begins recognizing rent expense on the date that it obtains the legal right to use and control the leased space. Deferred rent consists of the difference between cash payments and the recognition of rent expense on a straight-line basis for the buildings the Company occupies. Funding of leasehold improvements by the Company’s landlord is accounted for as a tenant improvement allowance and recorded as current and non-current deferred rent liabilities and amortized on a straight-line basis as a reduction of rent expense over the term of the lease. In certain arrangements, the Company is involved in the construction of improvements to buildings it is leasing. To the extent the Company is involved with the structural improvements of the construction project or takes construction risk, the Company is considered to be the owner of the building and related improvements for accounting purposes during the construction period. The Company records the fair value of the building and related improvements subject to the lease within property and equipment on the balance sheet. The Company also records a corresponding lease financing obligation on its balance sheet representing the amounts financed by the lessor for the building and lessor financed improvements. Lessor financed improvement incentives due but not yet received of $1.2 million at December 31, 2017 were recorded as prepaid expense and other current assets on the balance sheet. Such amounts were fully collected in April 2018. Once a construction project is complete, the Company considers the requirements for sale-leaseback accounting treatment. If the Company concludes the arrangement does not qualify for sale-leaseback accounting treatment, the building and related improvements remain on the Company’s balance sheet and are subject to depreciation and assessment of impairment. For such arrangements, at both pre and post the construction period, the Company bifurcates its lease payments into a portion allocated to the building and a portion allocated to the parcel of land on which the building has been built. The portion of the lease payments allocated to the land is treated for accounting purposes as operating lease payments, and therefore is recorded as rent expense in the statements of operations and comprehensive loss. The portion of the lease payments allocated to the building is further bifurcated into a portion allocated to interest expense and a portion allocated to reduce the lease financing obligation. The interest rate used for the lease financing obligation represents the Company’s estimated incremental borrowing rate at the inception of the lease, adjusted to reduce any built in loss. Income Taxes Management accounts for income taxes under the liability method. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates that will be in effect when the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. The Company recognizes and measures uncertain tax positions using a two—step approach set forth in authoritative guidance. The first step is to evaluate the tax position taken or expected to be taken by determining whether the weight of available evidence indicates that it is more likely than not that the tax position will be sustained in an audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. Significant judgment is required to evaluate uncertain tax positions. The Company evaluates uncertain tax positions on a regular basis. The evaluations are based on a number of factors, including changes in facts and circumstances, changes in tax law, correspondence with tax authorities during the course of the audit, and effective settlement of audit issues. The provision for income taxes includes the effects of any accruals that the Company believes are appropriate. It is the Company’s policy to recognize interest and penalties related to income tax matters in income tax expense. Through December 31, 2018, the Company had not accrued interest or penalties related to uncertain tax positions. Comprehensive Loss Comprehensive loss includes net loss and certain changes in stockholders’ equity that are excluded from net loss, primarily unrealized losses on the Company’s marketable securities. Net Loss Per Share Basic net loss per share is calculated by dividing the net loss be the weighted-average number of shares of common stock outstanding during the period, without consideration for common stock equivalents. Diluted net loss per share is the same as basic net loss per share, since the effects of potentially dilutive securities are antidilutive given the net loss for each period presented. Recently Issued Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2016-02, Leases (Topic 842) (“ASU No. 2016-02”). ASU No. 2016-02 amends a number of aspects of lease accounting, including requiring lessees to recognize almost all leases with a term greater than one year as a right-of-use asset and corresponding liability, measured at the present value of the lease payments. Subsequent measurement, including the presentation of expenses and cash flows, will depend on the classification of the lease as either a finance or an operating lease. Initial costs directly attributable to negotiating and arranging the lease will be included in the asset. For public entities, this standard is effective for annual reporting periods beginning after December 31, 2018, including interim periods within that reporting period. Originally, entities were required to adopt ASU No. 2016-02 using a modified retrospective approach, which required prior periods to be presented under this new standard with various practical expedients allowed. In July 2018, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2018-11, Leases (Topic 842): Targeted Improvements, which now allow entities the option of recognizing the cumulative effect of applying the new standard as an adjustment to the opening balance of retained earnings in the year of adoption (January 1, 2019) while continuing to present all prior periods under previous lease accounting guidance. The Company will adopt this standard on January 1, 2019 using the modified retrospective approach with a cumulative effect adjustment to accumulated deficit at the beginning of the period of adoption. The Company will also adopt certain practical expedients provided by ASU 2018-11. The adoption of Topic 842 will have a material impact on the Company’s financial statements and related notes due to the recognition of right of use (“ROU”) assets and lease liabilities on the Company’s balance sheets, but it will not have a material impact on the Company’s operations. Adoption of the standard will result in the recognition of additional ROU assets and lease liabilities of $14.2 million and $11.2 million, respectively, and the derecognition of the deferred rent balance of $1.8 million as of January 1, 2019. The Company will also record an insignificant reduction to opening accumulated deficit as of January 1, 2019 and will derecognize the $14.5 million building and related accumulated depreciation and $10.5 million financing lease obligation, due to the cumulative impact of adopting this standard, with the impact relating to a change in the classification of our Pleasanton Lease from a financing lease transaction to an operating lease. For a description of the Pleasanton Lease, see Note 6. In June 2018, the FASB issued ASU No. 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. In November 2018, the FASB issued ASU No. 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606 In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments In August 2018, the FASB issued ASU No. 2018-15, Intangibles (Topic 350): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. This new standard also requires customers to expense the capitalized implementation costs of a hosting arrangement that is a service contract over the term of the hosting arrangement. This standard is effective for the Company for annual reporting periods beginning after December 15, 2019, and interim periods within that year. This new standard can be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The Company is currently evaluating the impact of adoption on its financial statements. Recently Adopted Accounting Pro |
Cash Equivalents and Marketable
Cash Equivalents and Marketable Securities | 12 Months Ended |
Dec. 31, 2018 | |
Cash And Cash Equivalents [Abstract] | |
Cash Equivalents and Marketable Securities | 3. Cash Equivalents and Marketable Securities The amortized cost, unrealized gains and losses and fair values of cash equivalents and marketable securities were as follows (in thousands): December 31, 2018 Description Amortized Cost Unrealized Gains Unrealized Losses Fair Value Money market funds $ 36,148 $ — $ — $ 36,148 Commercial paper 45,244 — (40 ) 45,204 Corporate debt securities 67,815 1 (46 ) 67,770 $ 149,207 $ 1 $ (86 ) $ 149,122 Classified as: Cash equivalents $ 48,195 Marketable securities 100,927 Total $ 149,122 December 31, 2017 Description Amortized Cost Unrealized Gains Unrealized Losses Fair Value Money market funds $ 27,711 $ — $ — $ 27,711 Commercial paper 32,257 — (48 ) 32,209 Corporate debt securities 19,930 — (26 ) 19,904 $ 79,898 $ — $ (74 ) $ 79,824 Classified as: Cash equivalents $ 32,878 Marketable securities 46,946 Total $ 79,824 As of December 31, 2018 and 2017, the Company had a total of $153.1 million and $85.9 million in cash, cash equivalents and marketable securities, which includes $52.2 million and $39.0 million in cash and cash equivalents and $100.9 million and $46.9 million in marketable securities, respectively. All marketable securities held as of December 31, 2018, had contractual maturities of less than one year. There have been no realized gains or losses on marketable securities for the periods presented. None of the Company’s investments in marketable securities has been in an unrealized loss position for more than one year. The Company determined that it did have the ability and intent to hold all marketable securities that have been in a continuous loss position until maturity or recovery, thus there has been no recognition of any other-than-temporary impairment in the year ended December 31, 2018, 2017, or 2016. See Note 4 for further information regarding the fair value of the Company's financial instruments. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 4. Fair Value Measurements The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used in such measurements were as follows (in thousands): December 31, 2018 Description Total Level 1 Level 2 Level 3 Money market funds $ 36,148 $ 36,148 $ — $ — Commercial paper 45,204 — 45,204 — Corporate debt securities 67,770 — 67,770 — Total $ 149,122 $ 36,148 $ 112,974 $ — December 31, 2017 Description Total Level 1 Level 2 Level 3 Money market funds $ 27,711 $ 27,711 $ — $ — Commercial paper 32,209 — 32,209 — Corporate debt securities 19,904 — 19,904 — Total $ 79,824 $ 27,711 $ 52,113 $ — The Company measures the fair value of money market funds based on quoted prices in active markets for identical securities. Commercial paper and corporate debt securities are valued taking into consideration valuations obtained from third-party pricing services. The pricing services utilize industry standard valuation models, including both income and market-based approaches, for which all significant inputs are observable, either directly or indirectly, to estimate fair value. These inputs include reported trades of and broker/dealer quotes on the same or similar securities, issuer credit spreads; benchmark securities; prepayment/default projections based on historical data; and other observable inputs. There were no transfers between Level 1 and Level 2 during the periods presented. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2018 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | 5. Property and Equipment, Net Property and equipment and related accumulated depreciation and amortization are as follows (in thousands): December 31, 2018 2017 Computer equipment and software $ 470 $ 353 Furniture and fixtures 935 785 Laboratory equipment 16,406 10,515 Leasehold improvements 3,063 2,977 Buildings and related improvements capitalized under a lease financing transaction 15,371 15,371 36,245 30,001 Less accumulated depreciation and amortization (6,751 ) (2,790 ) Total property and equipment, net $ 29,494 $ 27,211 Depreciation and amortization expense was $4.0 million, $2.0 million, and $0.8 million for the periods ended December 31, 2018, 2017, and 2016, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 6. Commitments and Contingencies Leases In November 2015, the Company entered into an 84-month non-cancelable operating lease, effective March 2016, for a new facility in Emeryville, California, with laboratory and office space. The lease agreement includes an escalation clause for increased rent and a renewal provision allowing the Company to extend this lease for an additional three years at the prevailing rental rate. In September 2018 the Emeryville lease was amended whereby the Company entered into a 12-month operating lease for additional temporary space. The Company may terminate the temporary space lease agreement with 30 days advanced written notice to the Landlord. In February 2016, the Company entered into a 67-month non-cancellable operating lease effective October 2016 for a new facility in Cambridge, Massachusetts, with laboratory and office space. In conjunction with signing the lease, the Company paid a cash security deposit of $0.3 million. The lease agreement includes an escalation clause for increased rent and a renewal provision allowing the Company to extend this lease for an additional three years at the prevailing rental rate. The lessor provided the Company a tenant improvement allowance for a total of $2.1 million to complete laboratory and office renovations. The scope of these tenant improvements were considered to be “normal tenant improvements” under the lease accounting guidance. The Company recorded the tenant allowance received as leasehold improvements under the property and equipment account and deferred rent liability on the accompanying balance sheets. In March 2017, the Company entered into a noncancelable lease (the Pleasanton Lease) to lease 42,620 square feet of office, cleanroom, and laboratory support manufacturing space in Pleasanton, California (the Pleasanton Facility). Subsequently, in April 2017, the Company took possession of the space. The Pleasanton Lease includes a free rent period, escalating rent payments and a term that expires on November 30, 2024. The Company has the option to extend the lease term for a period of five years at the then market rental rate. The Company’s obligation to pay rent commenced on December 1, 2017. The Company obtained an irrevocable letter of credit in March 2017 in the initial amount of $1.0 million as a security deposit to the Pleasanton Lease, which may be drawn down by the landlord in the event the Company fails to fully and faithfully perform all of its obligations. The letter of credit may be reduced based on certain levels of cash and cash equivalents the Company holds. As of December 31, 2018, none of the irrevocable letter of credit amount has been drawn. The Pleasanton Lease further provides that the Company is obligated to pay to the landlord its proportionate share of certain basic operating costs, including taxes and operating expenses. In connection with the Pleasanton Lease, the Company received a tenant improvement allowance of $1.2 million from the landlord for the costs associated with the design, development and construction of tenant improvements for the Pleasanton Facility building. The scope of the tenant improvements did not qualify under the lease accounting guidance as “normal tenant improvements” and the Company was deemed owner of the leased building during the construction period for accounting purposes. The Company has capitalized the $9.3 million fair value of the leased building within property and equipment, net, and recognized a corresponding non-current lease financing obligation. The fair value of the leased building was estimated using a market approach that utilized comparable observable sales for similar assets (Level 2 inputs). The Company has also recognized building improvements totaling $6.1 million for additions to the leased building incurred by the Company during the construction period, of which $1.2 million were due but had not yet been received from the landlord as of December 31, 2017 and were recorded as an increase to the lease financing obligation and prepaid and other current assets on the balance sheet. Such amounts were subsequently reimbursed by the landlord in April 2018. In November 2017, construction on the Pleasanton Facility was substantially completed and the leased property was placed into service. The Company determined the completed construction project did not qualify for sale-leaseback accounting due to the collateral held by the landlord in the form of a letter of credit and instead has been accounted for as a financing lease transaction. The leased building for the Pleasanton Facility and related improvements remain on the Company’s balance sheet as of December 31, 2018 and rental payments associated with the Pleasanton Lease have been allocated to operating lease expense for the ground underlying the leased building and principal and interest payments on the lease financing obligation. In September 2018, the Company entered into a 24-month non-cancellable operating lease for an additional facility in Cambridge, Massachusetts with laboratory and office space. In conjunction with signing the lease, the Company prepaid the first twelve months base rent in the amount of $1.3 million of which $0.9 million is included in prepaid expenses and other current assets on the balance sheet as of December 31, 2018 and a cash security deposit of $0.3 million recorded in deposits and other long-term assets. The lease agreement includes an escalation clause for increased rent. Rent expense recorded by the Company associated with the ground lease was not material for any period presented. No interest expense was recognized for the lease financing obligation while the leased building was being constructed during the year ended December 31, 2017. Total interest, which represents the cost of the lease financing obligation under the Pleasanton Lease agreement, was approximately $0.8 million for the year ended December 31, 2018, which was recognized within the statement of operations and comprehensive loss. The allocation of the Pleasanton Lease payment to ground lease rent expense and principal and interest expense on the lease financing obligation was estimated using income and market approaches that utilized comparable observable sales for similar assets, land capitalization rates and an estimate of the Company’s incremental borrowing rate (Level 2 and Level 3 inputs). As of December 31, 2018, minimum annual payments under the Company’s non-cancelable lease agreements and lease financing obligation are as follows (in thousands): Lease Financing Obligation Operating Lease Year ending December 31: 2019 $ 794 $ 2,329 2020 818 2,674 2021 843 1,803 2022 868 1,119 2023 894 281 Thereafter 842 114 Total minimum payments 5,059 $ 8,320 Less: Amount representing interest expense (4,435 ) 624 Residual value of lease financing obligation 9,896 10,520 Less: Lease financing obligation, short-term (30 ) Lease financing obligation, long-term $ 10,490 Rent expense was $1.8 million, $1.2 million, and $2.4 million for the years ended December 31, 2018, 2017, and 2016, respectively. Agreement with CRO In September 2017, the Company entered into a contract research and development agreement with a third-party contract research organization (“CRO”) to provide research, analysis and antibody samples to further the Company’s development of personalized immunotherapies in the treatment of cancer. Under the agreement, the Company paid an upfront payment of $0.5 million to the CRO. The upfront payment has been capitalized and will be recognized as research and development expense using the straight-line method over the term of the agreement, which is one year. The Company is also obligated to pay up to $0.9 million to the CRO upon the completion of certain phases of the research services. These costs will be recorded to research and development expense over the expected period of each phase of the research services. The Company is also obligated to pay the CRO certain milestone payments of up to $36.4 million on achievement of specified events. None of these events had occurred as of December 31, 2018. Guarantees and Indemnifications The Company, as permitted under Delaware law and in accordance with its certification of incorporation and bylaws, and pursuant to indemnification agreements with certain of its officers and directors, indemnifies its officers and directors for certain events or occurrences, subject to certain limits, which the officer or director is or was serving at the Company’s request in such capacity. The term of the indemnification period lasts as long as an officer or director may be subject to any proceeding arising out of acts or omissions of such officer or director in such capacity. The maximum amount of potential future indemnification is unlimited; however, the Company currently holds director and officer liability insurance. This insurance limits the Company’s exposure and may enable it to recover a portion of any future amounts paid. The Company believes that the fair value of these indemnification obligations is minimal. Accordingly, the Company has not recognized any liabilities relating to these obligations for any period presented. |
Collaboration and License Agree
Collaboration and License Agreements | 12 Months Ended |
Dec. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Collaboration and License Agreements | 7. Collaboration and License Agreements bluebird bio, Inc. In August 2018, the Company entered into a Research Collaboration and License Agreement (“Collaboration Agreement”) with bluebird bio, Inc. (“bluebird”). Under the terms of the Collaboration Agreement, the Company will provide to bluebird tumor-specific targets across several tumor types and, in certain cases, T-cell receptors (“TCR”) directed to those targets. The Company received a non-refundable upfront payment of $20.0 million and bluebird also concurrently acquired 768,115 shares of the Company’s Series C convertible preferred stock for $10.0 million at $13.04 per share. Per the Collaboration Agreement, bluebird was also provided an option to acquire shares of the Company’s common stock at the same price as all other investors in connection with the IPO. In October 2018, bluebird purchased 666,667 shares of the Company’s common stock at the price to the public of $15.00 per share for a total of $10.0 million. Under the terms of the Collaboration Agreement, the Company is eligible to earn development, regulatory, and sales-based milestones in an amount of up to $1.2 billion, and single-digit royalties on sales of products that utilize the technology subject to the Collaboration Agreement. None of these events had occurred as of December 31, 2018 and no royalties were due from the sale of licensed products. bluebird may terminate the Collaboration Agreement by giving a 120 day prior written notice to the Company at any time after the effective date of the agreement. Unless terminated early the agreement has a term that ends upon the last payment owed by Gritstone on a licensed product . The Collaboration Agreement may be terminated for cause by either party based on uncured material breach by the other party or bankruptcy of the other party. Upon early termination, all ongoing activities under the agreement and all mutual collaboration, development and commercialization licenses and sublicenses will terminate. The licenses granted by the Company to bluebird under the licensed intellectual property will remain in effect in accordance with their respective terms. Additionally, all of bluebird’s payment obligations that have not yet accrued related to future milestone and royalty payments will be reduced by fifty percent for the remainder of the agreement term. The Company concluded that bluebird is a customer, and the contract is not subject to guidance on collaborative arrangements. This is because the Company granted to bluebird a license to its intellectual property, and provided research and development services, all of which are outputs of the Company’s ongoing activities, in exchange for consideration. The Company identified the following three material promises under the Collaboration Agreement: 1) transfer of a license to intellectual property and related technology know-how (“License and Know-How”); 2) the obligation to perform target selection and TCR generation services (“Research and Development Services”); and 3) participation on the Joint Steering Committee (“JSC”). The Company provided to bluebird standard indemnification and protection of licensed intellectual property, which is part of assurance that the license meets the contract’s specifications and is not an obligation to provide goods or services. The Company considered that the License and Know-How has standalone functionality, was considered to be functional intellectual property, and is capable of being distinct. However, the Company determined that the License and Know-How is not distinct from the Research and Development Services or participation on the JSC within the context of the agreement because bluebird is dependent on the Company to execute the Research and Development Services and participate on the JSC in order for bluebird to benefit from the License and Know-How. As such, the License and Know-How is combined with the Research and Development Services and participation on the JSC into a single performance obligation. As such, the transaction price under this arrangement will be allocated to this single performance obligation. The Company has also determined that all other goods or services which are contingent upon bluebird reaching various milestones are not considered performance obligations at the inception of the arrangement. The transaction price at the inception of the Collaboration Agreement consisted of the upfront payment of $20.0 million and the $10.0 million received from bluebird for the purchase of the Company’s Series C convertible preferred stock. The sale of the Series C convertible preferred stock was not considered to be a performance obligation as it was a separate financing component of the transaction. Accordingly, $10.0 million of the transaction price was allocated to the issuance of 768,115 shares of Series C convertible preferred stock at fair value of $13.04 per share and recorded in stockholders’ equity. The variable consideration related to the remaining development, regulatory, and sales-based milestones payments has not been included in the initial transaction price and continues to be fully constrained as of December 31, 2018. As part of its evaluation of the constraint, the Company considered numerous factors, including that receipt of the milestones is outside the control of the Company and contingent upon initiation of clinical trials for early stage targets and bluebird’s development efforts. Any variable consideration related to sales-based milestones (including royalties) will be recognized when the related sales occur as they were determined to relate predominantly to the License and Know-How granted to bluebird. The Company will re-evaluate the transaction price in each reporting period and as uncertain events are resolved or other changes in circumstances occur. For revenue recognition purposes, the Company determined that the duration of the contract began on the effective date in August 2018 and ends upon completion of the Research and Development Services which is also when the participation on the JSC is no longer an obligation. The contract duration is defined as the period in which parties to the contract have present enforceable rights and obligations. The Company also analyzed the impact of bluebird terminating the agreement prior to August 2023 and determined, considering both quantitative and qualitative factors, that there were substantive non-monetary penalties to bluebird for doing so. We considered quantitative and qualitative factors to reach this conclusion. Revenue is recognized when, or as, the Company satisfies its performance obligation by transferring the promised services to bluebird. Revenue will be recognized over time using a cost-based input method, based on internal labor cost effort to perform the research services, since the internal labor cost incurred over time is thought to best reflect the transfer of services to bluebird. In applying a cost-based input method of revenue recognition, we use actual costs incurred relative to budgeted costs to fulfill the combined performance obligation. A cost-based input method of revenue recognition requires us to make estimates of costs to complete the performance obligation. The cumulative effect of any revisions to estimated costs to complete the performance obligation will be recorded in the period in which changes are identified and amounts can be reasonably estimated. A significant change in these assumptions and estimates could have a material impact on the timing and amount of revenue recognized in future periods. For the year ended December 31, 2018, the Company recognized $1.2 million as collaboration revenue as a result of satisfying its performance obligation by transferring the promised services estimated by the labor cost incurred. A deferred revenue balance of $18.8 million is recorded on the balance sheet in both current and long-term liabilities as of December 31, 2018, which relates to the performance obligation identified, with such amounts to be recognized over the period the performance obligation is expected to be satisfied, which is currently expected to be through mid-2023. Changes in the deferred revenue balance during the year ended December 31, 2018 are as follows (in thousands): Deferred Revenue Balance at January 1, 2018 $ — Additions 20,000 Deductions (1,187 ) Balance at December 31, 2018 $ 18,813 There were no receivables or net contract assets recorded as of December 31, 2018 associated with the Collaboration Agreement. The Company expensed all incremental costs of obtaining Collaboration Agreement as such amounts were insignificant. Arbutus Biopharma Corporation In October 2017, the Company entered into an Exclusive License Agreement with Arbutus Biopharma Corporation (Arbutus). Certain terms of the agreement were modified by amendment in July 2018. Under the license agreement, the Company has a worldwide, exclusive license to certain technology of Arbutus, including Arbutus’ portfolio of proprietary and clinically validated lipid nanoparticle products and associated intellectual property, as well as technology transfer of Arbutus’ manufacturing know-how. Under this license agreement, the Company paid an upfront payment of $5.0 million which was included in research and development expenses during 2017. The Company also reimbursed Arbutus for materials and personnel costs totaling $0.2 million, which were included in research and development expenses during 2017. During 2018, the Company reimbursed Arbutus for materials and personnel costs totaling $0.4 million. The Company is obligated to pay Arbutus for services rendered and certain milestone payments up to an aggregate of $123.5 million on achievement of specified events, and low single-digit royalties on sales of its licensed products. Following the acceptance of our investigational new drug application for GRANITE-001 by the U.S. Food and Drug Administration, the Company made a $2.5 million development milestone payment to Arbutus in September 2018 that was recorded as research and development expense. None of the other events had occurred as of December 31 2018, and no royalties were due from the sale of licensed products. Non-Profit Hospital Cancer Center In January 2016, the Company entered into an Exclusive License Agreement with a non-profit hospital cancer center. Under the license agreement, the Company has an exclusive license to utilize certain patents and know-how relating to immunotherapy for an insignificant upfront payment, cash milestone payments on achievement of specified events, and a low single digit royalty on sales of licensed products. The achievement of the milestones and payment of royalties is dependent upon obtaining regulatory approval. None of these events had occurred as of December 31, 2018 and no royalties were due from the sales of licensed products. The Company also issued a ten-year warrant to the cancer center for the right to purchase 40,257 shares of its common stock at $0.35 per share. The estimated fair value of the warrant was not significant and was included in research and development expense and additional paid-in capital. The warrant was exercised in full in January 2018. In December 2018 the Company made an insignificant milestone payment to the non-profit hospital cancer center. |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Balance Sheet Components | 8. Balance Sheet Components Prepaid Expenses and Other Assets Prepaid expenses and other current assets consist of the following (in thousands): December 31, 2018 2017 Receivable from landlord $ — $ 1,226 Prepaid rent 860 93 Prepaid insurance 966 — Interest and other receivables 462 484 Prepaid research and development-related expenses 1,789 628 Other 449 95 Total prepaid expenses and other current assets $ 4,526 $ 2,526 Deposits and Other Long-Term Assets Deposits and other long-term assets consist of the following (in thousands): December 31, 2018 2017 Lease security deposit $ 632 $ 368 Prepaid research and development-related expenses 554 — Restricted cash 992 992 Other 250 250 Total deposits and other long-term assets $ 2,428 $ 1,610 Accrued Liabilities Accrued current liabilities consist of the following (in thousands): December 31, 2018 2017 Deferred rent $ 445 $ 381 Research and development-related expenses 252 683 Other 295 426 Total accrued current liabilities $ 992 $ 1,490 |
Convertible Preferred Stock and
Convertible Preferred Stock and Common Stock | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Convertible Preferred Stock and Common Stock | 9. Convertible Preferred Stock and Common Stock Convertible Preferred Stock Series A Equity Financing The Company entered into a Series A preferred stock purchase agreement with certain investors in September 2015, and upon approval by the Company’s Board of Directors, the Company completed a Series A convertible preferred stock financing (“Series A—First Tranche”) at a price per share of $6.90. The net cash proceeds from this round of financing totaled $25.4 million, and 3,699,259 shares of Series A convertible preferred stock were issued. Issuance costs totaled $0.1 million and were recorded as a reduction of the proceeds. In April 2016, and upon approval by the Company’s Board of Directors, the Company completed a Series A convertible preferred stock financing (“Series A—Second Tranche”) at a price per share of $6.90. The net cash proceeds from this round of financing totaled $35.7 million, and 5,178,968 shares of Series A convertible preferred stock were issued. Issuance costs totaled $0.02 million and were recorded as a reduction of the proceeds. Upon approval by the Company’s Board of Directors and a majority of the holders of the Series A convertible preferred stock, the Company could proceed with the third closing of the Series A convertible preferred stock for a total of 5,918,840 shares at a purchase price of $6.90 per share (“Series A—Third Tranche”). However, for a period of 90 days following such approval, the Company may solicit alternative financing at financially superior terms to those of the Series A—Third Tranche, including a purchase price greater than $6.90 per share (the “Superior Financing Transaction”). If approved by the Board of Directors, the Company’s obligation to complete the Series A—Third Tranche shall terminate and the Superior Financing Transaction would proceed. Each Series A convertible preferred stockholder will have the right to purchase at least 50% of its original Series A—Third Tranche amount in the Superior Financing Transaction. The Series A—Second Tranche and Series A—Third Tranche rights are considered to be mutual options as neither the purchasers nor the Company have a commitment or obligation to purchase or sell additional shares. As such, these rights are not accounted for separately. In connection with the Company’s Series B Equity Financing the Company’s Board of Directors and investors terminated the ability to complete the Series A—Third Tranche. Series B Equity Financing The Company entered into a Series B preferred stock purchase agreement with certain investors in September 2017 and October 20, 2017, and upon approval by the Company’s Board of Directors, the Company completed a Series B convertible preferred stock financing (Series B) at a price per share of $10.76. The net cash proceeds totaled $95.8 million and 8,919,302 shares of Series B convertible preferred stock were issued. Issuance costs totaled $0.2 million and were recorded as a reduction of the proceeds. Series C Equity Financing The Company entered into a Series C preferred stock purchase agreement (“Series C Preferred Stock Purchase Agreement”), with certain investors in June 2018, and upon approval by the Company’s Board of Directors, the Company completed a Series C convertible preferred stock financing (“Series C”) at a price per share of $13.04. The net cash proceeds totaled $8.9 million and 690,128 shares of Series C convertible preferred stock were issued. Issuance costs totaled $0.1 million and were recorded as a reduction of the proceeds. In July 2018, the Company sold an additional 153,360 shares of Series C convertible preferred stock at a price of $13.04 per share for net cash proceeds of $2.0 million. In August 2018, in conjunction with the Collaboration Agreement entered into with bluebird, the Company sold bluebird 768,115 shares of Series C convertible preferred stock at a price of $13.04 per share for gross proceeds of $10.0 million. The preferred stock has various features, including convertibility and non-cumulative dividends. The Company determined that none of the features required bifurcation from the underlying shares, either because they are clearly and closely related to the underlying shares or because they do not meet the definition of a derivative. The Series A and Series B convertible preferred stock are considered permanent equity and have not been accreted up to their redemption value. The Second and Third Tranche rights are considered to be mutual options as neither the purchasers nor the Company have a commitment or obligation to purchase or sell additional shares. As such, these rights are not accounted for separately. Moreover, in any such redemption (i.e. deemed liquidation) all equity holders (common and preferred) will receive the same form of consideration. The preferred stockholders cannot contractually redeem their shares, or redeem their shares through separate negotiation, without the Company’s common stockholders being able to also redeem their shares for the same form of consideration. At December 31, 2017, convertible preferred stock consisted of the following (in thousands, except share and per share amounts): Shares Authorized Shares Issued and Outstanding Issuance Price Per Share Carrying Value Liquidation Preference Series B 64,102,551 8,919,302 $ 10.76 $ 95,798 $ 96,008 Series A—First Tranche 61,260,000 3,699,259 $ 6.90 25,425 25,525 Series A—Second Tranche — 5,178,968 $ 6.90 35,714 35,735 Total convertible preferred stock 125,362,551 17,797,529 $ 156,937 $ 157,268 At December 31, 2018, there were 10,000,000 shares of convertible preferred stock authorized and no shares were outstanding. Prior to the conversion of the convertible preferred stock upon closing of the IPO, the rights, preferences, and privileges of the convertible preferred stock were as follows: Redemption Rights The preferred stock is not redeemable by holders unless a redemption event occurs. A redemption event will only occur upon the liquidation or winding up of the Company, a greater than 50% change in control, or the sale of substantially all of the assets of the Company. Management has also elected not to adjust the carrying values of the Series A, Series B and Series C convertible preferred stock to the redemption value of such shares, since it is uncertain whether or when a redemption event will occur. Subsequent adjustments to increase the carrying value to the redemption values will be made when it becomes probable that such a redemption will occur. Dividends Rights The holders of Series A, Series B, and Series C convertible preferred stock are entitled to receive dividends, from any assets legally available, prior and in preference to any declaration or payment of any dividend to the common stockholders, at the rate of 8% of the original issue price (as determined on a per annum basis and on an as-converted basis). Such dividends are payable if and when declared by the Board of Directors and are not cumulative. After payment of such dividends, any additional dividends shall be distributed among the holders of the Series A, Series B, and Series C convertible preferred stock and common stock pro rata based on the number of shares of common stock then held by each holder (assuming conversion of all such preferred stock into common stock). As of December 31, 2018 and 2017, no such dividends had been declared or accrued. Liquidation Rights In the event of any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary (Liquidation Event), the holders of Series C convertible preferred stock are entitled to receive, prior and in preference to any distribution of any of the assets of the Company to the holders of the Series A and B convertible preferred stock, $13.04 per share (as adjusted for any stock splits, combinations, reorganizations, or similar transactions, plus any declared and unpaid dividends). The holders of Series B convertible preferred stock are entitled to receive, prior and in preference to any distribution of any of the assets of the Company to the holders of the Series A convertible preferred stock, $10.76 per share (as adjusted for any stock splits, combinations, reorganizations, or similar transactions, plus any declared and unpaid dividends). After payment of the above, the holders of Series A convertible preferred stock are entitled to receive, prior and in preference to any distribution of any of the assets of the Company to the holders of common stock, $6.90 per share (as adjusted for any stock splits, combinations, reorganizations, or similar transactions, plus any declared and unpaid dividends). If, upon the occurrence of such an event, the proceeds to be distributed are insufficient to permit the payment to such holders of the full preferential amounts, then the entire amount legally available for distribution shall be distributed among the holders of the Series A, Series B, and Series C preferred stock in proportion to the full preferential amount that each such holder is otherwise entitled to receive had such proceeds been available. After liquidation preference payments have been made to the holders of the convertible preferred stock as described above, all of the remaining assets and funds of the Company are to be distributed ratably among the holders of the preferred and common stock, as if the preferred stock had been converted to common stock. However, Series C holders are limited to the greater of (1) $65.21 per share (as adjusted for any stock splits, combinations, reorganizations or similar transactions) and (2) the amount the holder would have received if all shares of Series C convertible preferred stock had been converted to common stock prior to such liquidation, dissolution, or winding up of the Company. Series B preferred stockholders are limited to the greater of (1) $53.82 per share (as adjusted for any stock splits, combinations, reorganizations or similar transactions) and (2) the amount the holder would have received if all shares of Series B convertible preferred stock had been converted to common stock prior to such liquidation, dissolution, or winding up of the Company. Series A holders are limited to the greater of (1) $34.50 per share (as adjusted for any stock splits, combinations, reorganizations or similar transactions) and (2) the amount the holder would have received if all shares of Series A convertible preferred stock had been converted to common stock prior to such liquidation, dissolution, or winding up of the Company. Voting Rights Except as otherwise required by law, the holders of common and Series A, Series B, and Series C convertible preferred stock vote together as a single class. The holders of the convertible preferred stock are entitled to the number of votes equal to the number of shares of common stock into which the convertible preferred stock could be converted on the record date for the vote, or upon the written consent of the stockholders. The holders of the Series A convertible preferred stock are entitled to elect three directors of the Company, the holders of the Series B convertible preferred stock are entitled to elect one director of the Company, and the holders of common stock shall be entitled to elect one director of the Company. Conversion Rights Each share of Series A, Series B and Series C convertible preferred stock, at the option of the holder and at any time after the date of issuance, is convertible into the number of shares of common stock determined by dividing the respective original issue price by the conversion price (the Conversion Price). The Company’s Series A, Series B, and Series C Conversion Prices were $6.90, $10.76, and $13.04, respectively, and were subject to certain future adjustments. As part of the Company’s Series C convertible preferred stock financing, the Company’s certificate of incorporation was amended to reduce the public offering automatic conversion price for the Series A and B convertible preferred stock from $21.53 to $15.66 per share. The Company accounted for this as a modification of an instrument akin to equity that resulted in no incremental fair value being attributed to the Series A and Series B convertible preferred stock. In October 2018, upon closing of the IPO, all outstanding shares of convertible preferred stock converted into 19,409,132 shares of common stock. Per the terms of the Convertible Preferred Stock Agreement, the shares of outstanding convertible preferred stock converted at the election of the holders of at least a majority of the then outstanding shares of convertible preferred stock, voting together as a single class and on an as-converted to common stock basis. Common Stock The Company is authorized to issue 300,000,000 shares of common stock. Holders of common stock are generally entitled to one vote per share on all matters to be voted upon by the stockholders of the Company. Subject to the preferences that may be applicable to any outstanding shares of preferred stock, the holders of common stock are entitled to receive ratably such dividends, if any, as may be declared by the Board of Directors. No dividends have been declared to date. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 10. Stock-Based Compensation Award Incentive Plans In August 2015, the Board of Directors approved the 2015 Equity Incentive Plan (“2015 Plan”). The Company permitted early exercise of certain stock options prior to vesting to certain directors, officers, and employees. Any shares issued pursuant to unvested options are restricted and subject to repurchase by the Company until the conditions for vesting are met. The amounts paid for shares purchased under an early exercise of stock options and subject to repurchase by the Company are reported as a liability, then in stockholders’ equity once those shares vest. Upon termination of employment of an option holder, the Company has the right to repurchase, at the original purchase price, any unvested options. The shares issued pursuant to unvested options have not been included in shares issued and outstanding on the balance sheet and statement of stockholders’ equity as such shares are not considered outstanding for accounting purposes. As of December 31, 2018 and 2017, the Company recorded $0.08 million and $0.2 million, respectively, as short- term and long-term liabilities associated with shares issued subject to repurchase rights. Prior to the Company’s IPO, the grant date fair value of the Company’s common stock was determined by the Company’s Board of Directors with the assistance of management and an independent third-party valuation specialist. The grant date fair value of the Company’s common stock was determined using valuation methodologies which utilizes certain assumptions including probability weighting of events, volatility, time to liquidation, a risk-free interest rate and an assumption for a discount for lack of marketability (Level 3 inputs). In determining the fair value of the Company’s common stock, the methodologies used to estimate the enterprise value of the Company were performed using methodologies, approaches, and assumptions consistent with the American Institute of Certified Public Accountants Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation (“AICPA Accounting and Valuation Guide”). For stock awards granted during 2016 and 2017, deemed fair values of $2.21 and $3.17 per common share were used in calculating stock-based compensation expense, as determined by management using hindsight. Subsequent to the Company’s IPO, the grant date fair value of each share of common stock underlying stock option awards is based on the closing price of our common stock as reported by the Nasdaq Select Global Market on the date of grant of the award. In February 2018, the Company’s Board of Directors approved a 507,246 share increase in the number of shares to be reserved under the Company’s 2015 Equity Incentive Plan. In connection with the Company’s IPO and the effectiveness of the 2018 Award Incentive Plan (“2018 Plan”), the 2015 Plan terminated and no further awards will be granted under the 2015 Plan. The 92,815 shares of common stock shares that were then unissued and available for future issuance under the 2015 Plan became available under the 2018 Plan. The 2015 Plan will continue to govern all outstanding awards by their existing terms. In September 2018, the Company’s Board of Directors approved the 2018 Plan. Under the 2018 Plan, the Company may grant stock options, stock appreciation rights, restricted stock, restricted stock units and other certain awards to individuals who are employees, officers, directors or consultants of the Company. A total of 2,690,000 shares of our common stock are initially reserved for issuance pursuant to a variety of stock-based compensation awards, including stock options, stock appreciation rights, or SARs, restricted stock awards, restricted stock unit awards and other stock-based awards, plus the number of shares remaining available for future awards under the 2015 Plan, as of the effective date of the 2018 Plan. The number of shares of common stock reserved for issuance under the 2018 Plan will automatically increase on January 1 of each year, beginning on January 1, 2019 and continuing through and including January 1, 2028, by 4% of the total number of shares of our stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares determined by the Company’s Board of Directors. The maximum number of shares that may be issued upon the exercise of ISOs under the 2018 Plan is 45,000,000. The Company’s Board of Directors has the authority to determine to whom options will be granted, the number of shares, the term, and the exercise price. If an individual owns stock representing 10% or more of the outstanding shares, the price of each share shall be at least 110% of the fair market value, as determined by the board of directors. Options granted have a term of up to 10 years and generally vest over a 4-year period with a straight-line vesting. 2018 Employee Stock Purchase Plan In September 2018, the Company’s Board of Directors approved the 2018 Employee Stock Purchase Plan (“2018 ESPP”). A total of 282,334 shares were initially reserved for issuance under the 2018 ESPP. Additionally, the number of shares of common stock reserved for issuance under the 2018 ESPP will increase automatically each year, beginning on January 1, 2019 and continuing through and including January 1, 2028, by the lesser of (1) 1% of the shares of common stock outstanding on December 31 of the preceding calendar year or (2) such lesser number of shares determined by the Company’s Board of Directors. The maximum number of shares that may be issued under the 2018 ESPP is 5,000,000. Our initial purchase period commences in 2019. Valuation of Stock Options The fair value of each stock option granted to an employee or a director was estimated as of the date of grant using the Black-Scholes model with the following weighted-average assumptions: Year Ended December 31, 2018 2017 2016 Expected dividend yield — — — Expected term 6.04 years 6.04 years 6.05 years Risk-free interest rate 2.80 % 1.97 % 1.43 % Expected volatility 88 % 94 % 103 % Management’s calculations are based on a grant date valuation approach. Using the Black-Scholes model, the weighted-average grant-date fair value of employee stock options granted was $6.59, $2.00, and $2.19 per share during the years ended December 31, 2018, 2017, and 2016, respectively. Stock Option Activity A summary of the 2015 Plan and 2018 Plan activity is as follows: Options Outstanding Number of Shares Available for Issuance Number of Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Balance at December 31, 2016 1,148,227 509,189 $ 0.41 9.63 $ 178 Authorized 362,318 — $ — Granted (900,257 ) 900,257 $ 1.13 Exercised (41,665 ) $ 0.35 Cancelled 15,941 (15,941 ) $ 0.46 Balance at December 31, 2017 626,229 1,351,840 $ 0.89 9.13 $ 3,087 Authorized 3,197,246 Granted (1,344,973 ) 1,344,973 $ 8.92 Exercised (80,463 ) $ 0.58 Cancelled 186,491 (186,491 ) $ 1.31 Repurchased 30,117 $ 0.35 Balance at December 31, 2018 2,695,110 2,429,859 $ 5.31 8.86 $ 25,646 Vested and exercisable – December 31, 2018 582,436 $ 1.24 8.12 $ 8,274 Vested and expected to vest – December 31, 2018 2,521,869 $ 4.75 8.69 $ 27,896 For the years ended December 31, 2018, 2017, and 2016, the total intrinsic value of stock option awards exercised was $0.75 million, $0.08 million, and $1.3 million, respectively, determined at the date of option exercise, and the total cash received upon exercise of stock options was not significant for either period. The aggregate intrinsic value was calculated as the difference between the exercise prices of the underlying stock option awards and the estimated fair value of the common stock on the date of exercise. As of December 31, 2018, $8.9 million of total unrecognized compensation cost related to non-vested employee and consultant options is expected to be recognized over a weighted-average period of 3.18 years. The total fair value of shares vested during the year ended December 31, 2018 was $1.8 million. Stock-based compensation expense and awards granted to non-employees was insignificant for the years ended December 31, 2018, December 31, 2017, and December 31, 2016. Stock-Based Compensation Expense Total stock-based compensation for all options granted to employees and consultants, before taxes is as follows (in thousands): Year Ended December 31, 2018 2017 2016 Research and development expenses $ 2,081 $ 888 $ 385 General and administrative expenses 914 238 212 Total $ 2,995 $ 1,126 $ 597 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes The reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows: Year Ended December 31, 2018 2017 2016 Statutory federal income tax rate 21.0 % 34.0 % 34.0 % State tax, net of federal benefit 4.3 2.2 3.3 Permanent differences (1.0 ) (2.3 ) (0.8 ) Effective change in enacted tax rate — (17.3 ) — Research and development tax credits 4.4 4.1 0.8 Other (0.2 ) — — Change in valuation allowance (28.5 ) (20.7 ) (37.3 ) Effective income tax rate — % — % — % The Company uses the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company assesses the likelihood that the resulting deferred tax assets will be realized. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which the temporary differences representing net future deductible amounts become deductible. Due to the Company’s history of losses, and lack of other positive evidence, the Company has determined that it is more likely than not that its net deferred tax assets will not be realized, and therefore, the net deferred tax assets are fully offset by a valuation allowance at December 31, 2018 and 2017. The valuation allowance increased by $18.4 million during 2018 and increased by $8.5 million during 2017. The U.S. Tax Cuts and Jobs Act (“Tax Act”) was enacted on December 22, 2017 and introduces significant changes to U.S. income tax law, including the remeasurement of deferred taxes. Effective in 2018, the Tax Act reduces the U.S. federal statutory corporate tax rate from 35% to 21% for years after 2017. The Company remeasured its deferred taxes as of December 31, 2017 to reflect the reduced U.S. tax rate of the Tax Act and recognized a reduction to the deferred tax assets of $7.1 million, which was off-set by a corresponding reduction in the valuation allowance. The Act did not have a material impact on the Company's financial statements as of December 31, 2018. In December 2017, the SEC staff issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act The components of the net deferred tax assets/liabilities are as follows (in thousands): December 31, 2018 2017 Deferred tax assets: Net operating loss carryforwards $ 27,311 $ 12,251 Research and development tax credits 4,503 1,990 Lease financing obligation 2,658 2,490 Accruals and other 1,387 1,124 Amortization 1,726 1,222 Deferred tax liabilities: Other depreciation (655 ) (536 ) Leased building depreciation (2,446 ) (2,475 ) Total net deferred tax assets 34,484 16,066 Less valuation allowance (34,484 ) (16,066 ) Deferred tax assets, net of allowance $ — $ — At December 31, 2018, the Company’s federal and state income tax net operating loss carryforwards were approximately $109.8 million and $65.7 million, respectively, which may be subject to limitations as described below. If not utilized, the federal tax loss carryforwards will begin to expire in 2035 and the state tax loss carryforwards will begin to expire in 2035. Under the Tax Act, federal net operating losses incurred in 2018 and in future years may be carried forward indefinitely, but the deductibility of such federal net operating losses is limited. In addition, the Company has federal and certain California and Massachusetts research and development income tax credit carryforwards of $4.1 million, $2.3 million and $0.7 million, respectively. If not utilized, the federal research and development income tax credit carryforwards will begin to expire in 2035. The California research and development income tax credit carryforwards do not expire and can be carried forward indefinitely. The Massachusetts research and development income tax credit carryforwards will begin to expire in 2032. The net operating loss (“NOL”) and tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities and may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant stockholders over a three-year period in excess of 50%, as defined under Sections 382 and 383 of the Internal Revenue Code (“IRC”) of 1986. This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. Subsequent ownership changes may further affect the limitation in future years. The Company completed an analysis through December 31, 2018 under IRC Sections 382 and 383 to determine if the Company’s net operating loss carryforwards and research and development credits are limited due to a change in ownership. In connection with the Company’s IPO which closed in October 2018, the Company did experience an ownership change pursuant to Section 382. There was no reduction in federal or California net operating loss carryforwards or research and development income tax credits as a result of this ownership change. The following table summarizes the activity related to the Company’s unrecognized tax benefits (in thousands): December 31, 2018 2017 2016 Beginning of year—unrecognized tax benefits $ 1,089 $ 230 $ 7 Decrease for tax positions taken during prior periods (453 ) (47 ) — Increases for tax positions taken during current period 1,441 906 223 End of year—unrecognized tax benefits $ 2,077 $ 1,089 $ 230 The Company does not expect any material changes to the estimated amount of liability associated with its uncertain tax positions within the next 12 months. The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. The Company is not currently under audit by the Internal Revenue Service or other similar state or local authorities. Due to the net operating loss carryforwards, all years remain open for income tax examination by tax authorities in the United States, various states and foreign tax jurisdictions in which the Company files tax returns. |
Net Loss Per Common Share
Net Loss Per Common Share | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Net Loss Per Common Share | 12. Net Loss Per Common Share The following table sets forth the computation of the basic and diluted net loss per share (in thousands, except for share and per share amounts): Year Ended December 31, 2018 2017 2016 Numerator: Net loss $ (64,775 ) $ (41,377 ) $ (18,750 ) Denominator: Weighted-average common shares outstanding, basic and diluted 8,919,281 1,999,044 1,672,545 Net loss per share, basic and diluted $ (7.26 ) $ (20.70 ) $ (11.21 ) Since the Company was in a loss position for all periods presented, basic net loss per share is the same as diluted net loss per share for all periods as the inclusion of all potential common shares outstanding would have been anti-dilutive. Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows: December 31, 2018 2017 2016 Convertible preferred stock — 17,797,529 8,878,227 Options issued and outstanding 2,429,859 1,351,840 509,189 Early exercised common stock subject to future vesting 226,967 539,289 838,359 Warrants to purchase common stock — 40,257 40,257 Total 2,656,826 19,728,915 10,266,032 |
Related-Party Transactions
Related-Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | 13. Related-Party Transactions During the year ended December 31, 2018, the Company issued 333,333 shares of common stock for total net proceeds of $5.0 million to certain stockholders considered to be related parties. During the year ended December 31, 2017, the Company issued 2,560,342 additional shares of Series B convertible preferred stock for total proceeds of $27.6 million to these related parties. During the year ended December 31, 2016, the Company issued 4,236,261 shares of Series A convertible preferred stock for total proceeds of $29.2 million to certain stockholders, a member of the |
Defined Contribution Plan
Defined Contribution Plan | 12 Months Ended |
Dec. 31, 2018 | |
Postemployment Benefits [Abstract] | |
Defined Contribution Plan | 14. Defined Contribution Plan The Company began sponsoring a 401(k) Plan in 2017 which provides that eligible employees can elect to contribute to the 401(k) Plan, subject to certain limitations, on a pretax basis. The Company matches up to 50% of the first 4% of each employee’s contribution. During the year ended December 31, 2018 and 2017, expenses recognized for the 401(k) Plan were insignificant. |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Event | 1 5 . Subsequent Event On January 31, 2019, the Company entered into a new operating lease effective as of January 28, 2019, for approximately 34,469 square feet of office and laboratory space located in Emeryville, California for the Company’s new principal executive offices. The new lease provides for annual base rent of approximately $1.7 million, which increases on a yearly basis up to approximately $2.6 million for the final 12 months of the initial Lease Term. In connection with the new lease agreement, the Company also entered into a Lease Termination Agreement to early terminate the Company’s existing lease, dated November 23, 2015, for its current premises. The current lease will terminate effective no later than 60 days after the rent commencement date under the new lease. |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data (Unaudited) | 1 6 . Selected Quarterly Financial Data (Unaudited) The following tables show a summary of the Company’s quarterly financial information for each of the four quarters of 2018 and 2017 and has been prepared in accordance with GAAP for interim financial reporting (in thousands, except per share amounts): Quarter Ended December 31, 2018 September 30, 2018 June 30, 2018 March 31, 2018 Collaboration revenue $ 1,091 $ 96 $ — $ — Loss from operations $ (18,027 ) $ (18,614 ) $ (15,504 ) $ (13,439 ) Net loss $ (17,338 ) $ (18,588 ) $ (15,473 ) $ (13,376 ) Net loss per share, basic and diluted $ 0.61 $ (7.60 ) $ (6.57 ) $ (6.03 ) Quarter Ended December 31, 2017 September 30, 2017 June 30, 2017 March 31, 2017 Collaboration revenue $ — $ — $ — $ — Loss from operations $ (17,580 ) $ (9,488 ) $ (7,851 ) $ (6,844 ) Net loss $ (17,368 ) $ (9,451 ) $ (7,790 ) $ (6,768 ) Net loss per share, basic and diluted $ (8.18 ) $ (4.59 ) $ (3.95 ) $ (3.68 ) |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and the rules and regulations of Securities and Exchange Commission (“SEC”) for reporting. |
Reverse Stock Split | Reverse Stock Split On September 20, 2018, the Company amended and restated its amended and restated certificate of incorporation to effect a 1-for-6.9 reverse split (“Reverse Split”) of shares of the Company’s common and convertible preferred stock. The par value and authorized shares of common stock and convertible preferred stock were not adjusted as a result of the Reverse Split. All of the share and per share information included in the accompanying financial statements has been adjusted to reflect the Reverse Split. |
Need for Additional Capital | Need for Additional Capital The Company has incurred operating losses and has an accumulated deficit as a result of ongoing efforts to develop drug product candidates, including conducting preclinical and clinical trials and providing general and administrative support for these operations. The Company had an accumulated deficit of $126.4 million and $61.6 million as of December 31, 2018 and 2017, respectively. The Company had net losses of $64.8 million, $41.4 million, and $18.8 million for the years ended December 31, 2018, 2017, and 2016, respectively, and net cash used in operating activities of $38.2 million and $35.0 million, and $15.3 million for years ended December 31, 2018, 2017, and 2016, respectively. To date, none of the Company’s drug candidates have been approved for sale and therefore the Company has not generated any revenue from contracts with customers. The Company has evaluated and concluded there are no conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year following the date that these financial statements are issued. Management expects operating losses to continue for the foreseeable future. As a result, the Company will need to raise additional capital. If sufficient funds on acceptable terms are not available when needed, the Company could be required to significantly reduce its operating expenses and delay, reduce the scope of, or eliminate one or more of its development programs. Failure to manage discretionary spending or raise additional financing, as needed, may adversely impact the Company’s ability to achieve its intended business objectives. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of expenses during the reporting period. On an ongoing basis, management evaluates its estimates, including those related to preclinical study trial accruals, fair value of assets and liabilities, the fair value of leased buildings and other assumptions associated with lease financing transactions, and the fair value of common stock and stock-based compensation. Management bases its estimates on historical experience and on various other market-specific and relevant assumptions that management believes to be reasonable under the circumstances. Actual results could differ from those estimates. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Accounting Standards Codification (ASC) Topic 820, Fair Value Measurement, ASC 820 identifies fair value as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a three-tier fair value hierarchy that distinguishes between the following: • Level 1 inputs are quoted prices in active markets that are accessible at the market date for identical assets or liabilities. • Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. • Level 3 inputs are unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the assets or liability. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value instrument. The carrying amounts reflected on the balance sheets for cash and cash equivalents, prepaid expenses and other current assets, accounts payable, accrued compensation and accrued liabilities approximate their fair values due to their short-term nature. |
Cash, Cash Equivalents, and Restricted Cash | Cash, Cash Equivalents and Restricted Cash Cash equivalents, which consist primarily of highly liquid investments with maturities of three months or less when purchased, are stated at cost which approximates fair value. These assets include investments in money market funds that invest in U.S. Treasury obligations and certificates of deposit which are stated at fair value. The Company has issued a letter of credit under a lease agreement which has been collateralized by a cash deposit for an equal amount and is recorded within deposits and other long-term assets on the balance sheet based on the term of the underlying lease. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the balance sheets that sum to the total of the same amounts shown in the statements of cash flows (in thousands). December 31, 2018 2017 Cash and cash equivalents $ 52,183 $ 39,007 Restricted cash 992 992 Total cash, cash equivalents and restricted cash $ 53,175 $ 39,999 |
Marketable Securities | Marketable Securities The Company invests its excess cash in investment grade short-term fixed income securities. Such investments in marketable securities are considered available for sale, and reported at fair value with unrealized gains and losses included as a component of accumulated other comprehensive income (loss). Marketable securities with original maturities of greater than 90 days from the date of purchase but less than one year from the balance sheet date are classified as short-term, while marketable securities with maturities in one year or beyond one year from the balances sheet date are classified as long term. The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity, which is included in interest income on the statements of operations and comprehensive loss. Realized gains and losses and declines in value judged to be other than temporary, if any, on available-for-sale securities are included in interest and other income (expense), net. The cost of securities sold is determined using specific identification method. The Company periodically evaluates whether declines in fair values of its marketable securities below their book value are other than temporary. This evaluation consists of several qualitative and quantitative factors regarding the severity and duration of the unrealized loss as well as the Company’s ability and intent to hold the marketable security until a forecasted recovery occurs. Additionally, the Company assesses whether it has plans to sell the security or it is more likely than not it will be required to sell any marketable securities before recovery of its amortized cost basis. Factors considered include quoted market prices, recent financial results and operating trends, implied values from any recent transactions or offers of investee securities, credit quality of debt instrument issuers, other publicly available information that may affect the value of the marketable security, duration and severity of the decline in value, and the Company’s strategy and intentions for holding the marketable security. To date the Company has not recorded any impairment charges on its marketable securities related to other-than-temporary declines in market value. |
Concentrations of Credit Risk and Other Risks and Uncertainties | Concentrations of Credit Risk and Other Risks and Uncertainties Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash, cash equivalents, and marketable securities. Cash, cash equivalents and marketable securities are invested through banks and other financial institutions in the United States. Such deposits may be in excess of federally insured limits. The Company maintains cash equivalents and marketable securities with various high-credit-quality and capitalized financial institutions. The Company has not experienced any credit losses in such accounts and does not believe it is exposed to any significant credit risk on these funds. The Company’s investment policy limits investments to certain types of securities issued by the U.S. government, its agencies, and institutions with investment-grade credit ratings and places restrictions on maturities and concentration by type and issuer. The Company is exposed to credit risk in the event of a default by the financial institutions holding its cash, cash equivalents, and marketable securities and issuers of marketable securities to the extent recorded on the balance sheets. Through December 31, 2018, the Company has no off-balance sheet concentrations of credit risk. The Company is subject to a number of risks similar to those of other preclinical-stage immunotherapy companies, including dependence on key individuals; the need to develop commercially viable therapeutics; competition from other companies, many of which are larger and better capitalized; and the need to obtain adequate additional financing to fund the development of its products. The Company currently depends on third-party suppliers for key materials and services used in its research and development manufacturing process, and is subject to certain risks related to the loss of these third-party suppliers or their inability to supply the Company with adequate materials and services. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are stated at cost, less accumulated depreciation and amortization. Maintenance and repairs that do not improve or extend the lives of the respective assets are expensed to operations as incurred. Depreciation is calculated using the straight-line method over the estimated useful lives of the respective assets, which are as follows: Asset Estimated Useful Life Computer equipment and software 3 to 5 years Furniture and fixtures 5 years Laboratory equipment 5 to 7 years Leasehold improvements Shorter of useful life or lease term Property and equipment includes a leased building which did not meet the sale-leaseback criteria and was recorded at its fair value plus the cost of improvements made during the constriction period. The leased building is being depreciated over the lease term to a residual value that will approximate the remaining lease financing obligation at the end of the lease (see Note 6). |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company evaluates long-lived assets, including property and equipment, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the asset may not be fully recoverable. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. Impairment, if any, is measured as the amount by which the carrying amount of a long-lived asset exceeds its fair value. No impairment losses have been recorded for the periods presented. |
Revenue Recognition | Revenue Recognition The Company analyzes its collaboration agreements to assess whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards dependent on the commercial success of such activities. This assessment is performed throughout the life of the arrangement based on changes in the responsibilities of all parties in the arrangement. For collaboration arrangements that are considered to be in the scope of the collaboration guidance and that contain multiple elements, the Company first determines which elements of the collaboration are deemed to be within the scope of the collaboration guidance and those that are more reflective of a vendor-customer relationship and, therefore, within the scope of the revenue with contracts with customer guidance. For elements of collaboration arrangements that are accounted for pursuant to the revenue from contracts with customer guidance, an appropriate recognition method is determined and applied consistently, generally by analogy to the revenue from contracts with customers guidance. The terms of the licensing and collaboration agreements entered into typically include payment of one or more of the following: non-refundable, up-front fees; development, regulatory, and commercial milestone payments; payments for manufacturing supply services; and royalties on net sales of licensed products. Each of these payments results in license, collaboration, and other revenues, except for revenues from royalties on net sales of licensed products, which are classified as royalty revenues. The core principle of the accounting for revenue from contracts with customers guidance is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received in exchange for those goods or services. In determining the appropriate amount of revenue to be recognized as the Company fulfills its obligations under each of its agreements, the Company performs the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations based on estimated selling prices; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. Amounts received prior to satisfying the revenue recognition criteria are recorded as deferred revenue in the Company’s balance sheets. If the related performance obligation is expected to be satisfied within the next twelve months this will be classified in current liabilities. Amounts recognized as revenue prior to receipt are recorded as contract assets in the Company’s balance sheets. If the Company expects to have an unconditional right to receive consideration in the next twelve months, this will be classified in current assets. A net contract asset or liability is presented for each contract with a customer. At contract inception, the Company assesses the goods or services promised in a contract with a customer and identifies those distinct goods and services that represent a performance obligation. A promised good or service may not be identified as a performance obligation if it is immaterial in the context of the contract with the customer, if it is not separately identifiable from other promises in the contract (either because it is not capable of being separated or because it is not separable in the context of the contract), or if the performance obligation does not provide the customer with a material right. The Company considers the terms of the contract and its customary business practices to determine the transaction price. The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. Variable consideration will only be included in the transaction price when it is not considered constrained, which is when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. If it is determined that multiple performance obligations exist, the transaction price is allocated at the inception of the agreement to all identified performance obligations based on the relative standalone selling prices. The relative selling price for each deliverable is estimated using objective evidence if it is available. If objective evidence is not available, the Company uses its best estimate of the selling price for the deliverable. Revenue is recognized when, or as, the Company satisfies a performance obligation by transferring a promised good or service to a customer. An asset is transferred when, or as, the customer obtains control of that asset, which for a service, is considered to be as the services are received and used. The Company recognizes revenue over time by measuring the progress toward complete satisfaction of the relevant performance obligation using an appropriate input or output method based on the nature of the good or service promised to the customer. After contract inception, the transaction price is reassessed at every period end and updated for changes such as resolution of uncertain events. Any change in the transaction price is allocated to the performance obligations on the same basis as at contract inception. |
Share-Based Compensation | Stock-Based Compensation The Company measures and recognizes compensation expense for all stock-based awards made to employees and directors based on the grant date estimated fair value of each award. Such expense is recognized on a straight-line basis over the requisite service period which is generally the vesting period for the entire award. Expense is adjusted for estimated forfeitures. Forfeitures of awards are estimated based on historical forfeiture experience and the experience of other companies in the same industry. The estimate of forfeitures will be adjusted over the service period to the extent that actual forfeitures differ, or are expected to differ, from prior estimates. The valuation model used for calculating the fair value of awards for stock compensation expense is the Black-Scholes option-pricing model (the Black-Scholes model). The Black-Scholes model requires management to make assumptions and judgments about the variables used in the calculation, including the expected term (weighted-average period of time that the options granted are expected to be outstanding), the expected volatility of common stock, an assumed risk-free interest rate, and expected dividends the Company may pay. Management uses the simplified calculation of the expected term. Volatility is based on an average of the historical volatilities of the common stock of entities with characteristics similar to the Company’s. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option. The Company uses an assumed dividend yield of zero as the Company has never paid dividends and has no current plans to pay any dividends on its common stock. Management recognizes stock-based compensation expense for stock options granted to non-employees based on the estimated fair value of the award on the measurement dates using the Black-Scholes model. The estimated fair value of options granted to non-employees is re-measured at each reporting period using the Black-Scholes model until the awards vest and the resulting change in value, if any, is recognized in the statement of operations and comprehensive loss. |
Research and Development Expenses | Research and Development Expenses All research and development costs, including work performed by third parties, are expensed as incurred. Research and development costs consist of salaries and other personnel-related expenses, including associated stock-based compensation, consulting fees, laboratory supplies, and facility costs, as well as external research and development expenses incurred under arrangements with third parties and fees paid to other entities that conduct certain research and development activities on behalf of the Company. Costs to develop the Company’s technologies are recorded as research and development expense unless certain costs which meet the criteria to be capitalized as internal-use software costs is met. Payments made prior to the receipt of goods or services to be used in research and development are capitalized until the goods are received or services are rendered. Such payments are evaluated for current or long-term classification based on when they will be realized. The Company has and may continue to enter into license agreements to access and utilize certain technology. In each case, the Company evaluates of the license agreement results in the acquisition of an asset or a business. To date, none of the Company’s license agreements have been considered to be acquisitions of businesses. For asset acquisitions, the upfront payments to acquire such licenses, as well as any future milestone payments, are immediately recognized as research and development expense when paid, provided that there is no alternative future use of the rights in other research and development projects. These license agreements may also include contingent consideration in the form of cash payments to be made for future milestone events. The Company assess whether such contingent consideration meets the definition of a derivative and to date the Company has determined that such contingent consideration are not derivatives. Pre-clinical costs are a component of research and development expense. The Company accrues and expenses pre-clinical trial activities performed by third parties based upon actual work completed in accordance with agreements established with its service providers. The Company determines the actual costs through discussions with internal personnel and external service providers as to the progress or stage of completion of services and the agreed-upon fee to be paid for such services. |
Leases and Deferred Rent and Lease Financing Obligation | Leases and Deferred Rent and Lease Financing Obligation The Company rents its office space and facilities under non-cancelable operating lease agreements and recognize related rent expense on a straight-line basis over the term of the lease. The Company’s lease agreements contain rent holidays, scheduled rent increases, and renewal options. Rent holidays and scheduled rent increases are included in the determination of rent expense to be recorded ratably over the lease term. The Company does not assume renewals in its determination of the lease term unless they are deemed to be reasonably assured at the inception of the lease. The Company begins recognizing rent expense on the date that it obtains the legal right to use and control the leased space. Deferred rent consists of the difference between cash payments and the recognition of rent expense on a straight-line basis for the buildings the Company occupies. Funding of leasehold improvements by the Company’s landlord is accounted for as a tenant improvement allowance and recorded as current and non-current deferred rent liabilities and amortized on a straight-line basis as a reduction of rent expense over the term of the lease. In certain arrangements, the Company is involved in the construction of improvements to buildings it is leasing. To the extent the Company is involved with the structural improvements of the construction project or takes construction risk, the Company is considered to be the owner of the building and related improvements for accounting purposes during the construction period. The Company records the fair value of the building and related improvements subject to the lease within property and equipment on the balance sheet. The Company also records a corresponding lease financing obligation on its balance sheet representing the amounts financed by the lessor for the building and lessor financed improvements. Lessor financed improvement incentives due but not yet received of $1.2 million at December 31, 2017 were recorded as prepaid expense and other current assets on the balance sheet. Such amounts were fully collected in April 2018. Once a construction project is complete, the Company considers the requirements for sale-leaseback accounting treatment. If the Company concludes the arrangement does not qualify for sale-leaseback accounting treatment, the building and related improvements remain on the Company’s balance sheet and are subject to depreciation and assessment of impairment. For such arrangements, at both pre and post the construction period, the Company bifurcates its lease payments into a portion allocated to the building and a portion allocated to the parcel of land on which the building has been built. The portion of the lease payments allocated to the land is treated for accounting purposes as operating lease payments, and therefore is recorded as rent expense in the statements of operations and comprehensive loss. The portion of the lease payments allocated to the building is further bifurcated into a portion allocated to interest expense and a portion allocated to reduce the lease financing obligation. The interest rate used for the lease financing obligation represents the Company’s estimated incremental borrowing rate at the inception of the lease, adjusted to reduce any built in loss. |
Income Taxes | Income Taxes Management accounts for income taxes under the liability method. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates that will be in effect when the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. The Company recognizes and measures uncertain tax positions using a two—step approach set forth in authoritative guidance. The first step is to evaluate the tax position taken or expected to be taken by determining whether the weight of available evidence indicates that it is more likely than not that the tax position will be sustained in an audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. Significant judgment is required to evaluate uncertain tax positions. The Company evaluates uncertain tax positions on a regular basis. The evaluations are based on a number of factors, including changes in facts and circumstances, changes in tax law, correspondence with tax authorities during the course of the audit, and effective settlement of audit issues. The provision for income taxes includes the effects of any accruals that the Company believes are appropriate. It is the Company’s policy to recognize interest and penalties related to income tax matters in income tax expense. Through December 31, 2018, the Company had not accrued interest or penalties related to uncertain tax positions. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss includes net loss and certain changes in stockholders’ equity that are excluded from net loss, primarily unrealized losses on the Company’s marketable securities. |
Net Loss per Share | Net Loss Per Share Basic net loss per share is calculated by dividing the net loss be the weighted-average number of shares of common stock outstanding during the period, without consideration for common stock equivalents. Diluted net loss per share is the same as basic net loss per share, since the effects of potentially dilutive securities are antidilutive given the net loss for each period presented. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2016-02, Leases (Topic 842) (“ASU No. 2016-02”). ASU No. 2016-02 amends a number of aspects of lease accounting, including requiring lessees to recognize almost all leases with a term greater than one year as a right-of-use asset and corresponding liability, measured at the present value of the lease payments. Subsequent measurement, including the presentation of expenses and cash flows, will depend on the classification of the lease as either a finance or an operating lease. Initial costs directly attributable to negotiating and arranging the lease will be included in the asset. For public entities, this standard is effective for annual reporting periods beginning after December 31, 2018, including interim periods within that reporting period. Originally, entities were required to adopt ASU No. 2016-02 using a modified retrospective approach, which required prior periods to be presented under this new standard with various practical expedients allowed. In July 2018, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2018-11, Leases (Topic 842): Targeted Improvements, which now allow entities the option of recognizing the cumulative effect of applying the new standard as an adjustment to the opening balance of retained earnings in the year of adoption (January 1, 2019) while continuing to present all prior periods under previous lease accounting guidance. The Company will adopt this standard on January 1, 2019 using the modified retrospective approach with a cumulative effect adjustment to accumulated deficit at the beginning of the period of adoption. The Company will also adopt certain practical expedients provided by ASU 2018-11. The adoption of Topic 842 will have a material impact on the Company’s financial statements and related notes due to the recognition of right of use (“ROU”) assets and lease liabilities on the Company’s balance sheets, but it will not have a material impact on the Company’s operations. Adoption of the standard will result in the recognition of additional ROU assets and lease liabilities of $14.2 million and $11.2 million, respectively, and the derecognition of the deferred rent balance of $1.8 million as of January 1, 2019. The Company will also record an insignificant reduction to opening accumulated deficit as of January 1, 2019 and will derecognize the $14.5 million building and related accumulated depreciation and $10.5 million financing lease obligation, due to the cumulative impact of adopting this standard, with the impact relating to a change in the classification of our Pleasanton Lease from a financing lease transaction to an operating lease. For a description of the Pleasanton Lease, see Note 6. In June 2018, the FASB issued ASU No. 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. In November 2018, the FASB issued ASU No. 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606 In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments In August 2018, the FASB issued ASU No. 2018-15, Intangibles (Topic 350): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. This new standard also requires customers to expense the capitalized implementation costs of a hosting arrangement that is a service contract over the term of the hosting arrangement. This standard is effective for the Company for annual reporting periods beginning after December 15, 2019, and interim periods within that year. This new standard can be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The Company is currently evaluating the impact of adoption on its financial statements. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business In May 2017, the FASB issued ASU No. 2017-09, Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting In August 2018, the SEC adopted amendments to certain disclosure requirements in Securities Act Release No. 33-10532, Disclosure Update and Simplification |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Cash, Cash Equivalents, and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the balance sheets that sum to the total of the same amounts shown in the statements of cash flows (in thousands). December 31, 2018 2017 Cash and cash equivalents $ 52,183 $ 39,007 Restricted cash 992 992 Total cash, cash equivalents and restricted cash $ 53,175 $ 39,999 |
Schedule of Straight Line Method Over Estimated Useful Lives of Respective Assets | Depreciation is calculated using the straight-line method over the estimated useful lives of the respective assets, which are as follows: Asset Estimated Useful Life Computer equipment and software 3 to 5 years Furniture and fixtures 5 years Laboratory equipment 5 to 7 years Leasehold improvements Shorter of useful life or lease term Property and equipment and related accumulated depreciation and amortization are as follows (in thousands): December 31, 2018 2017 Computer equipment and software $ 470 $ 353 Furniture and fixtures 935 785 Laboratory equipment 16,406 10,515 Leasehold improvements 3,063 2,977 Buildings and related improvements capitalized under a lease financing transaction 15,371 15,371 36,245 30,001 Less accumulated depreciation and amortization (6,751 ) (2,790 ) Total property and equipment, net $ 29,494 $ 27,211 |
Cash Equivalents and Marketab_2
Cash Equivalents and Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Cash And Cash Equivalents [Abstract] | |
Cash Equivalents and Marketable Securities | The amortized cost, unrealized gains and losses and fair values of cash equivalents and marketable securities were as follows (in thousands): December 31, 2018 Description Amortized Cost Unrealized Gains Unrealized Losses Fair Value Money market funds $ 36,148 $ — $ — $ 36,148 Commercial paper 45,244 — (40 ) 45,204 Corporate debt securities 67,815 1 (46 ) 67,770 $ 149,207 $ 1 $ (86 ) $ 149,122 Classified as: Cash equivalents $ 48,195 Marketable securities 100,927 Total $ 149,122 December 31, 2017 Description Amortized Cost Unrealized Gains Unrealized Losses Fair Value Money market funds $ 27,711 $ — $ — $ 27,711 Commercial paper 32,257 — (48 ) 32,209 Corporate debt securities 19,930 — (26 ) 19,904 $ 79,898 $ — $ (74 ) $ 79,824 Classified as: Cash equivalents $ 32,878 Marketable securities 46,946 Total $ 79,824 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Assets and Liabilities Measured at Fair Value | The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used in such measurements were as follows (in thousands): December 31, 2018 Description Total Level 1 Level 2 Level 3 Money market funds $ 36,148 $ 36,148 $ — $ — Commercial paper 45,204 — 45,204 — Corporate debt securities 67,770 — 67,770 — Total $ 149,122 $ 36,148 $ 112,974 $ — December 31, 2017 Description Total Level 1 Level 2 Level 3 Money market funds $ 27,711 $ 27,711 $ — $ — Commercial paper 32,209 — 32,209 — Corporate debt securities 19,904 — 19,904 — Total $ 79,824 $ 27,711 $ 52,113 $ — |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property Plant And Equipment [Abstract] | |
Schedule of Straight Line Method Over Estimated Useful Lives of Respective Assets | Depreciation is calculated using the straight-line method over the estimated useful lives of the respective assets, which are as follows: Asset Estimated Useful Life Computer equipment and software 3 to 5 years Furniture and fixtures 5 years Laboratory equipment 5 to 7 years Leasehold improvements Shorter of useful life or lease term Property and equipment and related accumulated depreciation and amortization are as follows (in thousands): December 31, 2018 2017 Computer equipment and software $ 470 $ 353 Furniture and fixtures 935 785 Laboratory equipment 16,406 10,515 Leasehold improvements 3,063 2,977 Buildings and related improvements capitalized under a lease financing transaction 15,371 15,371 36,245 30,001 Less accumulated depreciation and amortization (6,751 ) (2,790 ) Total property and equipment, net $ 29,494 $ 27,211 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Minimum Annual Payments under Non-Cancelable Lease Agreements and Lease Financing Obligation | As of December 31, 2018, minimum annual payments under the Company’s non-cancelable lease agreements and lease financing obligation are as follows (in thousands): Lease Financing Obligation Operating Lease Year ending December 31: 2019 $ 794 $ 2,329 2020 818 2,674 2021 843 1,803 2022 868 1,119 2023 894 281 Thereafter 842 114 Total minimum payments 5,059 $ 8,320 Less: Amount representing interest expense (4,435 ) 624 Residual value of lease financing obligation 9,896 10,520 Less: Lease financing obligation, short-term (30 ) Lease financing obligation, long-term $ 10,490 |
Collaboration and License Agr_2
Collaboration and License Agreements (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Schedule of Changes in Deferred Revenue Balance | Changes in the deferred revenue balance during the year ended December 31, 2018 are as follows (in thousands): Deferred Revenue Balance at January 1, 2018 $ — Additions 20,000 Deductions (1,187 ) Balance at December 31, 2018 $ 18,813 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Schedule Of Prepaid Expenses And Other Current Assets | Prepaid expenses and other current assets consist of the following (in thousands): December 31, 2018 2017 Receivable from landlord $ — $ 1,226 Prepaid rent 860 93 Prepaid insurance 966 — Interest and other receivables 462 484 Prepaid research and development-related expenses 1,789 628 Other 449 95 Total prepaid expenses and other current assets $ 4,526 $ 2,526 |
Schedule of Deposits and Other Long-Term Assets | Deposits and other long-term assets consist of the following (in thousands): December 31, 2018 2017 Lease security deposit $ 632 $ 368 Prepaid research and development-related expenses 554 — Restricted cash 992 992 Other 250 250 Total deposits and other long-term assets $ 2,428 $ 1,610 |
Schedule of Accrued Current Liabilities | Accrued current liabilities consist of the following (in thousands): December 31, 2018 2017 Deferred rent $ 445 $ 381 Research and development-related expenses 252 683 Other 295 426 Total accrued current liabilities $ 992 $ 1,490 |
Convertible Preferred Stock a_2
Convertible Preferred Stock and Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Schedule of Convertible Preferred Stock | At December 31, 2017, convertible preferred stock consisted of the following (in thousands, except share and per share amounts): Shares Authorized Shares Issued and Outstanding Issuance Price Per Share Carrying Value Liquidation Preference Series B 64,102,551 8,919,302 $ 10.76 $ 95,798 $ 96,008 Series A—First Tranche 61,260,000 3,699,259 $ 6.90 25,425 25,525 Series A—Second Tranche — 5,178,968 $ 6.90 35,714 35,735 Total convertible preferred stock 125,362,551 17,797,529 $ 156,937 $ 157,268 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Fair Value of Stock Options Granted Estimated using Weighted Average Assumptions | The fair value of each stock option granted to an employee or a director was estimated as of the date of grant using the Black-Scholes model with the following weighted-average assumptions: Year Ended December 31, 2018 2017 2016 Expected dividend yield — — — Expected term 6.04 years 6.04 years 6.05 years Risk-free interest rate 2.80 % 1.97 % 1.43 % Expected volatility 88 % 94 % 103 % |
Schedule of Stock Options Activity | A summary of the 2015 Plan and 2018 Plan activity is as follows: Options Outstanding Number of Shares Available for Issuance Number of Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Balance at December 31, 2016 1,148,227 509,189 $ 0.41 9.63 $ 178 Authorized 362,318 — $ — Granted (900,257 ) 900,257 $ 1.13 Exercised (41,665 ) $ 0.35 Cancelled 15,941 (15,941 ) $ 0.46 Balance at December 31, 2017 626,229 1,351,840 $ 0.89 9.13 $ 3,087 Authorized 3,197,246 Granted (1,344,973 ) 1,344,973 $ 8.92 Exercised (80,463 ) $ 0.58 Cancelled 186,491 (186,491 ) $ 1.31 Repurchased 30,117 $ 0.35 Balance at December 31, 2018 2,695,110 2,429,859 $ 5.31 8.86 $ 25,646 Vested and exercisable – December 31, 2018 582,436 $ 1.24 8.12 $ 8,274 Vested and expected to vest – December 31, 2018 2,521,869 $ 4.75 8.69 $ 27,896 |
Schedule of Stock Based Compensation Expense | Total stock-based compensation for all options granted to employees and consultants, before taxes is as follows (in thousands): Year Ended December 31, 2018 2017 2016 Research and development expenses $ 2,081 $ 888 $ 385 General and administrative expenses 914 238 212 Total $ 2,995 $ 1,126 $ 597 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Reconciliation of Statutory Federal Income Tax Rate to Company's Effective Tax Rate | The reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows: Year Ended December 31, 2018 2017 2016 Statutory federal income tax rate 21.0 % 34.0 % 34.0 % State tax, net of federal benefit 4.3 2.2 3.3 Permanent differences (1.0 ) (2.3 ) (0.8 ) Effective change in enacted tax rate — (17.3 ) — Research and development tax credits 4.4 4.1 0.8 Other (0.2 ) — — Change in valuation allowance (28.5 ) (20.7 ) (37.3 ) Effective income tax rate — % — % — % |
Schedule of Components of Net Deferred Tax Assets/Liabilities | The components of the net deferred tax assets/liabilities are as follows (in thousands): December 31, 2018 2017 Deferred tax assets: Net operating loss carryforwards $ 27,311 $ 12,251 Research and development tax credits 4,503 1,990 Lease financing obligation 2,658 2,490 Accruals and other 1,387 1,124 Amortization 1,726 1,222 Deferred tax liabilities: Other depreciation (655 ) (536 ) Leased building depreciation (2,446 ) (2,475 ) Total net deferred tax assets 34,484 16,066 Less valuation allowance (34,484 ) (16,066 ) Deferred tax assets, net of allowance $ — $ — |
Schedule of Activity Related Unrecognized Tax Benefits | The following table summarizes the activity related to the Company’s unrecognized tax benefits (in thousands): December 31, 2018 2017 2016 Beginning of year—unrecognized tax benefits $ 1,089 $ 230 $ 7 Decrease for tax positions taken during prior periods (453 ) (47 ) — Increases for tax positions taken during current period 1,441 906 223 End of year—unrecognized tax benefits $ 2,077 $ 1,089 $ 230 |
Net Loss Per Common Share (Tabl
Net Loss Per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Loss Per Share | The following table sets forth the computation of the basic and diluted net loss per share (in thousands, except for share and per share amounts): Year Ended December 31, 2018 2017 2016 Numerator: Net loss $ (64,775 ) $ (41,377 ) $ (18,750 ) Denominator: Weighted-average common shares outstanding, basic and diluted 8,919,281 1,999,044 1,672,545 Net loss per share, basic and diluted $ (7.26 ) $ (20.70 ) $ (11.21 ) |
Computation of Potentially Anti-Dilutive Securities | Since the Company was in a loss position for all periods presented, basic net loss per share is the same as diluted net loss per share for all periods as the inclusion of all potential common shares outstanding would have been anti-dilutive. Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows: December 31, 2018 2017 2016 Convertible preferred stock — 17,797,529 8,878,227 Options issued and outstanding 2,429,859 1,351,840 509,189 Early exercised common stock subject to future vesting 226,967 539,289 838,359 Warrants to purchase common stock — 40,257 40,257 Total 2,656,826 19,728,915 10,266,032 |
Selected Quarterly Financial _2
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of Company’s Quarterly Financial Information | The following tables show a summary of the Company’s quarterly financial information for each of the four quarters of 2018 and 2017 and has been prepared in accordance with GAAP for interim financial reporting (in thousands, except per share amounts): Quarter Ended December 31, 2018 September 30, 2018 June 30, 2018 March 31, 2018 Collaboration revenue $ 1,091 $ 96 $ — $ — Loss from operations $ (18,027 ) $ (18,614 ) $ (15,504 ) $ (13,439 ) Net loss $ (17,338 ) $ (18,588 ) $ (15,473 ) $ (13,376 ) Net loss per share, basic and diluted $ 0.61 $ (7.60 ) $ (6.57 ) $ (6.03 ) Quarter Ended December 31, 2017 September 30, 2017 June 30, 2017 March 31, 2017 Collaboration revenue $ — $ — $ — $ — Loss from operations $ (17,580 ) $ (9,488 ) $ (7,851 ) $ (6,844 ) Net loss $ (17,368 ) $ (9,451 ) $ (7,790 ) $ (6,768 ) Net loss per share, basic and diluted $ (8.18 ) $ (4.59 ) $ (3.95 ) $ (3.68 ) |
Organization - Additional Infor
Organization - Additional Information (Detail) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Oct. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2018USD ($)Segment$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($) | Oct. 02, 2018$ / sharesshares | |
Organization And Nature Of Operations [Line Items] | |||||
Number of operating segments | Segment | 1 | ||||
Net proceeds from issuance of stock | $ | $ 92,586 | $ 14 | $ 232 | ||
Common stock, shares authorized | 300,000,000 | 160,000,000 | |||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||
Preferred stock, shares authorized | 10,000,000 | 125,362,551 | |||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||
IPO [Member] | |||||
Organization And Nature Of Operations [Line Items] | |||||
Number of common shares sold | 6,854,202 | ||||
Stock issued, price per share | $ / shares | $ 15 | $ 15 | |||
Net proceeds from issuance of stock | $ | $ 92,600 | ||||
Conversion of preferred stock shares into common stock shares | 19,409,132 | ||||
Reclassified common stock and additional paid in capital | $ | $ 177,900 | ||||
Over-Allotment Option [Member] | |||||
Organization And Nature Of Operations [Line Items] | |||||
Number of common shares sold | 187,535 | ||||
Amended and Restated Certificate of Incorporation [Member] | |||||
Organization And Nature Of Operations [Line Items] | |||||
Common stock, shares authorized | 300,000,000 | ||||
Common stock, par value | $ / shares | $ 0.0001 | ||||
Preferred stock, shares authorized | 10,000,000 | ||||
Preferred stock, par value | $ / shares | $ 0.0001 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) $ in Thousands | Sep. 20, 2018 | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Jan. 01, 2019USD ($) |
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Reverse stock split | 0.1449 | ||||||||||||
Accumulated deficit | $ 126,402 | $ 61,627 | $ 126,402 | $ 61,627 | |||||||||
Net loss | $ 17,338 | $ 18,588 | $ 15,473 | $ 13,376 | 17,368 | $ 9,451 | $ 7,790 | $ 6,768 | 64,775 | 41,377 | $ 18,750 | ||
Net cash used in operating activities | 38,162 | 34,971 | 15,292 | ||||||||||
Impairment losses | $ 0 | 0 | $ 0 | ||||||||||
Lessor financed improvement incentives due but not yet received | $ 1,200 | $ 1,200 | |||||||||||
Percentage of realized upon ultimate settlement | 50.00% | ||||||||||||
Accounting Standards Update 2016-02 [Member] | Subsequent Event [Member] | |||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Lease, right-of-use asset | $ 14,200 | ||||||||||||
Lease liability | 11,200 | ||||||||||||
Derecognition of deferred rent | 1,800 | ||||||||||||
Derecognition of building and related accumulated depreciation | 14,500 | ||||||||||||
Derecognition of financing lease obligation | $ 10,500 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Cash And Cash Equivalents [Abstract] | ||
Cash and cash equivalents | $ 52,183 | $ 39,007 |
Restricted cash | 992 | 992 |
Total cash, cash equivalents and restricted cash | $ 53,175 | $ 39,999 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Straight Line Method Over Estimated Useful Lives of Respective Assets (Detail) | 12 Months Ended |
Dec. 31, 2018 | |
Furniture and Fixtures [Member] | |
Property Plant And Equipment [Line Items] | |
Property, and equipment, estimated useful life | 5 years |
Leasehold Improvements [Member] | |
Property Plant And Equipment [Line Items] | |
Property, and equipment, estimated useful lives | Shorter of useful life or lease term |
Minimum [Member] | Computer Equipment and Software [Member] | |
Property Plant And Equipment [Line Items] | |
Property, and equipment, estimated useful life | 3 years |
Minimum [Member] | Laboratory Equipment [Member] | |
Property Plant And Equipment [Line Items] | |
Property, and equipment, estimated useful life | 5 years |
Maximum [Member] | Computer Equipment and Software [Member] | |
Property Plant And Equipment [Line Items] | |
Property, and equipment, estimated useful life | 5 years |
Maximum [Member] | Laboratory Equipment [Member] | |
Property Plant And Equipment [Line Items] | |
Property, and equipment, estimated useful life | 7 years |
Cash Equivalents and Marketab_3
Cash Equivalents and Marketable Securities - Schedule of Amortized Cost, Unrealized Gains and Losses and Fair Value of Cash Equivalent and Marketable Securities (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Cash, cash equivalents and marketable securities [Line Items] | ||
Amortized Cost | $ 149,207 | $ 79,898 |
Unrealized Gains | 1 | 0 |
Unrealized Losses | (86) | (74) |
Fair Value | 149,122 | 79,824 |
Cash equivalents | 48,195 | 32,878 |
Marketable securities | 100,927 | 46,946 |
Money Market Funds [Member] | ||
Cash, cash equivalents and marketable securities [Line Items] | ||
Amortized Cost | 36,148 | 27,711 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Fair Value | 36,148 | 27,711 |
Commercial Paper [Member] | ||
Cash, cash equivalents and marketable securities [Line Items] | ||
Amortized Cost | 45,244 | 32,257 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | (40) | (48) |
Fair Value | 45,204 | 32,209 |
Corporate Debt Securities [Member] | ||
Cash, cash equivalents and marketable securities [Line Items] | ||
Amortized Cost | 67,815 | 19,930 |
Unrealized Gains | 1 | 0 |
Unrealized Losses | (46) | (26) |
Fair Value | $ 67,770 | $ 19,904 |
Cash Equivalents and Marketab_4
Cash Equivalents and Marketable Securities - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash, cash equivalents and marketable securities [Line Items] | |||
Cash and cash equivalents and marketable securities | $ 153,100,000 | $ 85,900,000 | |
Cash and cash equivalents | 52,183,000 | 39,007,000 | |
Marketable securities | 100,927,000 | 46,946,000 | |
Realized gains or losses on marketable securities | 0 | ||
Marketable securities unrealized loss | 0 | ||
Marketable securities recognition of other-than-temporary impairment | $ 0 | $ 0 | $ 0 |
Maximum [Member] | |||
Cash, cash equivalents and marketable securities [Line Items] | |||
Marketable securities contractual maturities period | 1 year |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and Liabilities Subject To Fair Value Measurements on a Recurring Basis (Detail) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | $ 149,122 | $ 79,824 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 36,148 | 27,711 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 112,974 | 52,113 |
Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 36,148 | 27,711 |
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 36,148 | 27,711 |
Commercial Paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 45,204 | 32,209 |
Commercial Paper [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 45,204 | 32,209 |
Corporate Debt Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 67,770 | 19,904 |
Corporate Debt Securities [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | $ 67,770 | $ 19,904 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Fair Value Disclosures [Abstract] | ||
Fair Value, Assets, Level 1 to Level 2 Transfers | $ 0 | $ 0 |
Fair Value, Liabilities, Level 1 to Level 2 Transfers | 0 | 0 |
Fair Value, Assets, Level 2 to Level 1 Transfers | 0 | 0 |
Fair Value, Liabilities, Level 2 to Level 1 Transfers | $ 0 | $ 0 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment and Related Accumulated Depreciation and Amortization (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 36,245 | $ 30,001 |
Less accumulated depreciation and amortization | (6,751) | (2,790) |
Total property and equipment, net | 29,494 | 27,211 |
Computer Equipment and Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 470 | 353 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 935 | 785 |
Laboratory Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 16,406 | 10,515 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 3,063 | 2,977 |
Buildings and improvements capitalized under a lease financing transaction [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 15,371 | $ 15,371 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property Plant And Equipment [Abstract] | |||
Depreciation and amortization expense | $ 3,961 | $ 1,970 | $ 823 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | 1 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2018 | Sep. 30, 2017USD ($) | Mar. 31, 2017USD ($)ft² | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Feb. 28, 2016USD ($) | Nov. 30, 2015 | |
Commitments and Contingencies Disclosure [Line Items] | ||||||||
Operating lease cash security deposit | $ 632,000 | $ 368,000 | ||||||
Leased building improvements incurred but not yet received from landlord | 1,200,000 | |||||||
Prepaid rent | 860,000 | 93,000 | ||||||
Rent expense | 1,800,000 | 1,200,000 | $ 2,400,000 | |||||
Research and Development Expense | 54,965,000 | 35,691,000 | $ 13,916,000 | |||||
Contract Research and Development Agreement [Member] | Contract Research Organization [Member] | ||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||
Upfront payment | $ 500,000 | |||||||
Term of agreement | 1 year | |||||||
Maximum payment to CRO upon the completion of certain phases of research services | $ 900,000 | |||||||
Maximum milestone payments | $ 36,400,000 | |||||||
Research and Development Expense | 1,100,000 | 100,000 | ||||||
Emeryville California [Member] | ||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||
Operating leasing term | 84 months | |||||||
Operating leasing renewal option to extend lease | 3 years | |||||||
Operating lease for additional temporary space | 12 months | |||||||
Temporary space lease termination notice period | 30 days | |||||||
Cambridge Massachusetts [Member] | ||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||
Operating leasing term | 67 months | |||||||
Operating leasing renewal option to extend lease | 3 years | |||||||
Operating lease cash security deposit | $ 300,000 | |||||||
Tenant improvement allowance | $ 2,100,000 | |||||||
Pleasanton [Member] | ||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||
Tenant improvement allowance | 1,200,000 | |||||||
Net rentable area | ft² | 42,620 | |||||||
Lease expiration date | Nov. 30, 2024 | |||||||
Finance lease renewal option to extend lease | 5 years | |||||||
Letters of credit outstanding, amount | $ 1,000,000 | |||||||
Withdrawal from irrevocable letters of credit | 0 | |||||||
Property plant and equipment additions | 9,300,000 | |||||||
Building improvements | 6,100,000 | |||||||
Leased building improvements incurred but not yet received from landlord | 1,200,000 | |||||||
Total interest expense for the cost of the lease financing obligation | 800,000 | $ 0 | ||||||
Cambridge [Member] | ||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||
Operating leasing term | 24 months | |||||||
Operating lease cash security deposit | 300,000 | |||||||
Base rent paid for the year | 1,300,000 | |||||||
Prepaid rent | $ 900,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Minimum Annual Payments under Non-Cancelable Lease Agreements and Lease Financing Obligation (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Lease Financing Obligation | ||
2019 | $ 794 | |
2020 | 818 | |
2021 | 843 | |
2022 | 868 | |
2023 | 894 | |
Thereafter | 842 | |
Total minimum payments | 5,059 | |
Less: Amount representing interest expense | (4,435) | |
Total lease payment | 624 | |
Residual value of lease financing obligation | 9,896 | |
Capital lease | 10,520 | |
Less: Lease financing obligation, short-term | (30) | |
Lease financing obligation, long-term | 10,490 | $ 10,521 |
Operating Leases | ||
2019 | 2,329 | |
2020 | 2,674 | |
2021 | 1,803 | |
2022 | 1,119 | |
2023 | 281 | |
Thereafter | 114 | |
Total minimum payments | $ 8,320 |
Collaboration and License Agr_3
Collaboration and License Agreements - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Oct. 31, 2018 | Aug. 31, 2018 | Jul. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||
Preferred stock shares issued | 0 | 17,797,529 | |||||
Additional preferred stock purchase | $ 20,935,000 | $ 95,798,000 | $ 35,714,000 | ||||
Collaboration and license revenue | (1,187,000) | ||||||
Deferred revenue | $ 18,813,000 | 0 | |||||
Series C [Member] | |||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||
Number of common shares sold | 768,115 | 153,360 | 690,128 | ||||
Bluebird Bio Inc [Member] | |||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||
Collaboration agreement early termination notice period | 120 days | ||||||
Early termination reduction of future milestone and royalty payments, description | Additionally, all of bluebird’s payment obligations that have not yet accrued related to future milestone and royalty payments will be reduced by fifty percent for the remainder of the agreement term. | ||||||
Bluebird Bio Inc [Member] | Collaboration Agreement [Member] | |||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||
Proceeds from non refundable upfront payment | $ 20,000,000 | ||||||
Series C preferred stock equity investment received as consideration | $ 10,000,000 | ||||||
Offering price per share | $ 15 | ||||||
Additional preferred stock purchase | $ 10,000,000 | ||||||
Number of common shares sold | 666,667 | ||||||
Development, regulatory, and commercial milestones | $ 1,200,000,000 | ||||||
Revenue recognition contract start month year | 2018-08 | ||||||
Revenue recognition contract end month year | 2023-08 | ||||||
Collaboration and license revenue | $ 1,200,000 | ||||||
Deferred revenue | 18,800,000 | ||||||
Receivables | 0 | ||||||
Contract assets | 0 | ||||||
Bluebird Bio Inc [Member] | Series C [Member] | Collaboration Agreement [Member] | |||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||
Preferred stock shares issued | 768,115 | ||||||
Offering price per share | $ 13.04 | ||||||
Arbutus Biopharma Corporation and Protiva Biotherapeutics Inc [Member] | Collaboration Agreement [Member] | |||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||
Upfront payment | 5,000,000 | ||||||
Reimbursed Expense | $ 200,000 | ||||||
Maximum milestone consideration payable | 123,500,000 | ||||||
Development milestone payment | 2,500,000 | ||||||
Reimbursements expense materials and personnel costs | $ 400,000 | ||||||
Non Profit Hospital Cancer Center [Member] | Collaboration Agreement [Member] | |||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||
Common stock issued under warrant | 40,257 | ||||||
Common stock issued under warrant exercise price | $ 0.35 |
Collaboration and License Agr_4
Collaboration and License Agreements - Schedule of Changes in Deferred Revenue Balance (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Revenue From Contract With Customer [Abstract] | |
Balance at January 1, 2018 | $ 0 |
Additions | 20,000 |
Deductions | (1,187) |
Balance at December 31, 2018 | $ 18,813 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Prepaid Expense And Other Assets Current [Abstract] | ||
Receivable from landlord | $ 1,226 | |
Prepaid rent | $ 860 | 93 |
Prepaid insurance | 966 | |
Interest and other receivables | 462 | 484 |
Prepaid research and development-related expenses | 1,789 | 628 |
Other | 449 | 95 |
Total prepaid expenses and other current assets | $ 4,526 | $ 2,526 |
Balance Sheet Components - Sc_2
Balance Sheet Components - Schedule of Deposits and Other Long-Term Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Other Assets Unclassified [Abstract] | ||
Lease security deposit | $ 632 | $ 368 |
Prepaid research and development-related expenses | 554 | |
Restricted cash | 992 | 992 |
Other | 250 | 250 |
Total deposits and other long-term assets | $ 2,428 | $ 1,610 |
Balance Sheet Components - Sc_3
Balance Sheet Components - Schedule of Accrued Current Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Payables And Accruals [Abstract] | ||
Deferred rent | $ 445 | $ 381 |
Research and development-related expenses | 252 | 683 |
Other | 295 | 426 |
Total accrued current liabilities | $ 992 | $ 1,490 |
Convertible Preferred Stock a_3
Convertible Preferred Stock and Common Stock - Additional Information (Detail) | Oct. 20, 2017USD ($)$ / sharesshares | Oct. 31, 2018$ / sharesshares | Aug. 31, 2018USD ($)$ / sharesshares | Jul. 31, 2018USD ($)$ / sharesshares | Jun. 30, 2018USD ($)$ / sharesshares | Sep. 30, 2017USD ($)$ / sharesshares | Apr. 30, 2016USD ($)$ / sharesshares | Sep. 30, 2015USD ($)$ / sharesshares | Dec. 31, 2018USD ($)Director$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / shares |
Class of Stock [Line Items] | |||||||||||
Preferred stock, shares authorized | shares | 10,000,000 | 125,362,551 | |||||||||
Preferred stock, shares outstanding | shares | 0 | 17,797,529 | |||||||||
Preferred stock redemption terms | A redemption event will only occur upon the liquidation or winding up of the Company, a greater than 50% change in control, or the sale of substantially all of the assets of the Company. | ||||||||||
Cumulative dividends rate | 8.00% | ||||||||||
Dividend declared or accrued | $ | $ 0 | ||||||||||
Common stock, shares authorized | shares | 300,000,000 | 160,000,000 | |||||||||
Common stock voting rights | Holders of common stock are generally entitled to one vote per share on all matters to be voted upon by the stockholders of the Company. | ||||||||||
Dividends declared | $ | $ 0 | ||||||||||
IPO [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock issued, price per share | $ 15 | $ 15 | |||||||||
Stock issued, number of shares | shares | 6,854,202 | ||||||||||
Payment for issuance cost | $ | $ 10,276,000 | ||||||||||
Conversion of preferred stock shares into common stock shares | shares | 19,409,132 | ||||||||||
Common Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of directors to be elected by shareholders | Director | 1 | ||||||||||
Common Stock [Member] | IPO [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock issued, number of shares | shares | 6,854,202 | ||||||||||
Minimum [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Percentage of change in control, basis for redemption event | 50.00% | ||||||||||
Series A First Tranche [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock issued, price per share | $ 6.90 | $ 6.90 | |||||||||
Proceed from issuance of stock | $ | $ 25,400,000 | ||||||||||
Stock issued, number of shares | shares | 3,699,259 | ||||||||||
Payment for issuance cost | $ | $ 100,000 | ||||||||||
Preferred stock, shares authorized | shares | 61,260,000 | ||||||||||
Preferred stock, shares outstanding | shares | 3,699,259 | ||||||||||
Series A Second Tranche [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock issued, price per share | $ 6.90 | $ 6.90 | |||||||||
Proceed from issuance of stock | $ | $ 35,700,000 | ||||||||||
Stock issued, number of shares | shares | 5,178,968 | ||||||||||
Payment for issuance cost | $ | $ 20,000 | ||||||||||
Preferred stock, shares outstanding | shares | 5,178,968 | ||||||||||
Series A Third Tranche [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock issued, price per share | $ 6.90 | ||||||||||
Stock issued, number of shares | shares | 5,918,840 | ||||||||||
Convertible preferred stock term | 90 days | ||||||||||
Superior Financing Transaction [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Minimum percentage of right to purchase original Series A-Third Tranche amount | 50.00% | ||||||||||
Superior Financing Transaction [Member] | Minimum [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock issued, price per share | $ 6.90 | ||||||||||
Series B Preferred Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock issued, price per share | $ 10.76 | $ 10.76 | $ 10.76 | ||||||||
Proceed from issuance of stock | $ | $ 95,800,000 | $ 95,800,000 | |||||||||
Stock issued, number of shares | shares | 8,919,302 | 8,919,302 | |||||||||
Payment for issuance cost | $ | $ 200,000 | $ 200,000 | $ 210,000 | ||||||||
Preferred stock, shares authorized | shares | 64,102,551 | ||||||||||
Preferred stock, shares outstanding | shares | 8,919,302 | ||||||||||
Preferred stock liquidation preference | 10.76 | ||||||||||
Preferred stock redemption price per share | $ 53.82 | ||||||||||
Number of directors to be elected by shareholders | Director | 1 | ||||||||||
Preferred stock conversion price | $ 10.76 | ||||||||||
Series C Preferred Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock issued, price per share | $ 13.04 | $ 13.04 | $ 13.04 | $ 13.04 | |||||||
Proceed from issuance of stock | $ | $ 10,000,000 | $ 2,000,000 | $ 8,900,000 | ||||||||
Stock issued, number of shares | shares | 768,115 | 153,360 | 690,128 | ||||||||
Payment for issuance cost | $ | $ 100,000 | $ 81,000 | |||||||||
Preferred stock liquidation preference | $ 13.04 | ||||||||||
Preferred stock redemption price per share | 65.21 | ||||||||||
Preferred stock conversion price | 13.04 | ||||||||||
Series A Preferred Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock issued, price per share | $ 6.90 | ||||||||||
Payment for issuance cost | $ | $ 21,000 | ||||||||||
Preferred stock liquidation preference | 6.90 | ||||||||||
Preferred stock redemption price per share | $ 34.50 | ||||||||||
Number of directors to be elected by shareholders | Director | 3 | ||||||||||
Preferred stock conversion price | $ 6.90 | ||||||||||
Series A B And C Preferred Stock [Member] | Minimum [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred stock conversion price after amendment | 15.66 | ||||||||||
Series A B And C Preferred Stock [Member] | Maximum [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred stock conversion price before amendment | $ 21.53 |
Convertible Preferred Stock a_4
Convertible Preferred Stock and Common Stock - Schedule of Convertible Preferred Stock (Detail) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Oct. 20, 2017 | Sep. 30, 2017 | Apr. 30, 2016 | Sep. 30, 2015 |
Class of Stock [Line Items] | ||||||
Shares Authorized | 10,000,000 | 125,362,551 | ||||
Preferred stock shares issued | 0 | 17,797,529 | ||||
Shares Outstanding | 0 | 17,797,529 | ||||
Carrying Value | $ 156,937 | |||||
Preferred Stock Liquidation Preference | $ 157,268 | |||||
Series B [Member] | ||||||
Class of Stock [Line Items] | ||||||
Shares Authorized | 64,102,551 | |||||
Preferred stock shares issued | 8,919,302 | |||||
Shares Outstanding | 8,919,302 | |||||
Stock issued, price per share | $ 10.76 | $ 10.76 | $ 10.76 | |||
Carrying Value | $ 95,798 | |||||
Preferred Stock Liquidation Preference | $ 96,008 | |||||
Series A First Tranche [Member] | ||||||
Class of Stock [Line Items] | ||||||
Shares Authorized | 61,260,000 | |||||
Preferred stock shares issued | 3,699,259 | |||||
Shares Outstanding | 3,699,259 | |||||
Stock issued, price per share | $ 6.90 | $ 6.90 | ||||
Carrying Value | $ 25,425 | |||||
Preferred Stock Liquidation Preference | $ 25,525 | |||||
Series A Second Tranche [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock shares issued | 5,178,968 | |||||
Shares Outstanding | 5,178,968 | |||||
Stock issued, price per share | $ 6.90 | $ 6.90 | ||||
Carrying Value | $ 35,714 | |||||
Preferred Stock Liquidation Preference | $ 35,735 |
Stock Based Compensation - Addi
Stock Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Sep. 30, 2018 | Feb. 28, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Short- term and long-term liabilities associated with shares issued subject to repurchase rights | $ 80 | $ 200 | |||
Number of shares available for future issuance | 2,695,110 | 626,229 | 1,148,227 | ||
Weighted-average grant-date fair value granted employee stock options granted | $ 6.59 | $ 2 | $ 2.19 | ||
Intrinsic value of stock option awards exercised | $ 750 | $ 80 | $ 1,300 | ||
Unrecognized compensation cost related to non-vested employee and consultant options | $ 8,900 | ||||
Unrecognized compensation cost related to non-vested employee and consultant | 3 years 2 months 4 days | ||||
Fair value of shares vested | $ 1,800 | ||||
2018 Award Incentive Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares available for future issuance | 92,815 | ||||
Number of shares available for issuance | 2,690,000 | ||||
Increase in shares available for issuance | 4.00% | ||||
Share-based Compensation Arrangement by Share-based Payment Award, maximum number of shares authorized | 45,000,000 | ||||
Minimum percentage of outstanding shares held by individual | 10.00% | ||||
Minimum percentage fair market value of share price | 110.00% | ||||
Option vesting period | 4 years | ||||
Share based compensation by shared based payment award, description | If an individual owns stock representing 10% or more of the outstanding shares, the price of each share shall be at least 110% of the fair market value, as determined by the board of directors. Options granted have a term of up to 10 years and generally vest over a 4-year period with a straight-line vesting. | ||||
2018 Award Incentive Plan [Member] | Maximum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Option granted expiration period | 10 years | ||||
2015 Equity Incentive Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock awards granted, deemed fair values per common share | $ 3.17 | $ 2.21 | |||
Number of shares to be reserved | 507,246 | ||||
2018 Employee Stock Purchase Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares available for issuance | 282,334 | ||||
Increase in shares available for issuance | 1.00% | ||||
Share-based Compensation Arrangement by Share-based Payment Award, maximum number of shares authorized | 5,000,000 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Fair Value of Stock Options Granted Estimated using Weighted Average Assumptions (Detail) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Expected term | 6 years 14 days | 6 years 14 days | 6 years 18 days |
Risk-free interest rate | 2.80% | 1.97% | 1.43% |
Expected volatility | 88.00% | 94.00% | 103.00% |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Stock Options Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Options Available for Grant | |||
Number of options beginning balance | 626,229 | 1,148,227 | |
Authorized | 3,197,246 | 362,318 | |
Granted | (1,344,973) | (900,257) | |
Cancelled | 186,491 | 15,941 | |
Repurchased | 30,117 | ||
Number of options ending balance | 2,695,110 | 626,229 | 1,148,227 |
Outstanding Options | |||
Outstanding at beginning of period | 1,351,840 | 509,189 | |
Granted | 1,344,973 | 900,257 | |
Exercised | (80,463) | (41,665) | |
Cancelled | (186,491) | (15,941) | |
Outstanding at end of period | 2,429,859 | 1,351,840 | 509,189 |
Options Outstanding, Number of Shares, Vested and exercisable | 582,436 | ||
Options Outstanding, Number of Shares, Vested and expected to vest | 2,521,869 | ||
Weighted Average Exercise Price | |||
Beginning Balance | $ 0.89 | $ 0.41 | |
Granted | 8.92 | 1.13 | |
Exercised | 0.58 | 0.35 | |
Cancelled | 1.31 | 0.46 | |
Repurchased | 0.35 | ||
Ending Balance | 5.31 | $ 0.89 | $ 0.41 |
Weighted-Average Exercise Price, Vested and exercisable | 1.24 | ||
Weighted-Average Exercise Price, Vested and expected to vest | $ 4.75 | ||
Options Outstanding, Weighted-Average Remaining Contractual Term (in years) | 8 years 10 months 9 days | 9 years 1 month 17 days | 9 years 7 months 17 days |
Options Outstanding, Weighted-Average Remaining Contractual Term, Vested and exercisable (in years) | 8 years 1 month 13 days | ||
Options Outstanding, Weighted-Average Remaining Contractual Term, Vested and expected to vest (in years) | 8 years 8 months 8 days | ||
Options Outstanding, Aggregate Intrinsic Value | $ 25,646 | $ 3,087 | $ 178 |
Options Outstanding, Aggregate Intrinsic Value, Vested and exercisable | 8,274 | ||
Options Outstanding, Aggregate Intrinsic Value, Vested and expected to vest | $ 27,896 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Stock Based Compensation Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock Based Compensation Expense | $ 2,995 | $ 1,126 | $ 597 |
Research and Development Expense [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock Based Compensation Expense | 2,081 | 888 | 385 |
General and Administrative Expense [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock Based Compensation Expense | $ 914 | $ 238 | $ 212 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of the Statutory Federal Income Tax Rate to the Company's Effective Tax Rate (Detail) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Statutory federal income tax rate | 21.00% | 34.00% | 34.00% |
State tax, net of federal benefit | 4.30% | 2.20% | 3.30% |
Permanent differences | (1.00%) | (2.30%) | (0.80%) |
Effective change in enacted tax rate | (17.30%) | ||
Research and development tax credits | 4.40% | 4.10% | 0.80% |
Other | (0.20%) | ||
Change in valuation allowance | (28.50%) | (20.70%) | (37.30%) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Taxes [Line Items] | |||
Increase in valuation allowance | $ 18.4 | $ 8.5 | |
U.S. federal statutory corporate tax rate | 21.00% | 34.00% | 34.00% |
Reduction to the deferred tax assets | $ 7.1 | ||
Changes in ownership interest rate period | 3 years | ||
Minimum [Member] | |||
Income Taxes [Line Items] | |||
Cumulative changes in ownership interest of shareholders | 50.00% | ||
Research and Development | California | |||
Income Taxes [Line Items] | |||
Income tax credit carryforwards | $ 2.3 | ||
Research and Development | Massachusetts | |||
Income Taxes [Line Items] | |||
Income tax credit carryforwards | $ 0.7 | ||
Income tax credit carryforwards, expiration year | 2032 | ||
Federal | |||
Income Taxes [Line Items] | |||
Net operating loss carryforwards | $ 109.8 | ||
Net operating loss carryforwards, expiration year | 2035 | ||
Federal | Research and Development | |||
Income Taxes [Line Items] | |||
Income tax credit carryforwards | $ 4.1 | ||
Income tax credit carryforwards, expiration year | 2035 | ||
State | |||
Income Taxes [Line Items] | |||
Net operating loss carryforwards | $ 65.7 | ||
Net operating loss carryforwards, expiration year | 2035 |
Income Taxes - Components of th
Income Taxes - Components of the Net Deferred Tax Assets/Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 27,311 | $ 12,251 |
Research and development tax credits | 4,503 | 1,990 |
Lease financing obligation | 2,658 | 2,490 |
Accruals and other | 1,387 | 1,124 |
Amortization | 1,726 | 1,222 |
Deferred tax liabilities: | ||
Other depreciation | (655) | (536) |
Leased building depreciation | (2,446) | (2,475) |
Total net deferred tax assets | 34,484 | 16,066 |
Less valuation allowance | $ (34,484) | $ (16,066) |
Income Taxes - Schedule of Acti
Income Taxes - Schedule of Activity Related Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Beginning of year—unrecognized tax benefits | $ 1,089 | $ 230 | $ 7 |
Decrease for tax positions taken during prior periods | (453) | (47) | |
Increases for tax positions taken during current period | 1,441 | 906 | 223 |
End of year—unrecognized tax benefits | $ 2,077 | $ 1,089 | $ 230 |
Net Loss Per Common Share - Com
Net Loss Per Common Share - Computation of Basic and Diluted Net Loss Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Numerator: | |||||||||||
Net loss | $ (17,338) | $ (18,588) | $ (15,473) | $ (13,376) | $ (17,368) | $ (9,451) | $ (7,790) | $ (6,768) | $ (64,775) | $ (41,377) | $ (18,750) |
Denominator: | |||||||||||
Weighted-average common shares outstanding, basic and diluted | 8,919,281 | 1,999,044 | 1,672,545 | ||||||||
Net loss per share, basic and diluted | $ 0.61 | $ (7.60) | $ (6.57) | $ (6.03) | $ (8.18) | $ (4.59) | $ (3.95) | $ (3.68) | $ (7.26) | $ (20.70) | $ (11.21) |
Net Loss Per Common Share - C_2
Net Loss Per Common Share - Computation of Potentially Anti-dilutive Securities (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities that were not included in the diluted per share calculations | 2,656,826 | 19,728,915 | 10,266,032 |
Convertible Preferred Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities that were not included in the diluted per share calculations | 17,797,529 | 8,878,227 | |
Options Issued and Outstanding [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities that were not included in the diluted per share calculations | 2,429,859 | 1,351,840 | 509,189 |
Early Exercised Common Stock Subject To Future Vesting [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities that were not included in the diluted per share calculations | 226,967 | 539,289 | 838,359 |
Warrant [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities that were not included in the diluted per share calculations | 40,257 | 40,257 |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Class of Stock [Line Items] | |||
Common stock, shares issued | 28,823,130 | 2,152,525 | |
Proceeds from Issuance of Common Stock | $ 92,586 | $ 14 | $ 232 |
Preferred stock, shares issued | 0 | 17,797,529 | |
Proceeds from issuance of convertible preferred stock | $ 20,935 | $ 95,798 | $ 35,714 |
Certain Stockholders Related Parties [Member] | |||
Class of Stock [Line Items] | |||
Common stock, shares issued | 333,333 | ||
Proceeds from Issuance of Common Stock | $ 5,000 | ||
Series A Convertible Preferred Stock [Member] | Certain Stockholders Related Parties [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, shares issued | 4,236,261 | ||
Proceeds from issuance of convertible preferred stock | $ 29,200 | ||
Series B Convertible Preferred Stock [Member] | Certain Stockholders Related Parties [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, shares issued | 2,560,342 | ||
Proceeds from issuance of convertible preferred stock | $ 27,600 |
Defined Contribution Plan - Add
Defined Contribution Plan - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2018 | |
Defined Contribution Plan Disclosure [Line Items] | |
Employer matching contribution, percent of employees' gross pay | 4.00% |
Defined Contribution Plan, Tax Status [Extensible List] | us-gaap:QualifiedPlanMember |
Maximum [Member] | |
Defined Contribution Plan Disclosure [Line Items] | |
Employer's matching contribution percentage | 50.00% |
Subsequent Event - Additional I
Subsequent Event - Additional Information (Detail) - Subsequent Event [Member] $ in Millions | 1 Months Ended |
Jan. 31, 2019USD ($)ft² | |
Subsequent Event [Line Items] | |
Area of land, operating lease | ft² | 34,469 |
Operating lease, annual base rent | $ 1.7 |
Lease termination description | In connection with the new lease agreement, the Company also entered into a Lease Termination Agreement to early terminate the Company’s existing lease, dated November 23, 2015, for its current premises. The current lease will terminate effective no later than 60 days after the rent commencement date under the new lease |
Lease execution date | Nov. 23, 2015 |
Lease termination period | 60 days |
Maximum [Member] | |
Subsequent Event [Line Items] | |
Operating lease, annual base rent | $ 2.6 |
Selected Quarterly Financial _3
Selected Quarterly Financial Data (Unaudited) - Summary of Company's Quarterly Financial Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Collaboration revenue | $ 1,091 | $ 96 | $ 1,187 | ||||||||
Loss from operations | (18,027) | (18,614) | $ (15,504) | $ (13,439) | $ (17,580) | $ (9,488) | $ (7,851) | $ (6,844) | (65,584) | $ (41,763) | $ (18,980) |
Net loss | $ (17,338) | $ (18,588) | $ (15,473) | $ (13,376) | $ (17,368) | $ (9,451) | $ (7,790) | $ (6,768) | $ (64,775) | $ (41,377) | $ (18,750) |
Net loss per share, basic and diluted | $ 0.61 | $ (7.60) | $ (6.57) | $ (6.03) | $ (8.18) | $ (4.59) | $ (3.95) | $ (3.68) | $ (7.26) | $ (20.70) | $ (11.21) |