Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 19, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | CODIAK BIOSCIENCES, INC. | |
Entity Central Index Key | 0001659352 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 18,767,674 | |
Entity Shell Company | false | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | CDAK | |
Security Exchange Name | NASDAQ | |
Entity File Number | 001-39615 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 47-4926530 | |
Entity Address, Address Line One | 35 CambridgePark Drive | |
Entity Address, Address Line Two | Suite 500 | |
Entity Address, City or Town | Cambridge | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02140 | |
City Area Code | 617 | |
Local Phone Number | 949-4100 | |
Document Quarterly Report | true | |
Document Transition Report | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 48,339,000 | $ 10,316,000 |
Investments | 73,065,000 | |
Restricted cash | 0 | 367,000 |
Prepaid expenses and other current assets | 4,022,000 | 10,370,000 |
Total current assets | 52,361,000 | 94,118,000 |
Property and equipment, net | 31,544,000 | 17,626,000 |
Restricted cash, net of current portion | 4,170,000 | 4,170,000 |
Operating lease right-of-use assets | 22,226,000 | |
Other non-current assets | 50,000 | 48,000 |
Total assets | 110,351,000 | 115,962,000 |
Current liabilities: | ||
Accounts payable | 2,488,000 | 2,381,000 |
Accrued expenses | 23,858,000 | 15,818,000 |
Deferred revenue | 6,268,000 | 742,000 |
Deferred rent | 814,000 | |
Operating lease liabilities | 1,778,000 | |
Total current liabilities | 34,392,000 | 19,755,000 |
Long-term liabilities: | ||
Deferred revenue, net of current portion | 58,069,000 | 54,870,000 |
Note payable, net of discount | 24,825,000 | 9,572,000 |
Deferred rent, net of current portion | 9,814,000 | |
Operating lease liabilities, net of current portion | 37,102,000 | |
Total liabilities | 154,388,000 | 94,011,000 |
Commitments and contingencies (Note 10) | ||
Redeemable convertible preferred stock | 225,033,000 | 214,784,000 |
Stockholders’ deficit: | ||
Additional paid-in capital | 1,063,000 | 2,000 |
Accumulated other comprehensive income | 43,000 | |
Accumulated deficit | (270,133,000) | (192,878,000) |
Total stockholders’ deficit | (269,070,000) | (192,833,000) |
Total liabilities, redeemable convertible preferred stock and stockholders’ deficit | 110,351,000 | 115,962,000 |
Series A Redeemable Convertible Preferred Stock | ||
Long-term liabilities: | ||
Redeemable convertible preferred stock | 46,162,000 | 44,169,000 |
Series B Redeemable Convertible Preferred Stock | ||
Long-term liabilities: | ||
Redeemable convertible preferred stock | 84,769,000 | 81,108,000 |
Series C Redeemable Convertible Preferred Stock | ||
Long-term liabilities: | ||
Redeemable convertible preferred stock | $ 94,102,000 | $ 89,507,000 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Temporary equity, par value | $ 0.0001 | $ 0.0001 |
Temporary equity, shares authorized | 74,804,100 | 74,804,100 |
Temporary equity, shares issued | 73,987,407 | 73,924,907 |
Temporary equity, shares outstanding | 73,987,407 | 73,924,907 |
Temporary equity, liquidation value | $ 225,033 | $ 214,550 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 150,000,000 | 120,000,000 |
Common stock, shares issued | 3,195,355 | 2,997,040 |
Common stock, shares outstanding | 3,195,355 | 2,997,040 |
Series A Redeemable Convertible Preferred Stock | ||
Temporary equity, par value | $ 0.0001 | $ 0.0001 |
Temporary equity, shares authorized | 33,200,000 | 33,200,000 |
Temporary equity, shares issued | 33,200,000 | 33,200,000 |
Temporary equity, shares outstanding | 33,200,000 | 33,200,000 |
Temporary equity, liquidation value | $ 46,162 | $ 44,169 |
Series B Redeemable Convertible Preferred Stock | ||
Temporary equity, par value | $ 0.0001 | $ 0.0001 |
Temporary equity, shares authorized | 21,400,000 | 21,400,000 |
Temporary equity, shares issued | 20,583,328 | 20,520,828 |
Temporary equity, shares outstanding | 20,583,328 | 20,520,828 |
Temporary equity, liquidation value | $ 84,769 | $ 80,874 |
Series C Redeemable Convertible Preferred Stock | ||
Temporary equity, par value | $ 0.0001 | $ 0.0001 |
Temporary equity, shares authorized | 20,204,100 | 20,204,100 |
Temporary equity, shares issued | 20,204,079 | 20,204,079 |
Temporary equity, shares outstanding | 20,204,079 | 20,204,079 |
Temporary equity, liquidation value | $ 94,102 | $ 89,507 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenue: | ||||
Collaboration revenue | $ 954 | $ 151 | $ 1,275 | $ 238 |
Total revenue | 954 | 151 | 1,275 | 238 |
Operating expenses: | ||||
Research and development | 30,640 | 16,546 | 60,653 | 41,794 |
General and administrative | 5,342 | 4,835 | 13,933 | 16,786 |
Total operating expenses | 35,982 | 21,381 | 74,586 | 58,580 |
Loss from operations | (35,028) | (21,230) | (73,311) | (58,342) |
Other income (expense): | ||||
Interest income | 4 | 344 | 246 | 1,145 |
Interest expense | (607) | (3) | (1,196) | (3) |
Other income | 338 | 226 | 553 | 878 |
Total other income (expense), net | (265) | 567 | (397) | 2,020 |
Net loss | (35,293) | (20,663) | (73,708) | (56,322) |
Cumulative dividends on redeemable convertible preferred stock | (3,457) | (3,454) | (10,296) | (10,247) |
Net loss attributable to common stockholders | $ (38,750) | $ (24,117) | $ (84,004) | $ (66,569) |
Net loss per share attributable to common stockholders, basic and diluted | $ (12.83) | $ (8.05) | $ (27.92) | $ (22.29) |
Weighted average common shares outstanding, basic and diluted | 3,020,055 | 2,995,917 | 3,008,576 | 2,986,889 |
Comprehensive income (loss): | ||||
Net loss | $ (35,293) | $ (20,663) | $ (73,708) | $ (56,322) |
Other comprehensive income (loss): | ||||
Unrealized gain (loss) on investments, net of tax of $0 | (8) | (43) | 72 | |
Total other comprehensive income (loss) | (8) | (43) | 72 | |
Comprehensive loss | $ (35,293) | $ (20,671) | $ (73,751) | $ (56,250) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Statement [Abstract] | |||
Unrealized gain (loss) on investments, tax | $ 0 | $ 0 | $ 0 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT - USD ($) $ in Thousands | Total | Series A Redeemable Convertible Preferred Stock | Series B Redeemable Convertible Preferred Stock | Series C Redeemable Convertible Preferred Stock | Common Stock | Additional Paid-in Capital | Additional Paid-in CapitalCumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive (Loss) Income | Accumulated Deficit | Accumulated DeficitCumulative Effect, Period of Adoption, Adjustment |
Beginning balance at Dec. 31, 2018 | $ (108,991) | $ 2 | $ (9) | $ (108,984) | ||||||
Temporary equity, Beginning balance, shares at Dec. 31, 2018 | 33,200,000 | 20,479,162 | 20,204,079 | |||||||
Temporary equity, Beginning balance at Dec. 31, 2018 | $ 41,738 | $ 75,900 | $ 83,385 | |||||||
Beginning balance, shares at Dec. 31, 2018 | 2,921,268 | |||||||||
Issuance of Series B redeemable convertible preferred stock in conjunction with sponsored research agreement | $ 253 | |||||||||
Issuance of Series B redeemable convertible preferred stock in conjunction with sponsored research agreement, shares | 41,666 | |||||||||
Exercise of options to purchase common stock | 254 | 254 | ||||||||
Exercise of options to purchase common stock, shares | 74,649 | |||||||||
Stock-based compensation expense | 4,883 | 4,883 | ||||||||
Accretion of redeemable convertible preferred stock to redemption value | (9,984) | (5,120) | (4,864) | |||||||
Temporary equity, Accretion of redeemable convertible preferred stock to redemption value | $ 1,761 | $ 3,644 | $ 4,579 | |||||||
Other comprehensive income, net | 72 | 72 | ||||||||
Net loss | (56,322) | (56,322) | ||||||||
Ending balance at Sep. 30, 2019 | $ (170,088) | 2 | $ (17) | 63 | (170,153) | $ 17 | ||||
Accounting Standards Update [Extensible List] | us-gaap:AccountingStandardsUpdate201807Member | |||||||||
Temporary equity, Ending balance, shares at Sep. 30, 2019 | 33,200,000 | 20,520,828 | 20,204,079 | |||||||
Temporary equity, Ending balance at Sep. 30, 2019 | $ 43,499 | $ 79,797 | $ 87,964 | |||||||
Ending balance, shares at Sep. 30, 2019 | 2,995,917 | |||||||||
Beginning balance at Jun. 30, 2019 | $ (148,314) | 2 | 71 | (148,387) | ||||||
Temporary equity, Beginning balance, shares at Jun. 30, 2019 | 33,200,000 | 20,520,828 | 20,204,079 | |||||||
Temporary equity, Beginning balance at Jun. 30, 2019 | $ 42,830 | $ 78,487 | $ 86,421 | |||||||
Beginning balance, shares at Jun. 30, 2019 | 2,995,917 | |||||||||
Issuance of Series B redeemable convertible preferred stock in conjunction with sponsored research agreement | 70 | |||||||||
Stock-based compensation expense | 2,349 | 2,349 | ||||||||
Accretion of redeemable convertible preferred stock to redemption value | (3,452) | (2,349) | (1,103) | |||||||
Temporary equity, Accretion of redeemable convertible preferred stock to redemption value | $ 669 | $ 1,240 | $ 1,543 | |||||||
Other comprehensive income, net | (8) | (8) | ||||||||
Net loss | (20,663) | (20,663) | ||||||||
Ending balance at Sep. 30, 2019 | $ (170,088) | 2 | $ (17) | 63 | (170,153) | $ 17 | ||||
Accounting Standards Update [Extensible List] | us-gaap:AccountingStandardsUpdate201807Member | |||||||||
Temporary equity, Ending balance, shares at Sep. 30, 2019 | 33,200,000 | 20,520,828 | 20,204,079 | |||||||
Temporary equity, Ending balance at Sep. 30, 2019 | $ 43,499 | $ 79,797 | $ 87,964 | |||||||
Ending balance, shares at Sep. 30, 2019 | 2,995,917 | |||||||||
Beginning balance at Dec. 31, 2019 | $ (192,833) | 2 | 43 | (192,878) | ||||||
Temporary equity, Beginning balance, shares at Dec. 31, 2019 | 73,924,907 | 33,200,000 | 20,520,828 | 20,204,079 | ||||||
Temporary equity, Beginning balance at Dec. 31, 2019 | $ 214,784 | $ 44,169 | $ 81,108 | $ 89,507 | ||||||
Beginning balance, shares at Dec. 31, 2019 | 2,997,040 | |||||||||
Issuance of Series B redeemable convertible preferred stock in conjunction with sponsored research agreement, shares | 62,500 | |||||||||
Issuance of common stock in connection with license agreement | 2,660 | 2,660 | ||||||||
Issuance of common stock in connection with license agreement, shares | 177,318 | |||||||||
Exercise of options to purchase common stock | $ 142 | 142 | ||||||||
Exercise of options to purchase common stock, shares | 20,998 | 20,997 | ||||||||
Stock-based compensation expense | $ 4,961 | 4,961 | ||||||||
Accretion of redeemable convertible preferred stock to redemption value | (10,249) | (6,702) | (3,547) | |||||||
Temporary equity, Accretion of redeemable convertible preferred stock to redemption value | $ 1,993 | $ 3,661 | $ 4,595 | |||||||
Other comprehensive income, net | (43) | $ (43) | ||||||||
Net loss | (73,708) | (73,708) | ||||||||
Ending balance at Sep. 30, 2020 | $ (269,070) | 1,063 | (270,133) | |||||||
Temporary equity, Ending balance, shares at Sep. 30, 2020 | 73,987,407 | 33,200,000 | 20,583,328 | 20,204,079 | ||||||
Temporary equity, Ending balance at Sep. 30, 2020 | $ 225,033 | $ 46,162 | $ 84,769 | $ 94,102 | ||||||
Ending balance, shares at Sep. 30, 2020 | 3,195,355 | |||||||||
Beginning balance at Jun. 30, 2020 | (234,838) | 2 | (234,840) | |||||||
Temporary equity, Beginning balance, shares at Jun. 30, 2020 | 33,200,000 | 20,583,328 | 20,204,079 | |||||||
Temporary equity, Beginning balance at Jun. 30, 2020 | $ 45,493 | $ 83,524 | $ 92,559 | |||||||
Beginning balance, shares at Jun. 30, 2020 | 3,010,852 | |||||||||
Issuance of common stock in connection with license agreement | 2,660 | 2,660 | ||||||||
Issuance of common stock in connection with license agreement, shares | 177,318 | |||||||||
Exercise of options to purchase common stock | 38 | 38 | ||||||||
Exercise of options to purchase common stock, shares | 7,185 | |||||||||
Stock-based compensation expense | 1,820 | 1,820 | ||||||||
Accretion of redeemable convertible preferred stock to redemption value | (3,457) | (3,457) | ||||||||
Temporary equity, Accretion of redeemable convertible preferred stock to redemption value | $ 669 | $ 1,245 | $ 1,543 | |||||||
Net loss | (35,293) | (35,293) | ||||||||
Ending balance at Sep. 30, 2020 | $ (269,070) | $ 1,063 | $ (270,133) | |||||||
Temporary equity, Ending balance, shares at Sep. 30, 2020 | 73,987,407 | 33,200,000 | 20,583,328 | 20,204,079 | ||||||
Temporary equity, Ending balance at Sep. 30, 2020 | $ 225,033 | $ 46,162 | $ 84,769 | $ 94,102 | ||||||
Ending balance, shares at Sep. 30, 2020 | 3,195,355 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (73,708) | $ (56,322) |
Adjustments to reconcile net loss to net cash from operating activities: | ||
Stock-based compensation expense | 4,961 | 4,883 |
Non-cash interest expense | 252 | 1 |
Fair value of Series B redeemable convertible preferred stock earned in connection with sponsored research agreement | 253 | |
Fair value of common stock earned in connection with license agreement | 2,660 | |
Depreciation expense | 3,080 | 1,814 |
Accretion of investments | (40) | (925) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 2,098 | (3,043) |
Operating right-of-use assets | 959 | |
Other non-current assets | (2) | 102 |
Accounts payable | (168) | 855 |
Accrued expenses | 10,715 | 5,960 |
Deferred revenue | 8,725 | 55,762 |
Deferred rent | 3,577 | |
Operating lease liabilities | 10,977 | |
Net cash provided by (used in) operating activities | (29,491) | 12,917 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (19,891) | (3,521) |
Purchases of investments | (108,081) | |
Maturities of investments | 73,063 | 107,000 |
Net cash provided by (used in) investing activities | 53,172 | (4,602) |
Cash flows from financing activities: | ||
Proceeds from long-term debt, net of issuance costs | 15,000 | 9,567 |
Proceeds from exercise of common stock options | 142 | 254 |
Payment of initial public offering costs | (1,167) | |
Net cash provided by financing activities | 13,975 | 9,821 |
Increase in cash, cash equivalents and restricted cash | 37,656 | 18,136 |
Cash, cash equivalents and restricted cash, beginning of period | 14,853 | 18,460 |
Cash, cash equivalents and restricted cash, end of period | 52,509 | 36,596 |
Supplemental disclosures: | ||
Cash paid for interest | 834 | |
Non-cash investing and financing activities: | ||
Purchases of property and equipment included in accounts payable and accrued expenses | 1,134 | 1,346 |
Deferred offering costs included in accrued expenses | 493 | |
Deferred financing costs for long-term debt included in accounts payable and accrued expenses | 83 | |
Accretion of redeemable convertible preferred stock to redemption value | 10,249 | $ 9,984 |
Operating lease right-of-use assets obtained in exchange for operating lease liabilities | $ 23,186 |
Nature of the Business
Nature of the Business | 9 Months Ended |
Sep. 30, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of the Business | 1. Nature of the business Codiak BioSciences, Inc. (the Company or Codiak) was incorporated in Delaware on June 12, 2015 and is headquartered in Cambridge, Massachusetts. Codiak is a clinical-stage biopharmaceutical company focused on pioneering the development of exosome-based therapeutics, a new class of medicines with the potential to transform the treatment of a wide spectrum of diseases with high unmet medical need. Exosomes have evolved as intercellular transfer mechanisms for complex, biologically active macromolecules and have emerged in recent years as a compelling potential drug delivery vehicle. By leveraging Codiak’s deep understanding of exosome biology, the Company has developed its engineering and manufacturing platform (the engEx Platform), to expand upon the innate properties of exosomes to design, engineer and manufacture novel exosome therapeutics. Codiak has utilized its engEx Platform to generate a deep pipeline of engineered exosomes (engEx exosomes) aimed at treating a broad range of diseases, including oncology, neuro-oncology, neurology, neuromuscular disease and infectious disease. In September 2020, Codiak initiated clinical trials for its two lead product candidates, exoSTING and exoIL-12, which are being developed to address solid tumors. Codiak has multiple preclinical and discovery programs that it is advancing either independently or through its strategic collaborations with Jazz Pharmaceuticals Ireland Limited (Jazz) and Sarepta Therapeutics, Inc. (Sarepta). Since its inception, the Company has devoted substantially all of its resources to its research and development efforts, including activities to develop its engEx Platform, to advance engEx product candidates into clinical trials, to perform preclinical research to identify potential engEx product candidates, to perform process development to refine Codiak’s exosome engineering and manufacturing processes, and to provide general and administrative support for these operations. The Company has historically primarily funded its operations with proceeds from the sales of redeemable convertible preferred stock, collaborative and research arrangements with Jazz and Sarepta and its Loan and Security agreement with Hercules Capital, Inc. (Hercules). On October 16, 2020, the Company completed its initial public offering (IPO), pursuant to which it issued and sold 5,500,000 shares of its common stock at a public offering price of $15.00 per share, resulting in net proceeds of $74.4 million, after deducting underwriting discounts and commissions and other offering expenses. Upon the closing of the IPO, all of the 73,987,407 outstanding shares of the Company’s redeemable convertible preferred stock automatically converted into 10,065,629 shares of common stock (including additional shares issued to holders of Series B redeemable preferred stock and Series C redeemable preferred stock, pursuant to the anti-dilution protective provisions The Company does not expect to generate significant revenue from sales of its engEx product candidates unless and until clinical development has been successfully completed and regulatory approval is obtained. If the Company obtains regulatory approval for any of its investigational products, it expects to incur significant commercialization expenses. As a result, the Company will need substantial additional funding to support its continued operations and growth strategy. Until such a time as the Company can generate significant revenue from product sales, if ever, the Company expects to finance its operations through the sale of equity, debt financings or other capital sources, including collaborations with other companies or other strategic transactions. The Company may be unable to raise additional funds or enter into such other agreements on favorable terms, or at all. If the Company fails to raise capital or enter into such agreements as, and when, needed, the Company may have to significantly delay, scale back or discontinue the development and commercialization of one or more of its product candidates or delay its pursuit of potential in-licenses or acquisitions. The Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern within one year after the date that these condensed consolidated financial statements are issued. The Company had an accumulated deficit of $270.1 million as of September 30, 2020. Further, the Company has incurred net losses in every period since inception, including $73.7 million for the nine months ended September 30, 2020. The Company had negative cash flows from operations of $29.5 million for the nine months ended September 30, 2020. The Company previously identified conditions and events that raised substantial doubt about its ability to continue as a going concern. As a result of the completion of its IPO, the Company expects that its cash and cash equivalents as of September 30, 2020 of $48.3 million, in conjunction with the net proceeds of $74.4 million from the IPO, will allow the Company to fund its current operating plan through at least the next twelve months from the issuance of these condensed consolidated financial statements. The Company is subject to those risks associated with any biopharmaceutical company that has substantial expenditures for research and development. There can be no assurance that the Company’s research and development projects will be successful, that products developed will obtain necessary regulatory approval, or that any approved product will be commercially viable. In addition, the Company operates in an environment of rapid technological change and is largely dependent on the services of its employees and consultants. If the Company fails to become profitable or is unable to sustain profitability on a continuing basis, then it may be unable to continue its operations at planned levels and be forced to reduce its operations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of significant accounting policies Basis of presentation These condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (ASC) and Accounting Standards Updates (ASUs) of the Financial Accounting Standards Board (FASB). Principles of consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Codiak Securities Corporation. All intercompany balances and transactions have been eliminated in consolidation. Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Actual results could materially differ from those estimates. Management considers many factors in selecting appropriate financial accounting policies and controls, and in developing the estimates and assumptions that are used in the preparation of these financial statements. Management must apply significant judgment in this process. In addition, other factors may affect estimates, including: expected business and operational changes, sensitivity and volatility associated with the assumptions used in developing estimates, and whether historical trends are expected to be representative of future trends. The estimation process often may yield a range of potentially reasonable estimates of the ultimate future outcomes and management must select an amount that falls within that range of reasonable estimates. Significant estimates relied upon in preparing these condensed consolidated financial statements include, among others: estimates related to revenue recognition, the valuation of common stock and stock-based compensation awards, the valuation of redeemable convertible preferred stock, leases, accrued expenses and income taxes. Unaudited interim financial information The accompanying condensed consolidated balance sheet as of September 30, 2020, the condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2020 and 2019, the condensed consolidated statements of cash flows for the nine months ended September 30, 2020 and 2019, and the condensed consolidated statements of redeemable convertible preferred stock and stockholders’ deficit for the three and nine months ended September 30, 2020 and 2019 are unaudited. The unaudited interim financial statements have been prepared on the same basis as the audited annual financial statements, except for the impact of adopting Leases (Topic 842), Amendments to the FASB Accounting Standards Codification Segments The Company has one operating segment. The Company’s chief operating decision maker, its Chief Executive Officer, manages the Company’s operations on a consolidated basis for the purposes of assessing performance and allocating resources. All of the Company’s long-lived assets are held in the United States. Cash, cash equivalents and restricted cash The Company considers all highly liquid investments purchased with original final maturities of three months or less from the date of purchase to be cash equivalents. Cash equivalents comprise money market accounts invested in US Treasury securities. Restricted cash is composed of letters of credit held as collateral related to the Company’s lease arrangements. Restricted cash is classified as either current or non-current based on the term of the underlying lease agreement. A reconciliation of the cash, cash equivalents and restricted cash reported in the condensed consolidated statements of cash flows is as follows (in thousands): AS OF SEPTEMBER 30, 2020 2019 Cash and cash equivalents $ 48,339 $ 32,059 Restricted cash — 367 Restricted cash, net of current portion 4,170 4,170 Total cash, cash equivalents and restricted cash as shown in the condensed consolidated statements of cash flows $ 52,509 $ 36,596 Investments The Company classifies all of its investments as available-for-sale securities. The Company’s investments are measured and reported at fair value using quoted prices in active markets for similar securities. Unrealized gains and losses on available-for-sale securities are reported as accumulated other comprehensive (loss) income, which is a separate component of stockholders’ deficit. The cost of securities sold is determined on a specific identification basis, and realized gains and losses are included in other income (expense), net within the condensed consolidated statements of operations and comprehensive loss. If any adjustment to fair value reflects a decline in the value of the investment that the Company considers to be “other than temporary”, the Company reduces the investment to fair value through a charge to the condensed consolidated statements of operations and comprehensive loss. No such adjustments were necessary during the periods presented. The Company classifies its available-for-sale investments as current assets on the condensed consolidated balance sheets if they mature within one year from the balance sheet date. Deferred offering costs The Company capitalizes certain legal, accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After the consummation of the equity financing, these costs are recorded in stockholders’ deficit as a reduction of additional paid-in capital or the associated preferred stock account, as applicable. In the event the offering is terminated, all capitalized deferred offering costs are expensed. Such costs are recorded within prepaid expenses and other current assets in the accompanying condensed consolidated balance sheets. Deferred offering costs as of September 30, 2020 were $1.7 million. There were no deferred offering costs as of December 31, 2019. The Company withdrew an initial public offering during 2019. Accordingly, the Company expensed previously capitalized deferred offering costs totaling $1.9 million to general and administrative expenses during the nine months ended September 30, 2019. There were no previously capitalized deferred offering costs expensed during the three months ended September 30, 2019. Concentrations of credit risk and significant suppliers and license agreements Financial instruments that potentially expose the Company to credit risk primarily consist of cash, cash equivalents, restricted cash and investments. The Company maintains its cash, cash equivalent, restricted cash and investment balances with accredited financial institutions and, consequently, the Company does not believe it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. The Company’s cash management and investment policy limits investment instruments to investment-grade securities with the objective to preserve capital and to maintain liquidity until the funds can be used in business operations. Bank accounts in the United States are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. As of September 30, 2020 and December 31, 2019, the Company’s primary operating accounts significantly exceeded the FDIC limits. The Company is presently dependent on third-party manufacturers to supply materials for research and development activities of its programs, including preclinical testing. The Company’s development programs could be adversely affected by a significant interruption in the supply of the necessary materials. The Company is also dependent on third parties who provide license rights used in the development of certain programs. The Company could experience delays in the development of its programs if any of these license agreements are terminated, if the Company fails to meet the obligations required under its arrangements, or if the Company is unable to successfully secure new strategic alliances or licensing agreements. For the three and nine months ended September 30, 2019, Jazz accounted for 100% of total collaboration revenue. For the three months ended September 30, 2020, Jazz accounted for 19% of total collaboration revenue, and Sarepta accounted for 81% of total collaboration revenue. For the nine months ended September 30, 2020, Jazz accounted for 40% of total collaboration revenue and Sarepta accounted for 60% of total collaboration revenue. Off-balance sheet risk As of September 30, 2020 and December 31, 2019, the Company had no off-balance sheet risks such as foreign exchange contracts, option contracts or other foreign hedging arrangements. Fair value of financial instruments The Company is required to disclose information on all assets and liabilities reported at fair value that enables an assessment of the inputs used in determining the reported fair values. FASB ASC Topic 820, Fair Value Measurements and Disclosures Level 1 —Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 —Valuations based on quoted prices for similar assets or liabilities in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3 —Valuations that require inputs that reflect the Company’s own assumptions that are both significant to the fair value measurement and unobservable. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Items measured at fair value on a recurring basis include cash equivalents as of September 30, 2020 and cash equivalents and investments as of December 31, 2019. Certain cash equivalents that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The carrying amounts reflected in the condensed consolidated balance sheets for prepaid expenses and other current assets, accounts payable and accrued expenses approximate their fair values due to their short-term maturities. Property and equipment Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the assets, which are as follows: ESTIMATED USEFUL LIFE Computer equipment and software 3 years Furniture and fixtures 5 years Laboratory equipment 5 years Leasehold improvements Shorter of useful life or remaining lease term Purchased assets that are not yet in service are recorded to construction-in-process and no depreciation expense is recorded. Once they are placed in service, they are reclassified to the appropriate asset class and depreciated over their respective estimated useful lives. Upon the retirement or sale of an asset, the related cost and accumulated depreciation or amortization is removed from the accounts and any resulting gain or loss is recorded to other income (expense), net. Expenditures for maintenance and repairs are expensed as incurred. Impairment of long-lived assets The Company periodically evaluates its long-lived assets, for impairment whenever events or changes in circumstances indicate that a potential impairment may have occurred. If such events or changes in circumstances arise, the Company compares the carrying amount of the long-lived assets to the estimated future undiscounted cash flows expected to be generated by the long-lived assets. If the estimated aggregate undiscounted cash flows are less than the carrying amount of the long-lived assets, an impairment charge, calculated as the amount by which the carrying amount of the assets exceeds the fair value of the assets, is recorded. The fair value of the long-lived assets is determined based on the estimated discounted cash flows expected to be generated from the long-lived assets. The Company has not recorded any such impairment charges during the three or nine months ended September 30, 2020 or 2019. Term loan The Company accounts for its Loan and Security Agreement with Hercules as a liability measured at net proceeds less debt discount and is accreted to the associated face value of the term loan over its respective expected term using the effective interest method. The Company considers whether there are any embedded features in its debt instruments that require bifurcation and separate accounting as derivative financial instruments pursuant to FASB ASC Topic 815, Derivatives and Hedging The Company capitalizes certain legal and other third-party fees that are directly associated with obtaining access to capital under credit facilities. Deferred financing costs related to a recognized debt liability are recorded as a reduction of the carrying amount of the debt liability and amortized to interest expense using the effective interest rate method. Deferred financing costs related to the term loans as of September 30, 2020 and December 31, 2019 were $0.1 million. Leases Prior to January 1, 2020, the Company accounted for leases in accordance with FASB ASC 840, Leases Effective January 1, 2020, the Company accounts for leases in accordance with FASB ASC 842, Leases A right-of-use asset represents the economic benefit conveyed to the Company by the right to use the underlying asset over the lease term. A lease liability represents the obligation to make lease payments arising from the lease. The Company elected the practical expedient to not separate lease and non-lease components and therefore measures each lease payment as the total of the fixed lease and non-lease components. Lease liabilities are measured at lease commencement calculated as the present value of the future lease payments in the contract using the rate implicit in the contract, when available. If an implicit rate is not readily determinable, the Company uses an incremental borrowing rate measured as the rate at which the Company could borrow, on a fully collateralized basis, a commensurate loan in the same currency over a period consistent with the lease term at the commencement date. Right-of-use assets are measured as the lease liability plus initial direct costs and prepaid lease payments, less lease incentives granted by the lessor. The lease term is measured as the noncancelable period in the contract, adjusted for any options to extend or terminate when it is reasonably certain the Company will exercise such options. The Company made an accounting policy election to not recognize leases with an initial term of 12 months or less. The Company assesses its right-of-use assets for impairment consistent with the assessment performed for long-lived assets used in operations. The Company’s operating leases are presented in the condensed consolidated balance sheets as operating lease right-of-use assets, classified as non-current assets, and operating lease liabilities, classified as current and long-term liabilities based on the portion of the lease liability that will mature within the proceeding 12 months. Operating lease expense for future lease payments is recognized on a straight-line basis over the lease term. The Company evaluates its subleases in which it is the sublessor to determine whether it is relieved of the primary obligation under the original lease. If it remains the primary obligor, the Company continues to account for the original lease as it did before the commencement of the sublease and reports the sublease income on a gross basis in other income on the condensed consolidated statements of operations and comprehensive loss. Redeemable convertible preferred stock The Company records all redeemable convertible preferred stock upon issuance at its respective fair value or original issuance price less issuance costs. The Company classifies its redeemable convertible preferred stock outside of stockholders’ deficit as the redemption of such shares is outside the Company’s control. The Company adjusts the carrying values of the redeemable convertible preferred stock to redemption value when the redemption value exceeds the carrying value. Revenue recognition The Company recognizes revenue in accordance with FASB ASC Topic 606, Revenue from Contracts with Customers Pursuant to the guidance in ASC 606, the Company accounts for a contract with a customer that is within the scope of ASC 606 when all of the following criteria are met: (i) the arrangement has been approved by the parties and the parties are committed to perform their respective obligations, (ii) each party’s rights regarding the goods and/or services to be transferred can be identified, (iii) the payment terms for the goods and/or services to be transferred can be identified, (iv) the arrangement has commercial substance and (v) collection of substantially all of the consideration to which the Company will be entitled in exchange for the goods and/or services that will be transferred to the customer is probable. The Company assesses the goods and/or services promised within a contract which contains multiple promises to evaluate which promises are distinct. Promises are considered to be distinct and therefore, accounted for as separate performance obligations, provided that: (i) the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer and (ii) the promise to transfer the good or service to the customer is separately identifiable from other promises in the contract. The Company determines that a customer can benefit from a good or service if it could be used, consumed, sold for an amount that is greater than scrap value, or otherwise held in a way that generates economic benefits. Factors that are considered in determining whether or not two or more promises are not separately identifiable include, but are not limited to, the following: (i) the Company provides a significant service of integrating goods and/or services with other goods and/or services promised in the contract, (ii) one or more of the goods and/or services significantly modifies or customizes, or are significantly modified or customized by, one or more of the other goods and/or services promised in the contract and (iii) the goods and/or services are highly interdependent or highly interrelated. Individual goods or services (or bundles of goods and/or services) that meet both criteria for being distinct are accounted for as separate performance obligations. Promises that are not distinct at contract inception are combined into a single performance obligation. Options to acquire additional goods and/or services are evaluated to determine if such option provides a material right to the customer that it would not have received without entering into the contract. If so, the option is accounted for as a separate performance obligation. If not, the option is considered a marketing offer which would be accounted for as a separate contract upon the customer’s election. The terms of the Company’s arrangements include the payment of one or more of the following: (i) non-refundable, up-front fees, (ii) cost reimbursements, (iii) development, regulatory and commercial milestone payments, (iv) royalties on net sales of licensed products and (v) profit share for co-commercialized products. The transaction price generally comprises fixed fees due at contract inception and an estimate of variable consideration for cost reimbursements and milestone payments due upon the achievement of specified events. Additionally, the Company may earn sales milestones, tiered royalties earned when the licensee recognizes net sales of licensed products and potentially profit share related to co-commercialized products. The Company measures the transaction price based on the amount of consideration to which it expects to be entitled in exchange for transferring the promised goods and/or services to the customer. The Company utilizes either the expected value method or the most likely amount method to estimate the amount of variable consideration, depending on which method is expected to better predict the amount of consideration to which it will be entitled. Amounts of variable consideration are included in the transaction price to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. With respect to development and regulatory milestone payments, at the inception of the arrangement, the Company evaluates whether the associated event is considered probable of achievement and estimates the amount to be included in the transaction price using the most likely amount method. As part of the evaluation for development milestone payments, the Company considers several factors, including the stage of development of the targets included in the arrangement, the risk associated with the remaining development work required to achieve the milestone and whether or not the achievement of the milestone is within the Company’s control. Milestone payments that are not within the control of the Company or the licensee, such as those dependent upon receipt of regulatory approval, are not considered to be probable of achievement until the triggering event occurs. With respect to sales-based royalties and profit share payments, including milestone payments based upon the achievement of a certain level of product sales, wherein the license is deemed to be the sole or predominant item to which the payments relate, the Company recognizes revenue upon the later of: (i) when the related sales occur or (ii) when the performance obligation to which some or all of the payment has been allocated has been satisfied (or partially satisfied). To date, the Company has not recognized any development, regulatory or commercial milestones, royalty or profit share revenue resulting from its arrangements with customers. The Company considered the existence of a significant financing component in its arrangements and has determined that a significant financing component does not exist due to the applicability of available practical expedients, existence of substantive business purposes and/or presence of other compelling factors. The Company updates its assessment of the estimated transaction price, including the constraint on variable consideration, at the end of each reporting period and as uncertain events are resolved or other changes in circumstances occur. Any adjustments to the transaction price are recorded on a cumulative catch-up basis, which would affect revenue and net loss in the period of adjustment. The Company generally allocates the transaction price to each performance obligation identified in the contract on a relative standalone selling price basis. However, certain components of variable consideration are allocated specifically to one or more particular performance obligations to the extent both of the following criteria are met: (i) the terms of the payment relate specifically to the efforts to satisfy the performance obligation or transfer the distinct good or service and (ii) allocating the variable amount of consideration entirely to the performance obligation or the distinct good or service is consistent with the allocation objective of the standard whereby the amount allocated depicts the amount of consideration to which the entity expects to be entitled in exchange for transferring the promised goods or services. The Company develops assumptions that require judgment to determine the standalone selling price for each performance obligation identified in the contract. The key assumptions utilized in determining the standalone selling price for the performance obligations may include forecasted revenues, development timelines, estimated research and development costs, discount rates, other comparable transactions, likelihood of exercise and probabilities of technical and regulatory success. Revenue is recognized based on the amount of the transaction price that is allocated to each respective performance obligation when or as the performance obligation is satisfied by transferring a promised good and/or service to the customer. For performance obligations that are satisfied at a point in time, the Company recognizes revenue when control of the goods and/or services is transferred to the customer. For performance obligations that are satisfied over time, the Company recognizes revenue by measuring the progress toward complete satisfaction of the performance obligation using a single method of measuring progress which depicts the performance in transferring control of the associated goods and/or services to the customer. The Company generally uses input methods to measure the progress toward the complete satisfaction of performance obligations satisfied over time. With respect to promises related to a license to intellectual property that is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenue from amounts allocated to the license when the license is transferred to the licensee and the licensee is able to use and benefit from the license. For licenses that are bundled with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenue and net loss in the period of adjustment. The Company receives payments from its licensees in accordance with the terms of the contracts. Up-front payments and fees are recorded as contract liabilities upon receipt or when due and may require deferral of revenue recognition to a future period until the Company performs its obligations under the arrangement. Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified in current liabilities. Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as contract liabilities, net of current portion. Amounts payable to the Company are recorded as accounts receivable when the Company’s right to consideration is unconditional. Research and development expense Research and development costs are expensed as incurred. Research and development expenses consist of costs incurred in performing research and development activities, including salaries and benefits, overhead costs, contract services and other related costs. The value of goods and services received from contract research organizations and contract manufacturing organizations in the reporting period are estimated based on the level of services performed, and progress in the period in cases when the Company has not received an invoice from the supplier. In circumstances where amounts have been paid in excess of costs incurred, the Company records a prepaid expense. Acquired in-process research and development (IPR&D) If the Company acquires an asset or group of assets under an in-licensing arrangement that do not meet the definition of a business under FASB ASC Topic 805, Business Combinations Research and Development Patent costs Costs to secure, defend and maintain patents are expensed as incurred due to the uncertainty of future benefits and are classified as general and administrative expenses. Stock-based compensation The Company issues stock-based awards to employees, directors and non-employee consultants and founders, generally in the form of stock options and restricted stock. The Company accounts for its stock-based compensation awards in accordance with FASB ASC Topic 718, Compensation—Stock Compensation Compensation—Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting The Company primarily issues stock options and restricted stock with service-based vesting conditions. Compensation expense related to awards to employees, directors and non-employees with service-based vesting conditions is recognized on a straight-line basis based on the grant date fair value over the associated requisite service period of the award, which is generally the vesting term. For awards to employees with performance-based vesting conditions and/or market conditions, the Company recognizes expense based on the grant date fair value over the associated requisite service period of the award using the accelerated attribution model if, and to the extent that, achievement of the performance condition is determined to be probable. If the actual achievement of the Company’s awards that contain performance-based conditions vary from management’s estimates, stock-based compensation expense could be materially different than what is recorded in the period. The cumulative effect on current and prior periods of a change in the estimated time to vesting for awards that contain performance-based conditions will be recognized as compensation cost in the current period. The Company recognizes forfeitures as they occur. The Company determines the fair value of restricted stock awards in reference to the fair value of its common stock less any applicable purchase price. The Company estimates the fair value of its stock options granted with service-based and/or performance-based vesting conditions using the Black-Scholes option pricing model, which requires inputs of subjective assumptions, including: (i) the expected volatility of its common stock, (ii) the expected term of the award, (iii) the risk-free interest rate, (iv) expected dividends and (v) the fair value of its common stock. Due to the lack of company-specific historical and implied volatility data, the Company bases the estimate of expected volatility on the historical volatilities of a representative group of publicly traded guideline companies. For these analyses, the Company selects companies with comparable characteristics and with historical share price information that approximates the expected term of the stock-based awards. The Company computes the historical volatility data using the daily closing prices for the selected companies’ shares during the equivalent period that approximates the calculated expected term of its stock options. The Company will continue to apply this method until a sufficient amount of historical information regarding the volatility of its own stock price becomes available. The Company estimates the expected term of its stock options granted to employees and directors using the simplified method, whereby the expected term equals the average of the vesting term and the original contractual term of the option. The Company utilizes this method as it does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term. Similarly, following the adoption of ASU 2018-07 on January 1, 2019, the Company has elected to use the expected term for stock options granted to non-employees, using the simplified method, as the basis for the expected term assumption. However, the Company may elect to use either the contractual term or the expected term for stock options granted to non-employees on an award-by-award basis. For the determination of the risk-free interest rates, the Company utilizes the US Treasury yield curve for instruments in effect at the time of measurement with a term commensurate with the expected term assumption. The expected dividend yield is assumed to be zero as the Company has never paid dividends and does not have current plans to pay any dividends on its common stock. Historically, for periods prior to the IPO, the fair value of equity instruments underlying the Company’s stock-based awards was determined on each grant date by its board of directors, or compensation committee thereof, based o |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. Fair value measurements The following tables present information about the Company’s assets measured at fair value on a recurring basis, and indicate the level of the fair value hierarchy utilized to determine such fair values (in thousands): SEPTEMBER 30, 2020 TOTAL LEVEL 1 LEVEL 2 LEVEL 3 NOT SUBJECT TO LEVELING(1) Assets: Cash equivalents: Money market funds $ 16,334 $ — $ — $ — $ 16,334 $ 16,334 $ — $ — $ — $ 16,334 DECEMBER 31, 2019 TOTAL LEVEL 1 LEVEL 2 LEVEL 3 NOT SUBJECT TO LEVELING(1) Assets: Cash equivalents: Money market funds $ 2,789 $ — $ — $ — $ 2,789 Investments: US Treasury bonds 73,065 — 73,065 — — $ 75,854 $ — $ 73,065 $ — $ 2,789 (1) Certain cash equivalents that are valued using the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. As of September 30, 2020 and December 31, 2019, the Company’s cash equivalents consisted of money market funds invested in US Treasury securities with original maturities of less than 90 days from the date of purchase. The fair value of the Company’s investments, which consisted of US Treasury bonds as of December 31, 2019 , were determined using Level 2 inputs. During the nine months ended September 30, 2020 and the year ended December 31, 2019, there were no transfers between Level 1, Level 2 and Level 3. The fair value of the Company’s debt is classified as Level 2 for the periods presented and approximates its carrying value due to the variable interest rate. |
Investments
Investments | 9 Months Ended |
Sep. 30, 2020 | |
Investments Debt And Equity Securities [Abstract] | |
Investments | 4. Investments The fair value of available-for-sale investments by type of security was as follows (in thousands): DECEMBER 31, 2019 AMORTIZED COST GROSS UNREALIZED GAIN GROSS UNREALIZED LOSS FAIR VALUE Investments: $ 73,022 $ 43 $ — $ 73,065 US Treasury bonds $ 73,022 $ 43 $ — $ 73,065 All of the Company’s investments matured during the nine months ended September 30, 2020. The Company did not hold any investments as of September 30, 2020. Investments with original maturities of less than 90 days are included in cash and cash equivalents on the condensed consolidated balance sheets and are not included in the table above. Investments with maturities of less than 12 months are considered current and those investments with maturities greater than 12 months are considered non-current. All of the Company’s investments held as of December 31, 2019 had original contractual maturities of less than 12 months. The Company had four investments in an unrealized loss position as of December 31, 2019 with a fair value of $18.0 million. These investments were in a loss position for less than 12 months and the Company considered the loss to be temporary in nature. Furthermore, the aggregate of individual unrealized losses as of December 31, 2019 was not significant. The Company recognized less than $0.1 million of realized gains in the nine months ended September 30, 2020. The Company did not recognize any realized gains or losses in the three months ended September 30, 2019 or 2020 or in the nine months ended September 30, 2019. |
Prepaids and Other Current Asse
Prepaids and Other Current Assets | 9 Months Ended |
Sep. 30, 2020 | |
Prepaid Expense And Other Assets Current [Abstract] | |
Prepaids and Other Current Assets | 5. Prepaids and other current assets Prepaid expenses and other current assets consisted of the following (in thousands): SEPTEMBER 30, 2020 DECEMBER 31, 2019 Receivable from landlord $ — $ 5,910 Manufacturing costs 214 2,596 Clinical trial costs 670 — Deferred offering costs 1,660 — Other prepaid expenses and other current assets 1,478 1,864 $ 4,022 $ 10,370 |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Sep. 30, 2020 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | 6. Property and equipment, net Property and equipment, net, consisted of the following (in thousands): SEPTEMBER 30, 2020 DECEMBER 31, 2019 Computer equipment and software $ 159 $ 93 Furniture and fixtures 1,276 253 Laboratory equipment 14,483 8,595 Leasehold improvements 19,215 2,431 Construction-in-process 5,618 12,381 $ 40,751 $ 23,753 Less: Accumulated depreciation and amortization (9,207 ) (6,127 ) $ 31,544 $ 17,626 Depreciation and amortization expense related to property and equipment was $1.1 million and $3.1 million for the three and nine months ended September 30, 2020, respectively, and $0.8 million and $1.8 million for the three and nine months ended September 30, 2019, respectively. |
Restricted Cash
Restricted Cash | 9 Months Ended |
Sep. 30, 2020 | |
Cash And Cash Equivalents [Abstract] | |
Restricted Cash | 7. Restricted cash As of September 30, 2020, the Company had restricted cash of $4.2 million held as letters of credit issued by an FDIC-insured financial institution as security deposits, as required under the Company’s 4 Hartwell Place and 35 CambridgePark Drive lease agreements. As of December 31, 2019, the Company had restricted cash of $4.5 million held as letters of credit issued by an FDIC-insured financial institution as security deposits, as required under the Company’s 500 Technology Square, 4 Hartwell Place and 35 CambridgePark Drive lease agreements. As of December 31, 2019, the Company classified $0.4 million of restricted cash as a current asset on the condensed consolidated balance sheet as the 500 Technology Square lease expired within 12 months from the date of the condensed consolidated balance sheet. The balance was no longer restricted as of September 30, 2020 as the Company was released from its obligations under the letter of credit as of the date of the condensed consolidated balance sheet. All other restricted cash was classified as a non-current asset because the associated lease terms expired more than 12 months from the respective condensed consolidated balance sheet date. |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2020 | |
Payables And Accruals [Abstract] | |
Accrued Expenses | 8. Accrued expenses Accrued expenses consisted of the following (in thousands): SEPTEMBER 30, 2020 DECEMBER 31, 2019 Accrued employee compensation $ 5,028 $ 4,128 Accrued license milestone 15,000 — Accrued external research and development costs 1,290 7,118 Accrued professional services and consulting 1,480 608 Accrued facilities costs 583 3,709 Other accrued expenses 477 255 $ 23,858 $ 15,818 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Leases | 9. Leases 500 Technology Square The Company leased building space at 500 Technology Square in Cambridge, Massachusetts. Under the terms of the lease, the Company leased approximately 19,823 square feet for $1.5 million per year in base rent, which was subject to a 2.5% annual rent increase plus certain operating expenses and taxes. The Company accounted for this lease as an operating lease. The lease commenced on December 28, 2016 and originally expired on December 31, 2021. On August 26, 2019, the Company signed a lease termination to accelerate the expiration date of the lease to February 28, 2020. Upon execution of the initial lease agreement, the Company provided a security deposit of $0.4 million which was held in the form of a letter of credit and was classified as current restricted cash on the condensed consolidated balance sheet as of December 31, 2019 to reflect the lease termination within 12 months of the balance sheet date. The lease provided the Company with a tenant improvement allowance of $1.2 million, which was amortized as a reduction to rent expense over the remaining lease term. On the date of the agreement regarding the lease termination, amortization of all associated leasehold improvement assets was accelerated. The deferred rent and landlord incentive balances were reflected as current liabilities on the condensed consolidated balance sheet as of December 31, 2019. 4 Hartwell Place On March 5, 2019, the Company entered into a non-cancelable property lease for manufacturing space at 4 Hartwell Place in Lexington, Massachusetts. Under the terms of the lease, the Company leases approximately 18,707 square feet for $0.9 million per year in base rent, which is subject to a 3.0% annual rent increase during the initial lease term, plus certain operating expenses and taxes. The Company accounts for this lease as an operating lease. The lease term commenced in July 2019 and will end in December 2029. The Company has the option to extend the lease twice, each for a 5-year period, on the same terms and conditions as the current lease, subject to a change in base rent based on market rates. The Company intends to fully occupy the space in late-2020. Upon execution of the lease agreement, the Company provided a security deposit of $0.4 million which is held in the form of a letter of credit and was classified as non-current restricted cash on the condensed consolidated balance sheets as of September 30, 2020 and December 31, 2019. The lease provides the Company with a tenant improvement allowance of up to $1.3 million, which is being amortized as a reduction to rent expense over the remaining lease term. As of September 30, 2020, the Company had received $1.1 million of the tenant improvement allowance. Costs incurred related to the allowance are capitalized as leasehold improvements. 35 CambridgePark Drive On March 22, 2019, the Company entered into a non-cancelable property lease for office and laboratory space at 35 CambridgePark Drive in Cambridge, Massachusetts. Under the terms of the lease, the Company leases approximately 68,258 square feet for $4.9 million per year in base rent, which is subject to a 3.0% annual rent increase during the initial lease term, plus certain operating expenses and taxes. The Company accounts for this lease as an operating lease. The lease term commenced upon execution of the lease on March 26, 2019 and is expected to end in November 2029. The Company has the option to extend the lease for a 10-year period on the same terms and conditions as the current lease, subject to a change in base rent based on market rates. The Company occupied the space in February 2020 as its new corporate headquarters. Upon execution of the lease agreement, the Company provided a security deposit of $3.7 million which is held in the form of a letter of credit and was classified as non-current restricted cash on the condensed consolidated balance sheets as of September 30, 2020 and December 31, 2019. The lease provides the Company with a tenant improvement allowance of $12.3 million, subject to reduction for a 2% construction oversight fee due to the landlord, which is being amortized as a reduction to rent expense over the remaining lease term. As of September 30, 2020, the Company had received $12.2 million of the tenant improvement allowance. Costs incurred related to the allowance are capitalized as leasehold improvements. On April 27, 2020, the Company entered into a sublease for 23,280 square feet of its leased space at 35 CambridgePark Drive. Under the terms of the sublease, the sublessee is to pay the Company approximately $1.3 million per year, which is subject to a 3.0% annual rent increase, plus certain operating expenses. The Company remains jointly and severally liable under the head lease and accounts for the sublease as an operating lease. The lease term commenced on May 18, 2020 and is expected to end in May 2022. The sublessee has the option to extend the sublease for a one-year period on the same terms and conditions as the current sublease, subject to a change in base rent based on the greater of (i) an increase of 3% of the annual rent owed by the sublessee in year two, and (ii) market rent for the subleased premises. Upon execution of the sublease agreement, the sublessee provided the Company a security deposit of $0.3 million which is held in the form of a letter of credit. During the three and nine months ended September 30, 2020, the Company recognized sublease income of $0.3 million and $0.5 million, respectively, which was presented in other income on the condensed consolidated statements of operations and comprehensive loss. The components of operating lease costs were as follows (in thousands): THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30, 2020 2020 Operating lease costs $ 1,206 $ 3,627 Short-term lease costs 5 14 Variable lease costs 553 1,663 Sublease income (337 ) (495 ) $ 1,427 $ 4,809 There was no sublease income recognized during the three or nine months ended September 30, 2019. Variable lease costs were primarily related to operating expenses, taxes and utilities associated with the operating leases, which were assessed based on the Company’s proportionate share of such costs for the leased premises. Cash paid for amounts included in the measurement of operating lease liabilities for the nine months ended September 30, 2020 totaled $4.6 million. The weighted-average remaining lease term and discount rate used in calculating the Company’s operating lease liabilities as of September 30, 2020 were 9.2 years and 10.3%, respectively. Undiscounted cash flows used in calculating the Company’s operating lease liabilities and amounts to be received under the sublease at 35 CambridgePark Drive as of September 30, 2020 are as follows (in thousands): YEAR ENDED DECEMBER 31, OPERATING LEASE PAYMENTS SUBLEASE RECEIPTS NET OPERATING LEASE PAYMENTS 2020 (excluding the nine months ended September 30, 2020) $ 1,221 $ 313 $ 908 2021 5,919 1,273 4,646 2022 6,123 483 5,640 2023 6,307 — 6,307 2024 6,496 — 6,496 Thereafter 34,978 — 34,978 Total undiscounted cash flows $ 61,044 $ 2,069 $ 58,975 Less: Amounts representing interest (22,164 ) Present value of lease liabilities $ 38,880 Prior to the adoption of ASC 842, future minimum lease payments under non-cancelable operating leases as of December 31, 2019 were as follows (in thousands): YEAR ENDED DECEMBER 31, TOTAL 2020 $ 6,030 2021 5,945 2022 6,123 2023 6,307 2024 6,496 Thereafter 34,978 $ 65,879 The Company recognized rent expense of $1.7 million and $3.7 million for the three and nine months ended September 30, 2019, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitments and contingencies Purchase commitments Under the Company’s Sponsored Research Agreement with the University of Texas MD Anderson Cancer Center (MDACC), as amended (the MDACC Research Agreement), the Company was obligated to pay fixed quarterly cash payments to MDACC over the term of the agreement, set to expire pursuant to its initially amended terms in February 2021. On September 25, 2019, the Company signed the Third Amendment to the MDACC Research Agreement which modified the termination date to December 31, 2019. Under the terms of the agreement, the Company paid MDACC a fixed amount in cash to fund the direct expenses of procurement of research and development resources, including equipment, materials and personnel, plus an additional 25% overhead charge on such fixed direct expenses, also payable in cash, until the date of termination. As of December 31, 2019, the Company had accrued $1.2 million related to services provided in 2019 for the final cash payment obligations under this agreement. The Company was also obligated to make additional quarterly payments pursuant to the MDACC Research Agreement, payable in the form of a fixed number of the Company’s Series B redeemable convertible preferred stock throughout the remainder of the agreement. The Company also has a license agreement with MDACC under which the Company is obligated to pay milestone payments upon the achievement of development and regulatory milestones and payments upon the execution of sublicenses for qualifying products, in addition to potential royalty payments on commercial products. Additionally, the Company has a license agreement with Kayla Therapeutics S.A.S. (Kayla) under which the Company is obligated to make milestone payments upon the achievement of clinical and regulatory milestones and payments upon the execution of sublicenses, in addition to potential royalty payments on commercial products. The first milestone was achieved upon the first dosing of exoSTING to the first subject in the Company’s Phase 1/2 clinical trial in September 2020. Upon achievement of the milestone, the Company was obligated to make a nonrefundable payment of $15.0 million in cash and issue 177,318 shares of common stock to Kayla. The common stock was issued as of the date of dosing, and the cash payment of $15.0 million was accrued as of September 30, 2020. The expense related to the milestone payment to Kayla was recorded as research and development expense in the three and nine months ended September 30, 2020 because the associated asset was in development at the time the contingency that triggered the milestone was resolved. Purchase orders The Company has agreements with third parties for various services, including services related to preclinical operations and support, for which the Company is not contractually able to terminate for convenience to avoid future obligations to the vendors. Certain agreements provide for termination rights subject to termination fees or wind down costs. Under such agreements, the Company is contractually obligated to make certain payments to vendors, primarily to reimburse them for their unrecoverable outlays incurred prior to cancelation. The actual amounts the Company could pay in the future to the vendors under such agreements may differ from the purchase order amounts due to cancellation provisions. Indemnification agreements The Company enters into standard indemnification agreements and/or indemnification sections in other agreements in the ordinary course of business. Pursuant to the agreements, the Company indemnifies, holds harmless, and agrees to reimburse the indemnified party for losses suffered or incurred by the indemnified party, generally the Company’s business partners. The term of these indemnification agreements is generally perpetual any time after execution of the agreement. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited. The Company has never incurred costs to defend lawsuits or settle claims related to these indemnification agreements. The Company does not believe that the outcome of any existing claims under indemnification arrangements will have a material effect on its financial position, results of operations or cash flows, and it had not accrued any liabilities related to such obligations in its condensed consolidated balance sheets as of September 30, 2020 or December 31, 2019. Legal proceedings The Company is not currently party to any material legal proceedings. At each reporting date, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of FASB ASC Topic 450, Contingencies |
Indebtedness
Indebtedness | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Indebtedness | 11. Indebtedness On September 30, 2019 (the Closing Date), the Company entered into a Loan and Security Agreement (the Loan Agreement) with Hercules pursuant to which a term loan in an aggregate principal amount of up to $75.0 million (the Term Loan Facility) is available to the Company in four tranches, subject to certain terms and conditions. $10.0 million of the first tranche was advanced to the Company on the Closing Date and an additional $15.0 million under the first tranche was drawn down on July 24, 2020. Upon satisfaction of certain liquidity and clinical milestones, the second tranche is available under the Term Loan Facility, which allows the Company to borrow an additional amount up to $10.0 million through March 31, 2021. Upon satisfaction of certain additional clinical milestones, the third tranche is available under the Term Loan Facility, which allows the Company to borrow an additional amount up to $10.0 million through June 30, 2021. The fourth tranche, which allows the Company to borrow an additional amount up to $30.0 million, will be available upon Hercules’ approval on or prior to December 15, 2021. Advances under the Term Loan Facility bear interest at a rate equal to the greater of (i) 9.00% plus the Prime Rate (as reported in The Wall Street Journal) less 5.25%, and (ii) 9.00%. The Company makes interest only payments through April 1, 2022. The interest only period may be extended to November 1, 2022 upon satisfaction of certain milestones. Following the interest only period, the Company will repay the principal balance and interest on the advances in equal monthly installments through October 1, 2024. The Company may prepay advances under the Loan Agreement, in whole or in part, at any time subject to a prepayment charge (Prepayment Premium) equal to: (i) 2.0% of amounts so prepaid, if such prepayment occurs during the first year following the Closing Date; (ii) 1.5% of the amount so prepaid, if such prepayment occurs during the second year following the Closing Date, or (iii) 1.0% of the amount so prepaid, if such prepayment occurs after the second year following the Closing Date. Upon prepayment or repayment of all or any of the term loans under the Term Loan Facility, the Company will pay (in addition to any Prepayment Premium) an end of term charge of 5.5% of the aggregate funded amount under the Term Loan Facility. With respect to the first tranche, an end of term charge of $1.4 million will be payable upon any prepayment or repayment. To the extent that the Company is provided additional advances under the Term Loan Facility, the 5.5% end of term charge will be applied to any such additional amounts. The Term Loan Facility is secured by a lien on substantially all of the Company’s assets, other than the Company’s intellectual property. The Company has agreed to not pledge or grant a security interest on the Company’s intellectual property to any third party. The Term Loan Facility also contains customary covenants and representations, including a liquidity covenant, whereby the Company is obligated to maintain, in an account covered by Hercules’ account control agreement, an amount equal to the lesser of: (i) 110% of the amount of the Company’s obligations under the Term Loan Facility or (ii) the Company’s then existing cash and cash equivalents; financial reporting covenant and limitations on dividends, indebtedness, collateral, investments, distributions, transfers, mergers or acquisitions, taxes, corporate changes, deposit accounts, and subsidiaries. Upon issuance, the initial advance under the first tranche was recorded as a liability with an initial carrying value of $9.5 million, net of debt issuance costs. The July 24, 2020 advance under the first tranche was recorded as a liability with an initial carrying value of $15.0 million. The initial carrying value of all outstanding advances will be accreted to the repayment amount, which includes the outstanding principal plus the end of term charge, through interest expense using the effective interest rate method over the term of the loan. As of September 30, 2020 and December 31, 2019, the carrying value of the term loan was $24.8 million and $9.6 million, respectively, which is classified as a long-term liability on the Company’s condensed consolidated balance sheets as of each respective period. The fair value of debt is classified as Level 2 for the periods presented and approximates its carrying value. The events of default under the Loan Agreement include, without limitation, and subject to customary grace periods, the following: (i) any failure by the Company to make any payments of principal or interest under the Loan Agreement, (ii) any breach or default in the performance of any covenant under the Loan Agreement, (iii) the occurrence of a material adverse effect, (iv) any making of false or misleading representations or warranties in any material respect, (v) the Company’s insolvency or bankruptcy, (vi) certain attachments or judgments on the assets of the Company or (vii) the occurrence of any material default under certain agreements or obligations of the Company’s involving indebtedness. If an event of default occurs, Hercules is entitled to take enforcement action, including acceleration of amounts due under the Loan Agreement. The future principal payments under the Loan Agreement are as follows as of September 30, 2020 (in thousands): YEAR ENDED DECEMBER 31, PRINCIPAL 2020 $ — 2021 — 2022 6,106 2023 9,888 2024 9,006 $ 25,000 During the three and nine months ended September 30, 2020, the Company recognized $0.6 million and $1.2 million of interest expense related to the Loan Agreement, respectively. The Company recognized less than $0.1 million of interest expense during the three and nine months ended September 30, 2019. Such amounts were reflected as interest expense on the condensed consolidated statements of operations and comprehensive loss. |
Common Stock
Common Stock | 9 Months Ended |
Sep. 30, 2020 | |
Common Stock Number Of Shares Par Value And Other Disclosures [Abstract] | |
Common Stock | 12. Common stock As of September 30, 2020, an amendment to the Company’s Third Amended and Restated Certificate of Incorporation Certificate of Incorporation (the Amended Certificate of Incorporation) authorized the Company to issue 150,000,000 shares of $0.0001 par value common stock. As of December 31, 2019, the Company’s Third Amended and Restated Certificate of Incorporation (the Certificate of Incorporation) authorized the Company to issue 120,000,000 shares of $0.0001 par value common stock. Rights, preferences and privileges The voting, dividend and liquidation rights of the holders of shares of common stock are subject to and qualified by the rights, powers and preferences of the holders of shares of the Company’s redeemable convertible preferred stock. The rights, preferences and privileges of the Company’s common stock are as follows: Voting The holders of shares of common stock are entitled to one vote for each share of common stock held on all matters submitted to a vote of the Company’s stockholders. Dividends The holders of shares of common stock are not entitled to receive dividends. Liquidation After the payment of all preferential amounts required to be paid to the holders of shares of the Company’s redeemable convertible preferred stock, the remaining assets of the Company available for distribution to its stockholders will be distributed among the holders of the shares of common stock, pro rata based on the number of shares held by each such holder. Shares reserved The Company had the following shares of common stock reserved for future issuance: SEPTEMBER 30, 2020 DECEMBER 31, 2019 Series A redeemable convertible preferred stock 4,247,153 4,247,153 Series B redeemable convertible preferred stock 2,633,138 2,625,142 Series C redeemable convertible preferred stock 2,584,633 2,584,633 Common stock reserved for exercises of outstanding stock options issued under the 2015 Stock Option and Grant Plan, as amended 4,541,345 4,251,914 Common stock reserved for issuances under the 2015 Stock Option and Grant Plan, as amended 274,057 72,781 14,280,326 13,781,623 |
Redeemable convertible preferre
Redeemable convertible preferred stock | 9 Months Ended |
Sep. 30, 2020 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable convertible preferred stock | 13. Redeemable convertible preferred stock As of September 30, 2020 the Amended Certificate of Incorporation and as of December 31, 2019, the Certificate of Incorporation, authorized the Company to issue 74,804,100 shares of $0.0001 par value redeemable convertible preferred stock, of which 33,200,000 shares have been designated as Series A (the Series A Preferred Stock), 21,400,000 shares have been designated as Series B (the Series B Preferred Stock), and 20,204,100 shares have been designated as Series C (the Series C Preferred Stock) (collectively, the Redeemable Convertible Preferred Stock). The Company assessed each series of Redeemable Convertible Preferred Stock for any embedded derivatives. The Company determined that each series of Redeemable Convertible Preferred Stock represented an equity host under FASB ASC Topic 815, Derivatives and Hedging The Company accounts for potentially beneficial conversion features under FASB ASC Topic 470-20, Debt with Conversion and Other Options In accordance with the guidance in FASB ASC Topic 480, Distinguishing Liabilities from Equity The Company’s Redeemable Convertible Preferred Stock consisted of the following (in thousands, except share amounts): AS OF SEPTEMBER 30, 2020 PREFERRED SHARES AUTHORIZED PREFERRED SHARES ISSUED AND OUTSTANDING CARRYING VALUE REDEMPTION VALUE LIQUIDATION PREFERENCE COMMON STOCK ISSUABLE UPON CONVERSION Series A 33,200,000 33,200,000 $ 46,162 $ 46,162 $ 46,162 4,247,153 Series B 21,400,000 20,583,328 84,769 84,769 84,769 2,633,138 Series C 20,204,100 20,204,079 94,102 94,102 94,102 2,584,633 74,804,100 73,987,407 $ 225,033 $ 225,033 $ 225,033 9,464,924 AS OF DECEMBER 31, 2019 PREFERRED SHARES AUTHORIZED PREFERRED SHARES ISSUED AND OUTSTANDING CARRYING VALUE REDEMPTION VALUE LIQUIDATION PREFERENCE COMMON STOCK ISSUABLE UPON CONVERSION Series A 33,200,000 33,200,000 $ 44,169 $ 44,169 $ 44,169 4,247,153 Series B 21,400,000 20,520,828 81,108 80,874 80,874 2,625,142 Series C 20,204,100 20,204,079 89,507 89,507 89,507 2,584,633 74,804,100 73,924,907 $ 214,784 $ 214,550 $ 214,550 9,456,928 Rights, preferences and privileges The rights, preferences and privileges of the Redeemable Convertible Preferred Stock are as follows: Voting On any matter presented to the stockholders for their action or consideration, each holder of outstanding shares of Redeemable Convertible Preferred Stock is entitled to cast the number of votes equal to the number of shares of the Company’s common stock into which the shares of Redeemable Convertible Preferred Stock are convertible as of the record date for determining stockholders entitled to vote on such matter. Except as otherwise provided, holders of the Company’s Redeemable Convertible Preferred Stock will vote together with the holders of the Company’s common stock as a single class. The holders of the Company’s Redeemable Convertible Preferred Stock, exclusively and as a single class on an as-converted basis, are entitled to elect two members of the Company’s board of directors. A vote constituting 60% of the outstanding shares of Redeemable Convertible Preferred Stock, voting as a single class on an as-converted basis, is required to liquidate or dissolve the Company, effect a merger, amend the Amended Certificate of Incorporation or By-Laws, create shares that would rank senior to or authorize additional shares of Redeemable Convertible Preferred Stock, reclassify or alter any of the existing securities of the Company, authorize or issue any debt security of $1.0 million or more, change the amount of capital stock held in any direct or indirect subsidiary, declare a dividend or make a distribution (except for a dividend or distribution on Redeemable Convertible Preferred Stock), or change the authorized number of directors constituting the Company’s board of directors. Dividends The holders of Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock are entitled to receive dividends at a rate per annum of $0.08, $0.24, and $0.303 per share, respectively, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Redeemable Convertible Preferred Stock (the Accruing Dividends). Dividends accrue from day to day, whether or not declared, and are cumulative, although the Accruing Dividends are payable only when, as, and if declared by the board of directors. Additionally, Accruing Dividends are payable upon liquidation, dissolution, or winding up of the Company, or a Deemed Liquidation Event (as defined in the Amended Certificate of Incorporation) and upon redemption, whether or not declared. As of September 30, 2020, no dividends have been declared or paid by the Company since its inception. The Company’s cumulative dividends on its Redeemable Convertible Preferred Stock were as follows (in thousands): AS OF AS OF SEPTEMBER 30, 2020 DECEMBER 31, 2019 Series A $ 12,962 $ 10,969 Series B 23,019 19,312 Series C 17,577 12,982 $ 53,558 $ 43,263 No dividends may be declared, paid or set aside to any other class or series of capital stock unless, in addition to obtaining any consents otherwise required by the Amended Certificate of Incorporation, the holders of the Redeemable Convertible Preferred Stock first receive a dividend on each outstanding share in an amount at least equal to the sum of: (i) all accrued and unpaid dividends and (ii) in the case of a dividend being distributed to common stock or any class or series that is convertible into common stock, the equivalent dividend on an as-converted basis or (iii) in the case of a dividend being distributed on a series or class not convertible into common stock, an additional dividend equal to a dividend rate on each series of Redeemable Convertible Preferred Stock calculated based on the respective original issue price of $1.00 per share for the Series A Preferred Stock, $3.00 per share for the Series B Preferred Stock and $3.7876 per share for the Series C Preferred Stock (collectively, the Original Issue Price). Liquidation In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, or upon the occurrence of a Deemed Liquidation Event, as defined in the Amended Certificate of Incorporation, the holders of shares of Redeemable Convertible Preferred Stock then outstanding are entitled, on a pari passu basis, to be paid out of the assets of the Company available for distribution to stockholders before any payment is made to the holders of common stock, an amount per share equal to the greater of: (i) the applicable Original Issue Price for such series, plus any dividends accrued but unpaid thereon whether or not declared, together with any other dividends declared but unpaid thereon, or (ii) the amount per share as would have been payable in respect of each share of the Redeemable Convertible Preferred Stock, had each such share been converted into common stock immediately prior to such liquidation, dissolution, winding up or Deemed Liquidation Event. In the event the assets of the Company available for distribution to stockholders are insufficient to pay the holders of shares of Redeemable Convertible Preferred Stock the full amount to which they are entitled, the holders of shares of Redeemable Convertible Preferred Stock will share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable if it were paid in full. Conversion Each share of Redeemable Convertible Preferred Stock is convertible at the option of the holder, at any time, and without the payment of additional consideration by the holder, into the number of fully paid and non-assessable shares of common stock as is determined by dividing the applicable Original Issue Price for such shares, by the applicable conversion price. The applicable conversion prices are subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization and other adjustments as set forth in the Company’s Amended Certificate of Incorporation, including adjustments for issuances of common stock at a per share price less than the applicable conversion price of the Redeemable Convertible Preferred Stock, which included the IPO. As of September 30, 2020, the conversion prices were equal to $7.82 per share for the Series A Preferred Stock, $23.45 per share for the Series B Preferred Stock, and $29.61 per share for the Series C Preferred Stock, as adjusted for the Company’s reverse stock split. Accordingly, as of September 30, 2020, each share of Redeemable Convertible Preferred Stock was convertible into approximately 0.1279 shares of common stock. Each share of Redeemable Convertible Preferred Stock will be automatically converted into shares of the Company’s common stock at the applicable conversion ratio then in effect upon either: (i) the closing of the sale of shares of the Company’s common stock to the public in a firm-commitment underwritten public offering pursuant to an effective registration statement, resulting in at least $75.0 million of gross proceeds, or (ii) the vote or written consent of at least 60% of the holders of the Redeemable Convertible Preferred Stock, voting as a single class. Redemption The shares of Redeemable Convertible Preferred Stock will be redeemed by the Company at a price equal to the applicable Original Issue Price per share, plus any Accruing Dividends accrued but unpaid thereon (whether or not declared), together with any other dividends declared but unpaid thereon, in three annual installments commencing not more than 60 days after the written election of at least 60% of the holders of the Redeemable Convertible Preferred Stock, voting as a single class, on or after November 17, 2022. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2020 | |
Employee Service Share Based Compensation Aggregate Disclosures [Abstract] | |
Stock-Based Compensation | 14. Stock-based compensation Stock plans On November 12, 2015, the Company’s board of directors adopted the 2015 Stock Option and Grant Plan, as amended on June 8, 2016 (the 2015 Plan). The 2015 Plan allows the Company to grant incentive stock options, non-qualified stock options, restricted stock units and restricted stock awards to the Company’s employees, members of the board of directors, and consultants. The 2015 Plan is administered by the board of directors, who has the power and authority to determine the terms of grants, provided that generally the exercise price per share of stock options granted may not be less than 100% of the fair market value of a share of the Company’s common stock on the date of grant and the term of stock options granted may not exceed ten years. The number of shares initially reserved for issuance under the 2015 Plan was 1,074,581 shares. Through December 31, 2019, the board of directors authorized an aggregate increase of 3,338,874 shares reserved for issuance under the 2015 Plan for a total number of shares reserved for issuance of 4,413,455. In January 2020 and June 2020, the board of directors approved increases to the number of shares reserved for issuance by 191,889 and 319,815, respectively. Accordingly, the total number of shares of common stock reserved for issuance under the 2015 Plan as of September 30, 2020, was 4,925,159. As of December 31, 2019 and September 30, 2020, there were 72,781 and 274,057 shares, respectively, available for future issuance under the 2015 Plan. As of September 30, 2020, the Company has granted service-based awards, which vest over a defined period of service, and performance-based and market-based awards, which vest upon the achievement of defined conditions. Service-based awards generally vest over a four-year period, with the first 25% vesting following twelve months of continued employment or service, and the remainder vesting in twelve quarterly installments over the following three years. In 2016, 2018 and 2019, the Company granted stock option awards to certain employees with terms that allow for vesting upon the achievement of performance conditions specific to the Company’s corporate goals, including but not limited to certain research, business development and liquidity milestones. Also in 2018, the Company granted a stock option award to a non-employee with service conditions that provide for accelerated vesting upon the consummation of an initial public offering. Additionally, in 2016 the Company granted stock option awards to an executive with terms that provide for vesting upon the achievement of both performance and market conditions, as the awards vest upon the occurrence of certain events, including the consummation of an initial public offering, and market conditions subject to a specified return to certain of the Company’s investors. This award was modified in July 2019 to a service-based award. The Company’s stock options expire after approximately ten years from the date of grant. As of September 30, 2020, the Company does not hold any treasury shares. Upon stock option exercise, the Company issues new shares and delivers them to the participant. Stock options The following table summarizes the Company’s stock option activity: NUMBER OF SHARES WEIGHTED AVERAGE EXERCISE PRICE PER SHARE WEIGHTED AVERAGE REMAINING CONTRACTUAL TERM AGGREGATE INTRINSIC VALUE (1) (In years) (In thousands) Outstanding as of December 31, 2019 4,251,914 $ 7.78 8.03 $ 10,515 Granted 623,935 13.87 Exercised (20,998 ) 6.78 Forfeited/Cancelled (313,506 ) 9.86 Outstanding as of September 30, 2020 4,541,345 $ 8.47 7.54 $ 29,950 Exercisable as of December 31, 2019 1,685,871 $ 5.16 6.83 $ 8,569 Vested and expected to vest as of December 31, 2019 4,178,357 $ 7.74 8.01 $ 10,448 Exercisable as of September 30, 2020 2,393,627 $ 6.37 6.63 $ 20,662 Vested and expected to vest as of September 30, 2020 4,467,788 $ 8.46 7.52 $ 29,533 (1) Aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the fair value of common stock for those stock options that had exercise prices lower than the fair value of the Company’s common stock as of December 31, 2019 and September 30, 2020. The weighted average grant date fair value per share of options granted during the three months ended September 30, 2020 and 2019 was $9.67 per share and $6.38 per share, respectively. The weighted average grant date fair value per share of options granted during the nine months ended September 30, 2020 and 2019 was $8.52 per share and $9.35 per share, respectively. The aggregate intrinsic value of stock options exercised during the three months ended September 30, 2020 and 2019 was less than $0.1 million and $0.1 million, respectively. The aggregate intrinsic value of stock options exercised during the nine months ended September 30, 2020 and 2019 was $1.0 million and $0.1 million, respectively. Stock option valuation Service-based awards The key assumptions used in the Black-Scholes option pricing model on the date of grant for options with service-based vesting conditions were as follows, presented on a weighted average basis: THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30, 2020 2019 2020 2019 Risk-free interest rate 0.41 % 1.82 % 0.74 % 2.23 % Expected term (in years) 6.25 6.25 6.25 6.25 Expected volatility 68.63 % 67.41 % 68.13 % 67.60 % Expected dividend yield 0.00 % 0.00 % 0.00 % 0.00 % Fair value per share of common stock $ 15.76 $ 10.25 $ 13.87 $ 14.85 Performance-based awards The key assumptions used in the Black-Scholes option pricing model on the date of grant for performance-based awards granted to employees were as follows, presented on a weighted average basis: THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2019 Risk-free interest rate 1.89 % Expected term (in years) 6.25 Expected volatility 67.45 % Expected dividend yield 0.00 % Fair value per share of common stock $ 10.25 The Company did not grant any performance-based awards during the three and nine months ended September 30, 2020. During the three and nine months ended September 30, 2019, the Company granted performance-based stock options to employees for the purchase of an aggregate of 63,963 shares of common stock. These stock options are exercisable only upon achievement of specified performance targets. Market-based awards In 2016, the Company granted stock options to an executive with both performance and market conditions. The weighted-average grant date fair value per share of such awards using a Monte Carlo simulation approach was up to $2.12. These options were modified during July 2019, to replace the respective market conditions and performance-based vesting conditions, with service-based vesting conditions. The modification was a Type III modification, and the Company recognizes compensation expense beginning on the modification date over the requisite service period of the modified award. Award repricing On July 1, 2019, the board of directors determined the fair value of the Company’s common stock to be $10.25 per share following the withdrawal of the Company’s attempted initial public offering. The $10.25 per share fair value represents a decrease in the fair value of the Company’s common stock from the immediately preceding fair value of common stock approved by the board of directors of $24.32 per share as of April 3, 2019, due to the change in the Company’s estimate of the probability of an initial public offering scenario. On July 24, 2019, the board of directors approved a repricing of options previously granted at an exercise price greater than the then-current fair value of $10.25 per share such that the exercise price of the modified awards equals $10.25 per share. The repriced options included stock options to purchase a total of 1,089,147 shares of common stock issued from December 2018 through April 2019. The repriced awards were all unvested as of the modification date and none of the vesting terms were modified. The key assumptions used in the Black-Scholes option pricing model on the date of repricing for the affected options were as follows, presented on a weighted average basis: Risk-free interest rate 1.86 % Expected term (in years) 5.79 Expected volatility 66.56 % Expected dividend yield 0.00 % Fair value per share of common stock $ 10.25 The modification of these awards was treated as an exchange of the original award for a new award, incurring additional compensation cost for any incremental value. The incremental compensation cost was measured as the excess of the fair value of the modified award over the fair value of the original award immediately before its terms are modified. The total incremental expense related to the repricing for all awards was $1.2 million. Each modified award was valued on the modification date of July 24, 2019, and the Company recognizes the unamortized compensation expense related to the original award plus the incremental compensation expense of the modified award beginning on the modification date over the remaining requisite service period. Stock-based compensation expense The following table presents the components and classification of stock-based compensation expense (in thousands): THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30, 2020 2019 2020 2019 Research and development $ 942 $ 1,343 $ 2,763 $ 2,575 General and administrative 878 1,006 2,198 2,308 $ 1,820 $ 2,349 $ 4,961 $ 4,883 Employee $ 1,730 $ 1,937 $ 4,609 $ 3,888 Non-employee 90 412 352 995 $ 1,820 $ 2,349 $ 4,961 $ 4,883 The Company did not recognize expense related to performance-based awards during the three or nine months ended September 30, 2020 or 2019 because the associated performance conditions were not deemed probable of achievement. As of September 30, 2020, excluding awards with performance conditions, the total unrecognized compensation expense related to the Company’s option awards was $16.0 million, which the Company expects to recognize over a weighted-average period of approximately 2.70 years. This amount includes the total unrecognized compensation expense for all awards repriced during 2019, including both the unamortized compensation expense related to the original awards plus the incremental compensation expense of the modified award. |
Collaborative Arrangements
Collaborative Arrangements | 9 Months Ended |
Sep. 30, 2020 | |
Collaboration Agreements [Abstract] | |
Collaborative Arrangements | 15. Collaboration agreements Jazz collaboration and license agreement Agreement summary On January 2, 2019, the Company entered into a Collaboration and License Agreement (the Jazz Collaboration Agreement) with Jazz focused on the research, development and commercialization of exosome therapeutics to treat cancer. The Company granted Jazz an exclusive, worldwide, sublicensable, royalty-bearing license to develop, manufacture and commercialize therapeutic candidates directed at up to five oncogene targets (each, a Development and Commercialization License) to be developed using the Company’s engEx Platform for exosome therapeutics. The targets, which include NRAS and STAT3, have been validated in hematological malignancies and solid tumors but generally have been undruggable with current modalities. Four of the targets were identified at the inception of the collaboration (the Initial Collaboration Targets) and Jazz has the option to select a fifth target in accordance with the terms of the Jazz Collaboration Agreement (an Additional Target). Jazz will also have the option to nominate an additional target (a Replacement Target) if two of the Initial Collaboration Targets fail prior to acceptance of an Investigational New Drug application (IND). As set forth in the Jazz Collaboration Agreement, early development will also include different engineered exosomes directed to the same target (each, a Backup Candidate). Under the terms of the Jazz Collaboration Agreement, the Company is responsible for the initial development of therapeutic candidates directed at all five targets as well as the costs associated with such development activities. In addition, the Company is responsible for development costs up to and including IND acceptance, and certain development costs of the Phase 1, Phase 1/2 and Phase 2 clinical trials for each of the first two therapeutic candidates to commence clinical trials. Following the conclusion of the applicable clinical trials for the first two candidates, and for the remaining three candidates, Jazz will be responsible for the further development and associated costs of the therapeutic candidates, including all Phase 3 and any Phase 4 clinical trials, potential regulatory submissions and commercialization for each product at its sole cost and expense. The Company has the option to participate in co-commercialization and cost/profit-sharing in the US and Canada on up to two products, subject to a one-time veto right by Jazz (which exercise of such veto may result in an additional $20.0 million milestone payment to the Company related to regulatory approval of the product). Should the Company choose to exercise this option, the Company and Jazz will equally split most of the remaining development costs and the net profits or losses in the US and Canada, while the Company would receive milestones and royalties for sales in other parts of the world. In the event that the Company does not exercise its option, the Company will receive milestones and royalties based upon sales worldwide. As part of the Jazz Collaboration Agreement, Jazz has paid the Company an up-front payment of $56.0 million. The Company is eligible to receive up to $20.0 million in preclinical development milestone payments, the first of which is for $10.0 million and will be due from Jazz upon the second initiation of IND-enabling toxicology studies for a collaboration target. The Company is also eligible to receive milestone payments totaling up to $200.0 million per product based on IND acceptance, clinical and regulatory milestones, including approvals in the US, the EU and Japan, and sales milestones. In addition, the Company will receive tiered royalties on net sales of each approved product, with percentages ranging from mid-single digits in the lowest tier to high teens in the highest tier, excluding such net sales in the US and Canada if the Company has exercised its option to co-commercialize the related product. The milestone and royalty payments are each subject to reduction under certain specified conditions set forth in the Jazz Collaboration Agreement, provided, however, that in the case of a termination with respect to a licensed compound that is a Development Candidate (as defined below), Jazz will maintain its obligation to reimburse the Company for certain development costs. Either party can terminate the agreement with respect to a region and a target upon the other party’s material breach relating to such region and target, subject to specified notice and cure provisions. Jazz also has the right to terminate the agreement in its entirety or in part (with respect to a particular collaboration target, research program, licensed compound or product, region or, in some cases, country) for convenience at any time upon 180 days’ written notice or for safety reasons immediately upon notice, provided, however, that in the case of a termination for convenience with respect to a licensed compound that is a Development Candidate, Jazz will maintain its obligation to reimburse the Company for certain development costs. Absent early termination, the term of the Jazz Collaboration Agreement will continue on a country-by-country basis and licensed product-by-licensed product basis, until the expiration of the royalty payment obligations for the country and the licensed product (or, in the case of a shared territory for an optioned product, will continue for so long as such optioned product is being sold by Jazz or its affiliates or sublicensees in the shared territory). Any expiration or termination of the Jazz Collaboration Agreement does not affect the rights and obligations of the parties that accrued prior to the expiration or termination date. Upon termination of the Jazz Collaboration Agreement, all licenses granted by the Company to Jazz will immediately terminate. Accounting analysis The Company evaluated the Jazz Collaboration Agreement in accordance with the provisions of ASC 606. The Company concluded that the contract counterparty is a customer in the arrangement. The Company’s obligations under the Jazz Collaboration Agreement comprise the following substantive promises: • Development and Commercialization Licenses for each of the Initial Collaboration Targets (each, a Development and Commercialization License Promise) • Research services related to the conduct of the applicable work plan, which provides a framework for the applicable research activities, performed on a target-by-target basis, pursuant to a program aimed at identifying and evaluating exosome therapeutics directed to the individual targets (each such program for research activities, a Research Program) and sets forth the specific activities to be undertaken over the course of such Research Program, including the associated objectives and timelines therefor (each, a Work Plan) for each of the four Initial Collaboration Targets that are the subject of the collaboration (each, a Research Services Promise) • Preclinical and clinical services related to the completion of the Early Development Plans (as defined below) for each of the four Initial Collaboration Targets that are the subject of the collaboration (each, a Development Services Promise) • Material right associated with Jazz’s ability to obtain either: (i) a Development and Commercialization License, research services pursuant to an associated Work Plan, and preclinical and clinical services pursuant to an associated plan that describes the preclinical studies, manufacturing process development, and clinical development to be performed with respect to an applicable product candidate that the parties determine is suitable for IND-enabling studies (each such product candidate, a Development Candidate) and the associated timelines, budget and resource allocation therefore (each, an Early Development Plan) for an Additional Target or (ii) research services pursuant to an associated Work Plan and preclinical and clinical services pursuant to an associated Early Development Plan for an additional Research Program for one of the Initial Collaboration Targets (an Additional Research Program, and such material right, the Program Material Right Promise) • Material right associated with Jazz’s ability to obtain a Development and Commercialization License, research services pursuant to an associated Work Plan and preclinical and clinical services pursuant to an associated Early Development Plan for a Replacement Target (the Replacement Target Material Right Promise) • Material rights associated with Jazz’s ability to obtain services with respect to non-GLP toxicology studies for two Backup Candidates (each a Backup Candidate Material Right Promise) For purposes of evaluating the Jazz Collaboration Agreement in accordance with ASC 606, the Company has determined that the ability for Jazz to either nominate an Additional Target or request an Additional Research Program represents a material right because the pricing inherent in such option provides the customer with a discount that is incremental to the range of discounts that would otherwise be granted for the related goods and services to comparable customers. More specifically, the Development and Commercialization License and associated research services under the related Work Plan that would be provided pursuant to Jazz’s option to include an Additional Target within the scope of the arrangement would be provided at no additional cost to Jazz. Similarly, the research services under a Work Plan that would be provided upon an exercise of Jazz’s option to request an Additional Research Program would be provided at no additional cost to Jazz. Additionally, the Company has determined that the ability for Jazz to elect a Replacement Target represents a material right because the pricing inherent in such option provides the customer with a discount that is incremental to the range of discounts that would otherwise be granted for the related goods and services to comparable customers. Consistent with an Additional Target, to the extent Jazz requests that a Replacement Target be included within the scope of the arrangement, the Development and Commercialization License and associated research services under the related Work Plan would be provided at no additional cost to Jazz. Lastly, the Company determined that the ability for Jazz to request the Company to render services with respect to non-GLP toxicology studies for certain Backup Candidates represents a material right because the pricing inherent in such option also provides the customer with a discount that is incremental to the range of discounts that would otherwise be granted for the related services to comparable customers. Along the same lines as the other material rights, upon Jazz’s exercise, the Company would render services with respect to the conduct of non-GLP toxicology studies for one Backup Candidate for each of the first two Development Candidates at no cost to Jazz. For purposes of evaluating the Jazz Collaboration Agreement in accordance with ASC 606, the Company determined that the Development and Commercialization License Promise for each of the Initial Collaboration Targets is neither capable of being distinct nor distinct within the context of the contract from the associated Research Services Promise and Development Services Promise. Due to the specialized nature of the services to be provided by the Company, specifically with respect to the Company’s proprietary expertise related to exosome engineering and manufacturing, the customer cannot benefit from or utilize the license without the research and development services. Moreover, the Company concluded that the Development and Commercialization License Promise, Research Services Promise and Development Services Promise for each individual target are interrelated to and interdependent on each other. Due to the nature of the services and capabilities of the parties, the customer cannot derive its intended benefit from the license without the accompanying research and development services to be performed pursuant to the underlying Work Plans and Early Development Plans. The nature of the combined performance obligation is to provide certain research and development services for targets that are designated for inclusion in the arrangement in order to transfer a combined item to the customer in the form of a product candidate for which human proof of concept has been established. As such, the Company has treated the Development and Commercialization License Promise, Research Services Promise and Development Services Promise related to each target as a combined performance obligation (each, a License and Services Performance Obligation; collectively, the License and Services Performance Obligations). However, the Company has determined that the License and Services Performance Obligation associated with each target is distinct from the License and Services Performance Obligation for the other targets because: (i) Jazz can benefit from the license and research and development services for a given target on their own since the results related thereto can be evaluated discretely and (ii) each bundle for an individual target is separately identifiable since it does not affect either the Company’s ability to perform or Jazz’s ability to assess the program for any other target. Thus, the License and Services Performance Obligation for each target is a separate performance obligation. Each of the material right promises has been deemed a distinct performance obligation due to their nature as specified in ASC 606. Therefore, the Company has identified the following eight performance obligations in connection with its obligations under the Jazz Collaboration Agreement: • Combined performance obligation comprising the Development and Commercialization License Promise, Research Services Promise and Development Services Promise for each of the four Initial Collaboration Targets (the License and Services Performance Obligation: Initial Collaboration Target #1, License and Services Performance Obligation: Initial Collaboration Target #2, License and Services Performance Obligation: Initial Collaboration Target #3 and License and Services Performance Obligation: Initial Collaboration Target #4, respectively) • Material right associated with Jazz’s option to request either: (i) an Additional Target or (ii) an Additional Research Program (the Additional Target or Program Material Right Performance Obligation) • Material right associated with Jazz’s option to request a Replacement Target (the Replacement Target Material Right Performance Obligation) • Material right associated with Jazz’s option to request certain Backup Candidates (the Backup Candidate Material Right Performance Obligation: Backup Candidate #1 and Backup Candidate Material Right Performance Obligation: Backup Candidate #2, respectively) At inception of the arrangement, the Company measured the transaction price solely in reference to the $56.0 million non-refundable and non-creditable up-front payment. None of the variable consideration payable under the arrangement was included in the transaction price at inception. The Company estimates the amount of variable consideration to which it expects to be entitled associated with cost reimbursements, in addition to preclinical development, IND acceptance, clinical and regulatory milestones, using the most likely amount method. The Company did not include any cost reimbursements in the transaction price at inception due to the uncertainty around the Company’s receipt of such amounts as it is dependent upon viable product candidates progressing through development. All preclinical development, IND acceptance, clinical and regulatory milestone payments have been excluded from the transaction price at inception due to the uncertainty of initiating the specified phase of preclinical development, achieving the associated development criteria or receiving approval or acknowledgement from the relevant regulatory authorities. Further, regulatory milestone payments will be excluded from the transaction price until the associated regulatory milestone is achieved. The sales milestone payments, royalties and profit share are subject to the royalty recognition constraint because the associated license is deemed to be the sole or predominant item to which the payments relate. The Company will update its assessment of the estimated transaction price at the end of each reporting period and as uncertain events are resolved or other changes in circumstances occur. There have been no changes to the Company’s estimate of variable consideration through September 30, 2020. The Company allocated the transaction price of $56.0 million to each of the identified performance obligations on a relative standalone selling price basis. Certain elements of variable consideration are attributable to specific performance obligations; however, no amounts of variable consideration have been included in the transaction price. Through September 30, 2020, the Company has not achieved any preclinical development, IND acceptance, clinical, regulatory or sales milestones or earned any royalties or profit share under the Jazz Collaboration Agreement. The Company determined the standalone selling prices for each of the performance obligations included in the Jazz Collaboration Agreement considering relevant market conditions, entity-specific factors and information about the customer, while maximizing the use of available observable inputs. As a result, the transaction price was allocated to the identified performance obligations as follows (in thousands): PERFORMANCE OBLIGATION ALLOCATED TRANSACTION PRICE License and Services Performance Obligation: Initial Collaboration Target #1 $ 10,792 License and Services Performance Obligation: Initial Collaboration Target #2 12,974 License and Services Performance Obligation: Initial Collaboration Target #3 12,643 License and Services Performance Obligation: Initial Collaboration Target #4 15,062 Additional Target or Program Material Right Performance Obligation 3,237 Replacement Target Material Right Performance Obligation 1,198 Backup Candidate Material Right Performance Obligation: Backup Candidate #1 47 Backup Candidate Material Right Performance Obligation: Backup Candidate #2 47 Transaction Price $ 56,000 The standalone selling price for each of the License and Services Performance Obligations was estimated using a hybrid approach whereby the standalone selling price for each of the Development and Commercialization License Promises was estimated using an income approach, while the standalone selling price of the Research Services Promises and Development Services Promises for each of the plans associated with the individual targets were estimated using an expected cost-plus margin approach. The discounted cash flow analysis utilized in deriving the estimated standalone selling price for each of the Development and Commercialization License Promises included such key assumptions as: development timeline, revenue forecast, discount rate and probabilities of technical and regulatory success. The cost-plus margin approach utilized in deriving the estimated standalone selling price for the Research Services Promises and Development Services Promises for each target was based on the estimate of the overall effort to perform the underlying Work Plans and Early Development Plans and an estimated market rate for the associated services. The standalone selling prices for the Additional Target or Program Material Right Performance Obligation and Replacement Target Material Right Performance Obligation were estimated based on a similar hybrid approach as the License and Services Performance Obligations, but also contemplated the discount the customer could receive without exercising the corresponding option and the likelihood that the respective option will be exercised. The standalone selling price for the Additional Target or Program Material Right Performance Obligation also reflects the likelihood that each of the alternatives will be selected by Jazz. Lastly, the standalone selling prices for the Backup Candidate Material Right Performance Obligations was estimated using an expected cost-plus margin approach based on the estimate of the overall effort to perform the associated non-GLP toxicology studies. Amounts allocated to each of the License and Services Performance Obligations is recognized as revenue over time commensurate with the term of the associated Research Program and development activities performed pursuant to a program focused on establishing human proof-of-concept for a given target using a proportional performance model which depicts the Company’s performance in transferring control to the customer. The Company utilizes a cost-based input method to measure progress because such method best reflects the satisfaction of the performance obligation as the underlying services are provided. In applying the cost-based input method of revenue recognition, the Company uses actual costs incurred relative to the budgeted costs to complete each of the respective programs. These costs consist primarily of internal full-time equivalent effort and third-party costs. Allocated amounts are recognized as revenue based on actual costs incurred as a percentage of total budgeted costs. A cost-based input method of revenue recognition requires management to make estimates of costs to complete the Company’s performance obligations. In making such estimates, significant judgment is required to evaluate assumptions related to cost estimates. The cumulative effect of revisions to estimated costs to complete the programs is 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. As of September 30, 2020, there has been no significant change in the Company’s assumptions or estimates related to the costs to complete. Amounts allocated to each of the Additional Target or Program Material Right Performance Obligation, Replacement Target Material Right Performance Obligation and Backup Candidate Material Right Performance Obligations will be recognized as revenue upon the earlier of when: (i) the option is exercised wherein the future goods and/or services are transferred or (ii) the option expires. As of September 30, 2020, all of the material rights are outstanding as none of the material rights have either been exercised or have expired. The aggregate amount of the transaction price allocated to the License and Services Performance Obligations that were unsatisfied, as of September 30, 2020 was $50.6 million, which is expected to be recognized over the respective term of the associated Research Program and development activities for each target, through approximately 2025. The aggregate amount of the transaction price allocated to all other performance obligations that were unsatisfied as of September 30, 2020 was $4.5 million, which is expected to be recognized upon the earlier of when the respective option is exercised or expires. The Company’s revenue of $0.2 million during each of the three and nine months ended September 30, 2019 was generated solely from the Jazz Collaboration Agreement. During the three and nine months ended September 30, 2020, the Company recognized $0.2 million and $0.5 million, respectively, of revenue associated with the Jazz Collaboration Agreement. As of September 30, 2020 and December 31, 2019, the Company had $55.1 million and $55.6 million, respectively, of deferred revenue related to the Company’s collaboration with Jazz which is classified as current or long-term in the accompanying condensed consolidated balance sheets based on the expected timing of satisfaction of the underlying goods and/or services. During the three months ended September 30, 2020 and 2019, the Company incurred $1.0 million and $0.8 million of costs associated with its obligations under the arrangement with Jazz which is classified within research and development expenses in the accompanying condensed consolidated statements of operations and comprehensive loss. During the nine months ended September 30, 2020 and 2019, the Company incurred $2.6 million and $1.3 million of costs associated with its obligations under the Jazz Collaboration Agreement, Sarepta license and option agreement Agreement summary On June 17, 2020, the Company entered into a two-year Research License and Option Agreement (the Sarepta Research Agreement) with Sarepta focused on the use of exosomes for non-viral delivery of AAV, gene-editing and RNA therapeutics to address five agreed targets associated with neuromuscular diseases. Pursuant to the Sarepta Research Agreement, the Company is receiving funding to conduct collaborative research and Sarepta has options to enter into exclusive, worldwide licenses for each of the agreed targets to develop, commercialize and manufacture therapeutic candidates developed using the Company’s engEx Platform. For each target option exercised, the Company will be eligible to receive an option exercise fee, milestones and royalties. Each target is well-understood to be therapeutically relevant to its associated neuromuscular disease. Under the terms of the Sarepta Research Agreement, the Company granted to Sarepta a non-exclusive, royalty-free, worldwide license, with a limited right to sublicense, to use certain intellectual property of the Company in the conduct of activities for which Sarepta is responsible under the Sarepta Research Agreement (the Research License). The Sarepta Research Agreement provides that the activities conducted by the parties will be performed in accordance with a research plan which sets forth the activities to be undertaken over the course of the Sarepta Research Agreement covering all targets included in the agreement (the Research Plan). The Company is responsible for the conduct of all activities to which it is assigned under the Research Plan. The Sarepta Research Agreement initially covers five agreed targets as selected by Sarepta at inception of the Sarepta Research Agreement (each, a Research Target). However, Sarepta has the right to replace up to two of the Research Targets with certain other agreed pre-named targets. To the extent a target is replaced, the original target is discontinued as a Research Target under the arrangement and the replacement target becomes a Research Target under the Sarepta Research Agreement. Pursuant to the terms of the Sarepta Research Agreement, the Company granted to Sarepta an option to obtain an exclusive, worldwide, sublicensable license to use certain intellectual property of the Company for the development, manufacturing and commercialization of exosome therapeutic candidates directed to one or more of the Research Targets (each, a Sarepta Option). Each of the licenses that would be issued upon exercise of a Sarepta Option cover the use of the Company’s intellectual property in the exploitation of therapeutics directed to a particular target (each, a Development and Commercialization License). Sarepta Options may be exercised on a Research Target-by-Research Target basis any time prior to completion of the research activities for the respective target, but not later than June 17, 2022, subject to extension to December 17, 2022 (the Option Term). Following option exercise, the parties will execute a definitive license agreement that outlines the terms and conditions of the collaboration arrangement that would govern the further development and commercialization of exosome therapeutics directed to the subject target (the Collaboration Agreement), contingent on remittance of the option exercise fee. Under the terms of the Collaboration Agreement which would be entered into upon the exercise of a Sarepta Option, the Company would be responsible for the conduct of the associated preclinical development through the generation of a development candidate directed to the applicable target in accordance with a plan which sets forth the activities to be conducted with respect to each preclinical development program (each, a Preclinical Development Plan). Additionally, the Company is obligated to provide manufacturing and supply through the completion of Phase 2 clinical trials. The Company is entitled to receive reimbursement of costs incurred with respect to the activities performed in the execution of the Preclinical Development Plans and any manufacturing activities. Following the selection of a development candidate from a preclinical development program, Sarepta is responsible for any further development, regulatory matters and commercialization at its sole cost and expense. Under the terms of the Sarepta Research Agreement, the Company received up-front and non-refundable cash payments totaling $10.0 million, consisting of a $7.0 million up-front payment and a $3.0 million up-front research services prepayment. In addition, the Company is eligible for the reimbursement of costs incurred in the execution of the Research Plan. To the extent Sarepta exercises its option and the parties enter into a Collaboration Agreement with respect to any target included in the arrangement, Sarepta would be obligated to remit an option exercise payment of $12.5 million to the Company per target, up to a total of $62.5 million if all options are exercised. Conditional on the exercise of a Sarepta Option and execution of a Collaboration Agreement, the Company may earn potential development and regulatory milestones and tiered royalties on net sales of licensed products. The Company is eligible to receive up to $192.5 million in development and regulatory milestones per target. One of the selected targets is eligible to generate additional milestone payments on the achievement of certain development and regulatory milestones. Also, to the extent any of the product candidates are commercialized, the Company would be entitled to receive tiered royalty payments ranging from the mid-single digits in the lowest tier to the low teens in the highest tier. Royalties are payable on a licensed product-by-licensed product and country-by-country basis from the first commercial sale until the later of (i) 10 years from first commercial sale, (ii) expiration of all valid claims of licensed patent rights and (iii) expiration of regulatory exclusivity. The royalty payments are subject to reduction under certain conditions to be specified in the Collaboration Agreement. Either party can terminate the Sarepta Research Agreement upon the other party’s material breach, subject to specified notice and cure provisions. Sarepta also has the right to terminate the Sarepta Research Agreement in its entirety or in part (with respect to a particular target) for convenience at any time upon specified written notice, subject to an obligation to pay the Company’s related personnel costs for a specified period of time after the effective date of termination as well as to pay for any unavoidable costs as a result of the termination. Any expiration or termination of the Sarepta Research Agreement does not affect the rights and obligations of the parties that accrued prior to the expiration or termination date. Upon termination of the Sarepta Research Agreement, the license and options granted by the Company to Sarepta will immediately terminate. Absent early termination, the term of the Sarepta Research Agreement will continue for two years plus additional specified time, if needed, for the execution of the Collaboration Agreement should Sarepta exercise its option. Accounting analysis The Company evaluated the Sarepta Research Agreement in accordance with the provisions of ASC 606. The Company concluded that the contract counterparty is a customer in the arrangement. The Company’s obligations under the Sarepta Research Agreement comprise the following seven substantive promises: • Research License covering all of the Research Targets that are the subject of the research alliance (the Research License Promise) • Research services related to the conduct of the Research Plan covering all of the Research Targets that are the subject of the research alliance (the Research Services Promise) • Material rights associated with Sarepta’s ability to obtain a Development and Commercialization License and related preclinical development services and manufacturing for each of the five Research Targets that are the subject of the research alliance (each, a Material |
Other Significant Agreements
Other Significant Agreements | 9 Months Ended |
Sep. 30, 2020 | |
Significant Agreements [Abstract] | |
Other Significant Agreements | 16. Other significant agreements MDACC sponsored research agreement In November 2015, the Company entered into the MDACC Research Agreement with MDACC. Under the MDACC Research Agreement, the Company engaged MDACC to perform research and development services relating to its technology on patients suffering with cancer (the Research Program). MDACC was obligated to use reasonable efforts to conduct the Research Program and furnish the facilities necessary to carry out the program. The Research Program allowed for amendments from time to time during the term, by agreement of the parties, to modify the current Research Program or to add additional research projects for inclusion as part of the Research Program. The MDACC Research Agreement provided the Company with an option to negotiate a license to certain other technology derived from the program in the field of exosome technology. The term of the MDACC Research Agreement was originally scheduled to expire in November 2018. The MDACC Research Agreement was subsequently amended in February 2017 and in April 2018 to extend the term of the MDACC Research Agreement to February 2021 and to modify the payment terms of the MDACC Research Agreement. The MDACC Research Agreement was further amended in September 2019 to terminate the agreement, effective as of December 31, 2019. Under the terms of the MDACC Research Agreement, the Company was obligated to pay fixed tiered quarterly cash payments (the Quarterly Payments) and to issue a fixed number of shares of its Series A Preferred Stock or Series B Preferred Stock to MDACC in consideration for the research services. The Quarterly Payments consisted of the following: (i) direct expenses comprising $1.0 million payable to MDACC in the first year and $1.25 million payable in years two through five, and (ii) overhead charges of 25% of the direct expenses. In addition to the Quarterly Payments, the Company was also obligated to issue an aggregate of 200,000 shares of Series A Preferred Stock in the first year of the arrangement and 20,833 shares of Series B Preferred Stock, quarterly, in years two through five of the MDACC Research Agreement. The Company recognized the payments made to MDACC as research and development expense as incurred. The shares to be issued were expensed on the date the associated Quarterly Payment was due based on the estimated fair value of the underlying series of Redeemable Convertible Preferred Stock on such date. Subsequent to issuance, the Series A Preferred Stock and Series B Preferred Stock issued to MDACC was accounted for consistent with all other outstanding shares of the respective series of Redeemable Convertible Preferred Stock. As noted above, the agreement was terminated as of December 31, 2019. As of December 31, 2019, the Company accrued the final $1.2 million cash payment and 62,500 shares of Series B Preferred Stock related to services provided in 2019. The Company made the final cash payment and issued 62,500 shares of Series B Preferred Stock to MDACC in January 2020. There are no further payments or share issuances owed to MDACC pursuant to the MDACC Research Agreement. For the three and nine months ended September 30, 2019, the Company recognized expense for the estimated fair value of the 20,833 and 62,499 shares of Series B Preferred Stock, respectively, that were due to MDACC totaling $0.1 million and $0.3 million, respectively. During the three and nine months ended September 30, 2019, the Company recognized expenses for the direct expenses and overhead charges of $0.4 million and $1.2 million, respectively. There was no expense recognized in the three and nine months ended September 30, 2020. MDACC in-license agreement In November 2015, the Company entered into a Patent and Technology License Agreement with MDACC, as amended in April 2018 (the MDACC License Agreement). Pursuant to the MDACC License Agreement, the Company holds exclusive worldwide license rights to certain intellectual property relating to the use of exosomes for diagnostic and therapeutic applications and a non-exclusive worldwide license under certain related technologies, with the right to grant sublicenses. The Company also obtained the exclusive right of first negotiation, for a specified time period, for a license to certain of MDACC’s rights in future exosome technology. Under the terms of the MDACC License Agreement, the Company is responsible for all patent costs incurred by MDACC for the underlying licensed technology in excess of $1.5 million from the effective date of the agreement through February 1, 2021, and for all patent costs incurred or invoiced after this date. As of September 30, 2020, there was approximately $0.8 million remaining for funding by MDACC of patent-related costs under the MDACC License Agreement. Pursuant to the MDACC License Agreement, the Company is also required to make future payments to MDACC upon the occurrence of events related to the development of products and upon the achievement of certain development and regulatory approval milestones up to an aggregate of $11.9 million, comprising up to $2.4 million for diagnostic products and up to $9.5 million for therapeutic products. The Company may at its discretion pay up to $4.4 million in such contingent payments in cash or through the issuance of equity in the form of Redeemable Convertible Preferred Stock or common stock, as applicable. Such payments will be expensed or capitalized based on the nature of the associated asset at the date the related contingency is resolved. In addition, the Company is obligated to pay certain payments upon the execution of sublicenses for qualifying products, as well as single digit percentage royalty payments on net sales from a licensed product. The Company was obligated to make a one-time payment to MDACC of amounts ranging from $20.0 million to $150.0 million, if by November 12, 2019, the Company had been acquired or the Company closed an equity financing, and the price per share in such acquisition or equity financing (defined as the average of the closing sale prices for the Company’s common stock for the 30 consecutive trading days immediately preceding the closing), was equal to or in excess of the agreed upon price triggers equating to Company valuations of approximately $1.4 billion to $5.8 billion. If these payments were triggered, the Company could have elected, at its sole discretion, to make such payments in cash or by the issuance of its common stock. Neither an acquisition nor a qualifying equity financing occurred by November 12, 2019, therefore the Company was not obligated to make any payments pursuant to this provision. The MDACC License Agreement will continue until the last to occur of: (i) the expiration of all patents issued underlying the licenses conveyed, (ii) the cancellation, withdrawal or express abandonment of all patent rights underlying the licenses conveyed or (iii) the fifteenth anniversary of the effective date of the agreement. Upon expiration of the MDACC License Agreement, the licenses granted will automatically convert to a fully-paid irrevocable and perpetual license. The Company may terminate the license for convenience upon 180 days prior written notice to MDACC. The license automatically terminates upon the Company’s bankruptcy, if the Company challenges the validity or enforceability of any of the licensed patent rights, or if the Company fails to make a number of payments in a timely manner over a specified period of time. Additionally, MDACC may terminate the license for the Company’s breach subject to certain specified cure periods. As of September 30, 2020, no milestones had been achieved, nor had any royalties, sublicensing fees or other contingent payments been incurred under the MDACC License Agreement. The Company did not make any payments to MDACC for the three or nine months ended September 30, 2020 or 2019 with respect to the MDACC License Agreement. Kayla Therapeutics S.A.S license agreement On November 6, 2018, the Company entered into a License Agreement with Kayla, pursuant to which it obtained a co-exclusive worldwide, sublicensable license under certain patent rights and to related know-how and methods to research, develop, manufacture and commercialize compounds and products covered by such patent rights in all diagnostic, prophylactic and therapeutic uses (the Kayla License Agreement). The foregoing license is co-exclusive with Kayla, but Kayla’s retained rights are subject to certain restrictions. During the first 6 years following the effective date of the Kayla License Agreement, Kayla and its affiliates may not research, develop, manufacture or commercialize anywhere in the world any product containing a small molecule STING agonist and an exosome. In addition, during the term of the Kayla License Agreement, Kayla and its affiliates may not grant a license to any third party under the licensed patent rights to, develop, manufacture or commercialize anywhere in the world a product containing certain STING compounds for therapeutic or veterinary purpose. The Kayla License Agreement also restricts the Company from developing any competing product containing a small molecule STING agonist and an exosome until the expiration of a non-compete period determined by the achievement of clinical milestones. Pursuant to ASC 730, the Company determined that the assets acquired represent in-process research and development with no alternative future use. Therefore, the value of the consideration given for the licenses is expensed to acquired in-process research and development in the period in which it is incurred. In consideration for entering into the Kayla License Agreement, the Company paid an up-front payment of $6.5 million in cash and issued 118,212 shares of common stock. The Company recorded an aggregate of $8.1 million to acquired in-process research and development expense during the year ended December 31, 2018 comprised of: (i) $6.5 million related to the cash payment and (ii) $1.6 million related to the issuance of its common stock based on the fair value of the Company’s common stock at the effective date of the Kayla License Agreement. The Company has certain diligence obligations under the Kayla License Agreement, which include using commercially reasonable efforts to develop, commercialize and market the products developed under the licensed patent rights, including using commercially reasonable efforts to initiate a cohort extension of a Phase 1/2 trial after obtaining IND approval. The Company is also obligated to pay up to $100.0 million in cash payments and up to $13.0 million payable in shares of the Company’s common stock upon the achievement of specified clinical and regulatory milestones, including approvals in the US, the EU and Japan. Such payments will be expensed or capitalized based on the nature of the associated asset at the date the related contingency is resolved. Additionally, the Company is obligated to pay to Kayla a percentage of the payments that the Company receives from sublicensees of the rights licensed to it by Kayla, excluding any royalties. This percentage varies from single digits to low double digits. The first milestone was achieved upon the first dosing of exoSTING to the first subject in the Company’s Phase 1/2 clinical trial in September 2020. Upon achievement of the milestone, the Company was obligated to make a nonrefundable payment of $15.0 million in cash and issue 177,318 shares of common stock to Kayla. The common stock was issued as of the date of dosing, and the cash payment of $15.0 million was accrued as of September 30, 2020. During the three and nine months ended September 30, 2020 the Company recorded $17.7 million to research and development expense under the Kayla License Agreement. The aggregate expenses of $17.7 million comprises the value of the common stock issued to Kayla in the amount of $2.7 million, based on the value of the Company’s common stock on the date the milestone was achieved, and the $15.0 million cash payment. The milestone payment was expensed because the associated asset was in development at the time the contingency that triggered the milestone was achieved. As of September 30, 2020, no other milestones had been achieved. The Company is obligated to pay to Kayla tiered royalties ranging from low single-digits to mid-single-digits based on annual net sales by the Company, its affiliates and its sublicensees of licensed products. The royalty term is determined on a product-by-product and country-by-country basis and continues until the later of (i) the expiration of the last valid claim of the licensed patent rights that covers such product in such country, (ii) the loss or expiration of any period of marketing exclusivity for such product in such country, or (iii) ten years after the first commercial sale of such product in such country; provided that if the royalty is payable when no valid claim covers a given product in a given country, the royalty rate for sales of such product in such country is decreased. The Company may terminate the Kayla License Agreement on a licensed compound-by-licensed compound basis and on a region-by region basis for any reason upon 30 days prior written notice to Kayla. The Company or Kayla may terminate the Kayla License Agreement for the other’s material breach that remains uncured for 60 days after receiving notice thereof. As of September 30, 2020, no royalties, or other contingent payments had been incurred under the Kayla License Agreement. |
Related Parties
Related Parties | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Parties | 17. Related parties One of the Company’s founders who served on the board of directors through February 2019 (the Founder) is a professor and department chairman at MDACC. In connection with the MDACC Research Agreement and the MDACC License Agreement, as of December 31, 2019, the Company had outstanding common stock issued to MDACC and associated entities of 738,134 shares. Additionally, the Company had outstanding Redeemable Convertible Preferred Stock issued to MDACC of 1,587,500 shares of Series A Preferred Stock as of December 31, 2019, and 187,497 shares of Series B Preferred Stock as of December 31, 2019, respectively. As December 31, 2019, the Company had $1.2 million in accrued expenses due to MDACC relating to these arrangements. Effective February 1, 2019, the Founder resigned from the Company’s board of directors and therefore this individual and MDACC were no longer considered to be related parties as of December 31, 2019. The Company has entered into agreements with two of its scientific co-founders, including the Founder, pursuant to which it has granted an aggregate of 1,279,262 shares of restricted stock and 261,263 non-employee stock options for the performance of consulting services. In the aggregate, as of December 31, 2019, such co-founders had outstanding common stock of 1,476,268 shares. In the aggregate, as of December 31, 2019, these co-founders had outstanding stock options of 322,665. Effective February 1, 2019, the Founder resigned from the Company’s board of directors. As of September 30, 2020, the other scientific co-founder continued to serve on the Company’s board of directors. As of September 30, 2020, the other scientific co-founder had outstanding common stock and stock options of 738,134 and 30,701, respectively. |
401(k) Plan
401(k) Plan | 9 Months Ended |
Sep. 30, 2020 | |
Compensation And Retirement Disclosure [Abstract] | |
401(k) Plan | 18. 401(k) plan The Company has a defined contribution savings plan under Section 401(k) of the Internal Revenue Code. This plan covers substantially all employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. The Company matches 50% of the first 6% of an employee’s deferral. The Company’s contributions are expensed in the year for which they are declared. For each of the three months ended September 30, 2020 and 2019, the Company recorded $0.1 million for 401(k) match contributions. For each of the nine months ended September 30, 2020 and 2019, the Company recorded expense of |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 19. Net loss per share Basic and diluted net loss per share attributable to common stockholders was calculated as follows (in thousands, except share and per share data): THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30, 2020 2019 2020 2019 Numerator: Net loss $ (35,293 ) $ (20,663 ) $ (73,708 ) $ (56,322 ) Cumulative dividends on redeemable convertible preferred stock (3,457 ) (3,454 ) (10,296 ) (10,247 ) Net loss attributable to common stockholders $ (38,750 ) $ (24,117 ) $ (84,004 ) $ (66,569 ) Denominator: Weighted average common shares outstanding, basic and diluted 3,020,055 2,995,917 3,008,576 2,986,889 Net loss per share attributable to common stockholders, basic and diluted $ (12.83 ) $ (8.05 ) $ (27.92 ) $ (22.29 ) The following potential common shares, presented based on amounts outstanding at each period end, were excluded from the calculation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have been anti-dilutive: THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30, 2020 2019 2020 2019 Series A redeemable convertible preferred stock 4,247,153 4,247,153 4,247,153 4,247,153 Series B redeemable convertible preferred stock 2,633,138 2,625,142 2,633,138 2,625,142 Series C redeemable convertible preferred stock 2,584,633 2,584,633 2,584,633 2,584,633 Outstanding stock options 4,541,345 4,218,780 4,541,345 4,218,780 14,006,269 13,675,708 14,006,269 13,675,708 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 20. Income taxes During the three and nine months ended September 30, 2020 and 2019, the Company recorded no income tax benefits for the net operating losses incurred or research and development tax credits earned in each interim period due to its uncertainty of realizing a benefit from those items. The Company has evaluated the positive and negative evidence bearing upon its ability to realize the deferred tax assets. Management has considered the Company’s cumulative net losses and its lack of commercialization of any products or generation of any revenue from product sales since inception and has concluded that it is more likely than not that the Company will not realize the benefits of the deferred tax assets. Accordingly, a full valuation allowance has been established against the net deferred tax assets as of September 30, 2020 and December 31, 2019. Management reevaluates the positive and negative evidence at each reporting period. It is the Company’s policy to include penalties and interest expense related to income taxes as a component of income tax expense, as necessary. As of September 30, 2020 or December 31, 2019, the Company had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in the Company’s condensed consolidated statements of operations and comprehensive loss for any of the three or nine months ended September 30, 2020 or 2019. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 21. Subsequent events Reverse stock split On October 2, 2020, the Company’s board of directors and stockholders approved a 1-for-7.8170 reverse stock split. Effective on October 2, 2020, the Company’s issued and outstanding shares of common stock were impacted by the reverse stock split. Stockholders entitled to fractional shares as a result of the reverse stock split will receive a cash payment in lieu of receiving fractional shares. All share and per share data in the condensed consolidated financial statements and notes thereto have been retrospectively revised to reflect the reverse stock split. Shares of common stock underlying outstanding stock options and other equity instruments were proportionately reduced and the respective exercise prices, if applicable, were proportionately increased in accordance with the terms of the appropriate securities agreements. The respective conversion prices related to shares of common stock reserved for issuance upon the conversion of the Company’s Redeemable Convertible Preferred Stock were proportionately increased. Initial public offering On October 16, 2020, the Company completed its IPO, pursuant to which it issued and sold 5,500,000 shares of its common stock at a public offering price of $15.00 per share, resulting in net proceeds of $74.4 million, after deducting underwriting discounts and commissions and other offering expenses. Upon the closing of the IPO, all of the 73,987,407 outstanding shares of the Company’s Redeemable Convertible Preferred Stock automatically converted into 10,065,629 shares of common stock (including additional shares issued to holders of Series B Preferred Stock and Series C Preferred Stock, pursuant to the anti-dilution protective provisions of the Redeemable Convertible Preferred Stock). Upon completion of the offering on October 16, 2020, the Company’s authorized capital stock consists of 150,000,000 shares of common stock, par value $0.0001 per share, and 10,000,000 shares of preferred stock, par value $0.0001 per share, all of which shares of preferred stock are undesignated. 2020 Stock Option and Incentive Plan The 2020 Stock Option and Incentive Plan (the 2020 Plan), was adopted by the board of directors in October 2020, approved by the Company’s stockholders in October 2020 and became effective as of October 12, 2020. The 2020 Plan provides for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock units, and other stock-based awards. The number of shares of the Company’s common stock reserved for issuance under the 2020 Plan is 1,043,402 shares; plus the shares of common stock remaining available for issuance under the 2015 Plan as of October 12, 2020 of 274,057 shares. The number of shares reserved shall be annually increased on the first day of each calendar year beginning on January 1, 2021 and ending on and including January 1, 2030, equal to the lesser of 5% of the number of shares of common stock outstanding on the final day of the immediately preceding calendar year or such lesser number of shares determined by the compensation committee The shares of the Company’s common stock subject to outstanding awards under the 2015 Plan that expire, terminate or are otherwise surrendered, cancelled, forfeited or repurchased by the Company at their original issuance price pursuant to a contractual repurchase right will be added back to the shares of common stock available for issuance under the 2020 Plan. 2020 Employee Stock Purchase Plan The Company’s 2020 Employee Stock Purchase Plan, (the ESPP) was adopted by our board of directors in October 2020, approved by the Company’s stockholders in October 2020 and became effective October 12, 2020. The ESPP initially provides participating employees with the opportunity to purchase up to an aggregate of 208,680 shares of the Company’s common stock. The number of shares of common stock reserved for issuance under the ESPP will automatically increase on each January 1, beginning on January 1, 2021 and ending on January 1, 2030, by the lesser of (i) 834,720 shares of common stock, (ii) 0.5% of the outstanding shares of common stock on the immediately preceding December 31 or (iii) such lesser number of shares as determined by the administrator of the ESPP. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of presentation These condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (ASC) and Accounting Standards Updates (ASUs) of the Financial Accounting Standards Board (FASB). |
Principles of Consolidation | Principles of consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Codiak Securities Corporation. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Actual results could materially differ from those estimates. Management considers many factors in selecting appropriate financial accounting policies and controls, and in developing the estimates and assumptions that are used in the preparation of these financial statements. Management must apply significant judgment in this process. In addition, other factors may affect estimates, including: expected business and operational changes, sensitivity and volatility associated with the assumptions used in developing estimates, and whether historical trends are expected to be representative of future trends. The estimation process often may yield a range of potentially reasonable estimates of the ultimate future outcomes and management must select an amount that falls within that range of reasonable estimates. Significant estimates relied upon in preparing these condensed consolidated financial statements include, among others: estimates related to revenue recognition, the valuation of common stock and stock-based compensation awards, the valuation of redeemable convertible preferred stock, leases, accrued expenses and income taxes. |
Unaudited Interim Financial Information | Unaudited interim financial information The accompanying condensed consolidated balance sheet as of September 30, 2020, the condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2020 and 2019, the condensed consolidated statements of cash flows for the nine months ended September 30, 2020 and 2019, and the condensed consolidated statements of redeemable convertible preferred stock and stockholders’ deficit for the three and nine months ended September 30, 2020 and 2019 are unaudited. The unaudited interim financial statements have been prepared on the same basis as the audited annual financial statements, except for the impact of adopting Leases (Topic 842), Amendments to the FASB Accounting Standards Codification |
Segment | Segments The Company has one operating segment. The Company’s chief operating decision maker, its Chief Executive Officer, manages the Company’s operations on a consolidated basis for the purposes of assessing performance and allocating resources. All of the Company’s long-lived assets are held in the United States. |
Cash, Cash Equivalents and Restricted Cash | Cash, cash equivalents and restricted cash The Company considers all highly liquid investments purchased with original final maturities of three months or less from the date of purchase to be cash equivalents. Cash equivalents comprise money market accounts invested in US Treasury securities. Restricted cash is composed of letters of credit held as collateral related to the Company’s lease arrangements. Restricted cash is classified as either current or non-current based on the term of the underlying lease agreement. A reconciliation of the cash, cash equivalents and restricted cash reported in the condensed consolidated statements of cash flows is as follows (in thousands): AS OF SEPTEMBER 30, 2020 2019 Cash and cash equivalents $ 48,339 $ 32,059 Restricted cash — 367 Restricted cash, net of current portion 4,170 4,170 Total cash, cash equivalents and restricted cash as shown in the condensed consolidated statements of cash flows $ 52,509 $ 36,596 |
Investments | Investments The Company classifies all of its investments as available-for-sale securities. The Company’s investments are measured and reported at fair value using quoted prices in active markets for similar securities. Unrealized gains and losses on available-for-sale securities are reported as accumulated other comprehensive (loss) income, which is a separate component of stockholders’ deficit. The cost of securities sold is determined on a specific identification basis, and realized gains and losses are included in other income (expense), net within the condensed consolidated statements of operations and comprehensive loss. If any adjustment to fair value reflects a decline in the value of the investment that the Company considers to be “other than temporary”, the Company reduces the investment to fair value through a charge to the condensed consolidated statements of operations and comprehensive loss. No such adjustments were necessary during the periods presented. The Company classifies its available-for-sale investments as current assets on the condensed consolidated balance sheets if they mature within one year from the balance sheet date. |
Deferred Offering Costs | Deferred offering costs The Company capitalizes certain legal, accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After the consummation of the equity financing, these costs are recorded in stockholders’ deficit as a reduction of additional paid-in capital or the associated preferred stock account, as applicable. In the event the offering is terminated, all capitalized deferred offering costs are expensed. Such costs are recorded within prepaid expenses and other current assets in the accompanying condensed consolidated balance sheets. Deferred offering costs as of September 30, 2020 were $1.7 million. There were no deferred offering costs as of December 31, 2019. The Company withdrew an initial public offering during 2019. Accordingly, the Company expensed previously capitalized deferred offering costs totaling $1.9 million to general and administrative expenses during the nine months ended September 30, 2019. There were no previously capitalized deferred offering costs expensed during the three months ended September 30, 2019. |
Concentrations of Credit Risk and Significant Suppliers and License Agreements | Concentrations of credit risk and significant suppliers and license agreements Financial instruments that potentially expose the Company to credit risk primarily consist of cash, cash equivalents, restricted cash and investments. The Company maintains its cash, cash equivalent, restricted cash and investment balances with accredited financial institutions and, consequently, the Company does not believe it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. The Company’s cash management and investment policy limits investment instruments to investment-grade securities with the objective to preserve capital and to maintain liquidity until the funds can be used in business operations. Bank accounts in the United States are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. As of September 30, 2020 and December 31, 2019, the Company’s primary operating accounts significantly exceeded the FDIC limits. The Company is presently dependent on third-party manufacturers to supply materials for research and development activities of its programs, including preclinical testing. The Company’s development programs could be adversely affected by a significant interruption in the supply of the necessary materials. The Company is also dependent on third parties who provide license rights used in the development of certain programs. The Company could experience delays in the development of its programs if any of these license agreements are terminated, if the Company fails to meet the obligations required under its arrangements, or if the Company is unable to successfully secure new strategic alliances or licensing agreements. For the three and nine months ended September 30, 2019, Jazz accounted for 100% of total collaboration revenue. For the three months ended September 30, 2020, Jazz accounted for 19% of total collaboration revenue, and Sarepta accounted for 81% of total collaboration revenue. For the nine months ended September 30, 2020, Jazz accounted for 40% of total collaboration revenue and Sarepta accounted for 60% of total collaboration revenue. |
Off-Balance-Sheet Risk | Off-balance sheet risk As of September 30, 2020 and December 31, 2019, the Company had no off-balance sheet risks such as foreign exchange contracts, option contracts or other foreign hedging arrangements. |
Fair Value of Financial Instruments | Fair value of financial instruments The Company is required to disclose information on all assets and liabilities reported at fair value that enables an assessment of the inputs used in determining the reported fair values. FASB ASC Topic 820, Fair Value Measurements and Disclosures Level 1 —Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 —Valuations based on quoted prices for similar assets or liabilities in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3 —Valuations that require inputs that reflect the Company’s own assumptions that are both significant to the fair value measurement and unobservable. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Items measured at fair value on a recurring basis include cash equivalents as of September 30, 2020 and cash equivalents and investments as of December 31, 2019. Certain cash equivalents that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The carrying amounts reflected in the condensed consolidated balance sheets for prepaid expenses and other current assets, accounts payable and accrued expenses approximate their fair values due to their short-term maturities. |
Property and Equipment | Property and equipment Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the assets, which are as follows: ESTIMATED USEFUL LIFE Computer equipment and software 3 years Furniture and fixtures 5 years Laboratory equipment 5 years Leasehold improvements Shorter of useful life or remaining lease term Purchased assets that are not yet in service are recorded to construction-in-process and no depreciation expense is recorded. Once they are placed in service, they are reclassified to the appropriate asset class and depreciated over their respective estimated useful lives. Upon the retirement or sale of an asset, the related cost and accumulated depreciation or amortization is removed from the accounts and any resulting gain or loss is recorded to other income (expense), net. Expenditures for maintenance and repairs are expensed as incurred. |
Impairment of Long-Lived Assets | Impairment of long-lived assets The Company periodically evaluates its long-lived assets, for impairment whenever events or changes in circumstances indicate that a potential impairment may have occurred. If such events or changes in circumstances arise, the Company compares the carrying amount of the long-lived assets to the estimated future undiscounted cash flows expected to be generated by the long-lived assets. If the estimated aggregate undiscounted cash flows are less than the carrying amount of the long-lived assets, an impairment charge, calculated as the amount by which the carrying amount of the assets exceeds the fair value of the assets, is recorded. The fair value of the long-lived assets is determined based on the estimated discounted cash flows expected to be generated from the long-lived assets. The Company has not recorded any such impairment charges during the three or nine months ended September 30, 2020 or 2019. |
Term Loan | Term loan The Company accounts for its Loan and Security Agreement with Hercules as a liability measured at net proceeds less debt discount and is accreted to the associated face value of the term loan over its respective expected term using the effective interest method. The Company considers whether there are any embedded features in its debt instruments that require bifurcation and separate accounting as derivative financial instruments pursuant to FASB ASC Topic 815, Derivatives and Hedging The Company capitalizes certain legal and other third-party fees that are directly associated with obtaining access to capital under credit facilities. Deferred financing costs related to a recognized debt liability are recorded as a reduction of the carrying amount of the debt liability and amortized to interest expense using the effective interest rate method. Deferred financing costs related to the term loans as of September 30, 2020 and December 31, 2019 were $0.1 million. |
Leases | Leases Prior to January 1, 2020, the Company accounted for leases in accordance with FASB ASC 840, Leases Effective January 1, 2020, the Company accounts for leases in accordance with FASB ASC 842, Leases A right-of-use asset represents the economic benefit conveyed to the Company by the right to use the underlying asset over the lease term. A lease liability represents the obligation to make lease payments arising from the lease. The Company elected the practical expedient to not separate lease and non-lease components and therefore measures each lease payment as the total of the fixed lease and non-lease components. Lease liabilities are measured at lease commencement calculated as the present value of the future lease payments in the contract using the rate implicit in the contract, when available. If an implicit rate is not readily determinable, the Company uses an incremental borrowing rate measured as the rate at which the Company could borrow, on a fully collateralized basis, a commensurate loan in the same currency over a period consistent with the lease term at the commencement date. Right-of-use assets are measured as the lease liability plus initial direct costs and prepaid lease payments, less lease incentives granted by the lessor. The lease term is measured as the noncancelable period in the contract, adjusted for any options to extend or terminate when it is reasonably certain the Company will exercise such options. The Company made an accounting policy election to not recognize leases with an initial term of 12 months or less. The Company assesses its right-of-use assets for impairment consistent with the assessment performed for long-lived assets used in operations. The Company’s operating leases are presented in the condensed consolidated balance sheets as operating lease right-of-use assets, classified as non-current assets, and operating lease liabilities, classified as current and long-term liabilities based on the portion of the lease liability that will mature within the proceeding 12 months. Operating lease expense for future lease payments is recognized on a straight-line basis over the lease term. The Company evaluates its subleases in which it is the sublessor to determine whether it is relieved of the primary obligation under the original lease. If it remains the primary obligor, the Company continues to account for the original lease as it did before the commencement of the sublease and reports the sublease income on a gross basis in other income on the condensed consolidated statements of operations and comprehensive loss. |
Redeemable Convertible Preferred Stock | Redeemable convertible preferred stock The Company records all redeemable convertible preferred stock upon issuance at its respective fair value or original issuance price less issuance costs. The Company classifies its redeemable convertible preferred stock outside of stockholders’ deficit as the redemption of such shares is outside the Company’s control. The Company adjusts the carrying values of the redeemable convertible preferred stock to redemption value when the redemption value exceeds the carrying value. |
Revenue Recognition | Revenue recognition The Company recognizes revenue in accordance with FASB ASC Topic 606, Revenue from Contracts with Customers Pursuant to the guidance in ASC 606, the Company accounts for a contract with a customer that is within the scope of ASC 606 when all of the following criteria are met: (i) the arrangement has been approved by the parties and the parties are committed to perform their respective obligations, (ii) each party’s rights regarding the goods and/or services to be transferred can be identified, (iii) the payment terms for the goods and/or services to be transferred can be identified, (iv) the arrangement has commercial substance and (v) collection of substantially all of the consideration to which the Company will be entitled in exchange for the goods and/or services that will be transferred to the customer is probable. The Company assesses the goods and/or services promised within a contract which contains multiple promises to evaluate which promises are distinct. Promises are considered to be distinct and therefore, accounted for as separate performance obligations, provided that: (i) the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer and (ii) the promise to transfer the good or service to the customer is separately identifiable from other promises in the contract. The Company determines that a customer can benefit from a good or service if it could be used, consumed, sold for an amount that is greater than scrap value, or otherwise held in a way that generates economic benefits. Factors that are considered in determining whether or not two or more promises are not separately identifiable include, but are not limited to, the following: (i) the Company provides a significant service of integrating goods and/or services with other goods and/or services promised in the contract, (ii) one or more of the goods and/or services significantly modifies or customizes, or are significantly modified or customized by, one or more of the other goods and/or services promised in the contract and (iii) the goods and/or services are highly interdependent or highly interrelated. Individual goods or services (or bundles of goods and/or services) that meet both criteria for being distinct are accounted for as separate performance obligations. Promises that are not distinct at contract inception are combined into a single performance obligation. Options to acquire additional goods and/or services are evaluated to determine if such option provides a material right to the customer that it would not have received without entering into the contract. If so, the option is accounted for as a separate performance obligation. If not, the option is considered a marketing offer which would be accounted for as a separate contract upon the customer’s election. The terms of the Company’s arrangements include the payment of one or more of the following: (i) non-refundable, up-front fees, (ii) cost reimbursements, (iii) development, regulatory and commercial milestone payments, (iv) royalties on net sales of licensed products and (v) profit share for co-commercialized products. The transaction price generally comprises fixed fees due at contract inception and an estimate of variable consideration for cost reimbursements and milestone payments due upon the achievement of specified events. Additionally, the Company may earn sales milestones, tiered royalties earned when the licensee recognizes net sales of licensed products and potentially profit share related to co-commercialized products. The Company measures the transaction price based on the amount of consideration to which it expects to be entitled in exchange for transferring the promised goods and/or services to the customer. The Company utilizes either the expected value method or the most likely amount method to estimate the amount of variable consideration, depending on which method is expected to better predict the amount of consideration to which it will be entitled. Amounts of variable consideration are included in the transaction price to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. With respect to development and regulatory milestone payments, at the inception of the arrangement, the Company evaluates whether the associated event is considered probable of achievement and estimates the amount to be included in the transaction price using the most likely amount method. As part of the evaluation for development milestone payments, the Company considers several factors, including the stage of development of the targets included in the arrangement, the risk associated with the remaining development work required to achieve the milestone and whether or not the achievement of the milestone is within the Company’s control. Milestone payments that are not within the control of the Company or the licensee, such as those dependent upon receipt of regulatory approval, are not considered to be probable of achievement until the triggering event occurs. With respect to sales-based royalties and profit share payments, including milestone payments based upon the achievement of a certain level of product sales, wherein the license is deemed to be the sole or predominant item to which the payments relate, the Company recognizes revenue upon the later of: (i) when the related sales occur or (ii) when the performance obligation to which some or all of the payment has been allocated has been satisfied (or partially satisfied). To date, the Company has not recognized any development, regulatory or commercial milestones, royalty or profit share revenue resulting from its arrangements with customers. The Company considered the existence of a significant financing component in its arrangements and has determined that a significant financing component does not exist due to the applicability of available practical expedients, existence of substantive business purposes and/or presence of other compelling factors. The Company updates its assessment of the estimated transaction price, including the constraint on variable consideration, at the end of each reporting period and as uncertain events are resolved or other changes in circumstances occur. Any adjustments to the transaction price are recorded on a cumulative catch-up basis, which would affect revenue and net loss in the period of adjustment. The Company generally allocates the transaction price to each performance obligation identified in the contract on a relative standalone selling price basis. However, certain components of variable consideration are allocated specifically to one or more particular performance obligations to the extent both of the following criteria are met: (i) the terms of the payment relate specifically to the efforts to satisfy the performance obligation or transfer the distinct good or service and (ii) allocating the variable amount of consideration entirely to the performance obligation or the distinct good or service is consistent with the allocation objective of the standard whereby the amount allocated depicts the amount of consideration to which the entity expects to be entitled in exchange for transferring the promised goods or services. The Company develops assumptions that require judgment to determine the standalone selling price for each performance obligation identified in the contract. The key assumptions utilized in determining the standalone selling price for the performance obligations may include forecasted revenues, development timelines, estimated research and development costs, discount rates, other comparable transactions, likelihood of exercise and probabilities of technical and regulatory success. Revenue is recognized based on the amount of the transaction price that is allocated to each respective performance obligation when or as the performance obligation is satisfied by transferring a promised good and/or service to the customer. For performance obligations that are satisfied at a point in time, the Company recognizes revenue when control of the goods and/or services is transferred to the customer. For performance obligations that are satisfied over time, the Company recognizes revenue by measuring the progress toward complete satisfaction of the performance obligation using a single method of measuring progress which depicts the performance in transferring control of the associated goods and/or services to the customer. The Company generally uses input methods to measure the progress toward the complete satisfaction of performance obligations satisfied over time. With respect to promises related to a license to intellectual property that is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenue from amounts allocated to the license when the license is transferred to the licensee and the licensee is able to use and benefit from the license. For licenses that are bundled with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenue and net loss in the period of adjustment. The Company receives payments from its licensees in accordance with the terms of the contracts. Up-front payments and fees are recorded as contract liabilities upon receipt or when due and may require deferral of revenue recognition to a future period until the Company performs its obligations under the arrangement. Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified in current liabilities. Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as contract liabilities, net of current portion. Amounts payable to the Company are recorded as accounts receivable when the Company’s right to consideration is unconditional. |
Research and Development Expense | Research and development expense Research and development costs are expensed as incurred. Research and development expenses consist of costs incurred in performing research and development activities, including salaries and benefits, overhead costs, contract services and other related costs. The value of goods and services received from contract research organizations and contract manufacturing organizations in the reporting period are estimated based on the level of services performed, and progress in the period in cases when the Company has not received an invoice from the supplier. In circumstances where amounts have been paid in excess of costs incurred, the Company records a prepaid expense. |
Acquired in-process research and development (IPR&D) | Acquired in-process research and development (IPR&D) If the Company acquires an asset or group of assets under an in-licensing arrangement that do not meet the definition of a business under FASB ASC Topic 805, Business Combinations Research and Development |
Patent Costs | Patent costs Costs to secure, defend and maintain patents are expensed as incurred due to the uncertainty of future benefits and are classified as general and administrative expenses. |
Stock-Based Compensation | Stock-based compensation The Company issues stock-based awards to employees, directors and non-employee consultants and founders, generally in the form of stock options and restricted stock. The Company accounts for its stock-based compensation awards in accordance with FASB ASC Topic 718, Compensation—Stock Compensation Compensation—Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting The Company primarily issues stock options and restricted stock with service-based vesting conditions. Compensation expense related to awards to employees, directors and non-employees with service-based vesting conditions is recognized on a straight-line basis based on the grant date fair value over the associated requisite service period of the award, which is generally the vesting term. For awards to employees with performance-based vesting conditions and/or market conditions, the Company recognizes expense based on the grant date fair value over the associated requisite service period of the award using the accelerated attribution model if, and to the extent that, achievement of the performance condition is determined to be probable. If the actual achievement of the Company’s awards that contain performance-based conditions vary from management’s estimates, stock-based compensation expense could be materially different than what is recorded in the period. The cumulative effect on current and prior periods of a change in the estimated time to vesting for awards that contain performance-based conditions will be recognized as compensation cost in the current period. The Company recognizes forfeitures as they occur. The Company determines the fair value of restricted stock awards in reference to the fair value of its common stock less any applicable purchase price. The Company estimates the fair value of its stock options granted with service-based and/or performance-based vesting conditions using the Black-Scholes option pricing model, which requires inputs of subjective assumptions, including: (i) the expected volatility of its common stock, (ii) the expected term of the award, (iii) the risk-free interest rate, (iv) expected dividends and (v) the fair value of its common stock. Due to the lack of company-specific historical and implied volatility data, the Company bases the estimate of expected volatility on the historical volatilities of a representative group of publicly traded guideline companies. For these analyses, the Company selects companies with comparable characteristics and with historical share price information that approximates the expected term of the stock-based awards. The Company computes the historical volatility data using the daily closing prices for the selected companies’ shares during the equivalent period that approximates the calculated expected term of its stock options. The Company will continue to apply this method until a sufficient amount of historical information regarding the volatility of its own stock price becomes available. The Company estimates the expected term of its stock options granted to employees and directors using the simplified method, whereby the expected term equals the average of the vesting term and the original contractual term of the option. The Company utilizes this method as it does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term. Similarly, following the adoption of ASU 2018-07 on January 1, 2019, the Company has elected to use the expected term for stock options granted to non-employees, using the simplified method, as the basis for the expected term assumption. However, the Company may elect to use either the contractual term or the expected term for stock options granted to non-employees on an award-by-award basis. For the determination of the risk-free interest rates, the Company utilizes the US Treasury yield curve for instruments in effect at the time of measurement with a term commensurate with the expected term assumption. The expected dividend yield is assumed to be zero as the Company has never paid dividends and does not have current plans to pay any dividends on its common stock. Historically, for periods prior to the IPO, the fair value of equity instruments underlying the Company’s stock-based awards was determined on each grant date by its board of directors, or compensation committee thereof, based on valuation estimates from management considering its most recently available independent third-party valuation of such equity instruments. The Company’s board of directors, or the compensation committee thereof, also assessed and considered, with input from management, additional objective and subjective factors that it believed were relevant and which may have changed from the date of the most recent valuation through the grant date. The Company estimates the fair value of stock options granted with market conditions using a Monte Carlo simulation approach. The Monte Carlo simulation approach contemplates various scenarios under which the specified market conditions could be achieved, which requires inputs of subjective assumptions, including the expected volatility of the Company’s stock price and interest rates to generate potential future outcomes. These variables are projected based on the Company’s historical data, experience, and other factors. The Company classifies stock-based compensation expense in the condensed consolidated statements of operations and comprehensive loss in the same manner in which the award recipient’s salary and related costs are classified or in which the award recipient’s service payments are classified, as applicable. |
Income Taxes | Income taxes Income taxes are recorded in accordance with FASB ASC Topic 740, Income Taxes Valuation allowances are provided if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company makes estimates and judgments about future taxable income based on assumptions that are consistent with the Company’s plans and estimates. Should the actual amounts differ from these estimates, the amount of the Company’s valuation allowance could be materially impacted. Changes in these estimates may result in significant increases or decreases to the tax provision in a period in which such estimates are changed, which in turn would affect net income or loss. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit to the extent that the position is more likely than not to be sustained on examination by the taxing authorities based on the technical merits of the position as well as consideration of the available facts and circumstances. The Company records interest and penalties related to uncertain tax positions, if applicable, as a component of income tax expense. |
Comprehensive Loss | Comprehensive loss Comprehensive loss includes net loss as well as other changes in stockholders’ deficit that result from transactions and economic events other than those with stockholders. For the three and nine months ended September 30, 2020 and 2019, other comprehensive (loss) income included unrealized gains and losses on investments. |
Net Loss Per Share | Net loss per share The Company follows the two-class method when computing net loss per share attributable to common stockholders as the Company has issued shares that meet the definition of participating securities. The two-class method determines net loss per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income (losses) for the period to be allocated between common and participating securities based upon their respective rights to share in the earnings as if all income (losses) for the period had been distributed. During periods of income loss, there is no allocation required under the two-class method since the participating securities do not have a contractual obligation to fund the losses of the Company. Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period, which excludes shares of restricted common stock that are not vested. Diluted net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period, including the effect of potentially dilutive common shares. For purpose of this calculation, outstanding options to purchase shares of common stock, unvested shares of restricted common stock and shares of redeemable convertible preferred stock are considered potentially dilutive common shares. The Company has generated a net loss in all periods presented so the basic and diluted net loss per share attributable to common stockholders are the same, as the inclusion of the potentially dilutive securities would be anti-dilutive. |
Emerging Growth Company Status | Emerging growth company status The Company is an “emerging growth company” (EGC), as defined in the Jumpstart Our Business Startups Act (JOBS Act), and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not EGCs. The Company may take advantage of these exemptions until it is no longer an EGC under Section 107 of the JOBS Act, which provides that an EGC can take advantage of the extended transition period afforded by the JOBS Act for the implementation of new or revised accounting standards. The Company has elected to use the extended transition period for complying with new or revised accounting standards, and as a result of this election, the condensed consolidated financial statements may not be comparable to companies that comply with public company FASB standards’ effective dates. The Company may take advantage of these exemptions up until the last day of the fiscal year following the fifth anniversary of the offering or such earlier time that it is no longer an EGC. |
Recent Accounting Pronouncements | Recent accounting pronouncements Recently adopted accounting pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), Amendments to the FASB Accounting Standards Codification The Company adopted the new leasing standards on January 1, 2020, using a modified retrospective transition approach applied to leases existing as of January 1, 2020. The Company has elected to apply the package of practical expedients which allows entities not to reassess whether contracts are or contain leases, lease classification, and whether initial direct costs qualify for capitalization. Additionally, the Company has elected not to separate lease and non-lease components and not to recognize leases with an initial term of 12 months or less. The cumulative effect of the adoption of ASC 842 on the Company’s condensed consolidated balance sheet as of January 1, 2020 was as follows (in thousands): BALANCE AS OF DECEMBER 31, 2019 IMPACT OF ADOPTION BALANCE AS OF JANUARY 1, 2020 Prepaid expenses and other current assets $ 10,370 $ (5,910 ) $ 4,460 Operating lease right-of-use asset $ — $ 23,186 $ 23,186 Total assets $ 115,962 $ 17,276 $ 133,238 Deferred rent $ 814 $ (814 ) $ — Operating lease liability $ — $ 263 $ 263 Deferred rent, net of current portion $ 9,814 $ (9,814 ) $ — Operating lease liability, net of current portion $ — $ 27,641 $ 27,641 Total liabilities $ 94,011 $ 17,276 $ 111,287 The adoption of ASC 842 did not have an impact to the Company’s condensed consolidated statements of operations and comprehensive loss, statements of cash flows or statements of redeemable convertible preferred stock and stockholders’ deficit. In July 2017, the FASB issued ASU No. 2017-11 , Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815) I. Accounting for Certain Financial Instruments with Down Round Features II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception 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 June 2018, the FASB issued ASU No. 2018-07, Compensation—Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers In November 2018, the FASB issued ASU No. 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606 Collaborative Arrangements Recently issued accounting pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption. In December 2019, the FASB issued ASU No. 2019-12 Income Taxes (Topic 740)-Simplifying the Accounting for Income Taxes In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326) . |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Reconciliation of Cash, Cash Equivalents and Restricted Cash | A reconciliation of the cash, cash equivalents and restricted cash reported in the condensed consolidated statements of cash flows is as follows (in thousands): AS OF SEPTEMBER 30, 2020 2019 Cash and cash equivalents $ 48,339 $ 32,059 Restricted cash — 367 Restricted cash, net of current portion 4,170 4,170 Total cash, cash equivalents and restricted cash as shown in the condensed consolidated statements of cash flows $ 52,509 $ 36,596 |
Property and Equipment Estimated Useful Lives | Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the assets, which are as follows: ESTIMATED USEFUL LIFE Computer equipment and software 3 years Furniture and fixtures 5 years Laboratory equipment 5 years Leasehold improvements Shorter of useful life or remaining lease term |
ASU 2016-02 | |
Cumulative Effect of Adoption of ASC 842 | The cumulative effect of the adoption of ASC 842 on the Company’s condensed consolidated balance sheet as of January 1, 2020 was as follows (in thousands): BALANCE AS OF DECEMBER 31, 2019 IMPACT OF ADOPTION BALANCE AS OF JANUARY 1, 2020 Prepaid expenses and other current assets $ 10,370 $ (5,910 ) $ 4,460 Operating lease right-of-use asset $ — $ 23,186 $ 23,186 Total assets $ 115,962 $ 17,276 $ 133,238 Deferred rent $ 814 $ (814 ) $ — Operating lease liability $ — $ 263 $ 263 Deferred rent, net of current portion $ 9,814 $ (9,814 ) $ — Operating lease liability, net of current portion $ — $ 27,641 $ 27,641 Total liabilities $ 94,011 $ 17,276 $ 111,287 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Assets Measured at Fair Value on a Recurring Basis | The following tables present information about the Company’s assets measured at fair value on a recurring basis, and indicate the level of the fair value hierarchy utilized to determine such fair values (in thousands): SEPTEMBER 30, 2020 TOTAL LEVEL 1 LEVEL 2 LEVEL 3 NOT SUBJECT TO LEVELING(1) Assets: Cash equivalents: Money market funds $ 16,334 $ — $ — $ — $ 16,334 $ 16,334 $ — $ — $ — $ 16,334 DECEMBER 31, 2019 TOTAL LEVEL 1 LEVEL 2 LEVEL 3 NOT SUBJECT TO LEVELING(1) Assets: Cash equivalents: Money market funds $ 2,789 $ — $ — $ — $ 2,789 Investments: US Treasury bonds 73,065 — 73,065 — — $ 75,854 $ — $ 73,065 $ — $ 2,789 (1) Certain cash equivalents that are valued using the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. |
Investments (Tables)
Investments (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Investments Debt And Equity Securities [Abstract] | |
Fair Value of Available-for-Sale Investments by Type of Security | The fair value of available-for-sale investments by type of security was as follows (in thousands): DECEMBER 31, 2019 AMORTIZED COST GROSS UNREALIZED GAIN GROSS UNREALIZED LOSS FAIR VALUE Investments: $ 73,022 $ 43 $ — $ 73,065 US Treasury bonds $ 73,022 $ 43 $ — $ 73,065 |
Prepaids and Other Current As_2
Prepaids and Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Prepaid Expense And Other Assets Current [Abstract] | |
Components of Prepaid and Other Current Assets | Prepaid expenses and other current assets consisted of the following (in thousands): SEPTEMBER 30, 2020 DECEMBER 31, 2019 Receivable from landlord $ — $ 5,910 Manufacturing costs 214 2,596 Clinical trial costs 670 — Deferred offering costs 1,660 — Other prepaid expenses and other current assets 1,478 1,864 $ 4,022 $ 10,370 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net, consisted of the following (in thousands): SEPTEMBER 30, 2020 DECEMBER 31, 2019 Computer equipment and software $ 159 $ 93 Furniture and fixtures 1,276 253 Laboratory equipment 14,483 8,595 Leasehold improvements 19,215 2,431 Construction-in-process 5,618 12,381 $ 40,751 $ 23,753 Less: Accumulated depreciation and amortization (9,207 ) (6,127 ) $ 31,544 $ 17,626 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following (in thousands): SEPTEMBER 30, 2020 DECEMBER 31, 2019 Accrued employee compensation $ 5,028 $ 4,128 Accrued license milestone 15,000 — Accrued external research and development costs 1,290 7,118 Accrued professional services and consulting 1,480 608 Accrued facilities costs 583 3,709 Other accrued expenses 477 255 $ 23,858 $ 15,818 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Components of Operating Lease Costs | The components of operating lease costs were as follows (in thousands): THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30, 2020 2020 Operating lease costs $ 1,206 $ 3,627 Short-term lease costs 5 14 Variable lease costs 553 1,663 Sublease income (337 ) (495 ) $ 1,427 $ 4,809 |
Schedule of Undiscounted Cash Flows Used in Calculating the Operating Lease Liabilities and Amounts to be Received under the Sublease | Undiscounted cash flows used in calculating the Company’s operating lease liabilities and amounts to be received under the sublease at 35 CambridgePark Drive as of September 30, 2020 are as follows (in thousands): YEAR ENDED DECEMBER 31, OPERATING LEASE PAYMENTS SUBLEASE RECEIPTS NET OPERATING LEASE PAYMENTS 2020 (excluding the nine months ended September 30, 2020) $ 1,221 $ 313 $ 908 2021 5,919 1,273 4,646 2022 6,123 483 5,640 2023 6,307 — 6,307 2024 6,496 — 6,496 Thereafter 34,978 — 34,978 Total undiscounted cash flows $ 61,044 $ 2,069 $ 58,975 Less: Amounts representing interest (22,164 ) Present value of lease liabilities $ 38,880 |
Schedule of Future Minimum Lease Payments under Non-cancelable Operating Leases | Prior to the adoption of ASC 842, future minimum lease payments under non-cancelable operating leases as of December 31, 2019 were as follows (in thousands): YEAR ENDED DECEMBER 31, TOTAL 2020 $ 6,030 2021 5,945 2022 6,123 2023 6,307 2024 6,496 Thereafter 34,978 $ 65,879 |
Indebtedness (Tables)
Indebtedness (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Future Principal Payments | The future principal payments under the Loan Agreement are as follows as of September 30, 2020 (in thousands): YEAR ENDED DECEMBER 31, PRINCIPAL 2020 $ — 2021 — 2022 6,106 2023 9,888 2024 9,006 $ 25,000 |
Common Stock (Tables)
Common Stock (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Common Stock Number Of Shares Par Value And Other Disclosures [Abstract] | |
Shares of Common Stock Reserved for Future Issuance | The Company had the following shares of common stock reserved for future issuance: SEPTEMBER 30, 2020 DECEMBER 31, 2019 Series A redeemable convertible preferred stock 4,247,153 4,247,153 Series B redeemable convertible preferred stock 2,633,138 2,625,142 Series C redeemable convertible preferred stock 2,584,633 2,584,633 Common stock reserved for exercises of outstanding stock options issued under the 2015 Stock Option and Grant Plan, as amended 4,541,345 4,251,914 Common stock reserved for issuances under the 2015 Stock Option and Grant Plan, as amended 274,057 72,781 14,280,326 13,781,623 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Temporary Equity [Abstract] | |
Schedule of Redeemable Convertible Preferred Stock | The Company’s Redeemable Convertible Preferred Stock consisted of the following (in thousands, except share amounts): AS OF SEPTEMBER 30, 2020 PREFERRED SHARES AUTHORIZED PREFERRED SHARES ISSUED AND OUTSTANDING CARRYING VALUE REDEMPTION VALUE LIQUIDATION PREFERENCE COMMON STOCK ISSUABLE UPON CONVERSION Series A 33,200,000 33,200,000 $ 46,162 $ 46,162 $ 46,162 4,247,153 Series B 21,400,000 20,583,328 84,769 84,769 84,769 2,633,138 Series C 20,204,100 20,204,079 94,102 94,102 94,102 2,584,633 74,804,100 73,987,407 $ 225,033 $ 225,033 $ 225,033 9,464,924 AS OF DECEMBER 31, 2019 PREFERRED SHARES AUTHORIZED PREFERRED SHARES ISSUED AND OUTSTANDING CARRYING VALUE REDEMPTION VALUE LIQUIDATION PREFERENCE COMMON STOCK ISSUABLE UPON CONVERSION Series A 33,200,000 33,200,000 $ 44,169 $ 44,169 $ 44,169 4,247,153 Series B 21,400,000 20,520,828 81,108 80,874 80,874 2,625,142 Series C 20,204,100 20,204,079 89,507 89,507 89,507 2,584,633 74,804,100 73,924,907 $ 214,784 $ 214,550 $ 214,550 9,456,928 |
Schedule of Cumulative Dividends on Redeemable Convertible Preferred Stock | The Company’s cumulative dividends on its Redeemable Convertible Preferred Stock were as follows (in thousands): AS OF AS OF SEPTEMBER 30, 2020 DECEMBER 31, 2019 Series A $ 12,962 $ 10,969 Series B 23,019 19,312 Series C 17,577 12,982 $ 53,558 $ 43,263 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Summary of Stock Option Activity | The following table summarizes the Company’s stock option activity: NUMBER OF SHARES WEIGHTED AVERAGE EXERCISE PRICE PER SHARE WEIGHTED AVERAGE REMAINING CONTRACTUAL TERM AGGREGATE INTRINSIC VALUE (1) (In years) (In thousands) Outstanding as of December 31, 2019 4,251,914 $ 7.78 8.03 $ 10,515 Granted 623,935 13.87 Exercised (20,998 ) 6.78 Forfeited/Cancelled (313,506 ) 9.86 Outstanding as of September 30, 2020 4,541,345 $ 8.47 7.54 $ 29,950 Exercisable as of December 31, 2019 1,685,871 $ 5.16 6.83 $ 8,569 Vested and expected to vest as of December 31, 2019 4,178,357 $ 7.74 8.01 $ 10,448 Exercisable as of September 30, 2020 2,393,627 $ 6.37 6.63 $ 20,662 Vested and expected to vest as of September 30, 2020 4,467,788 $ 8.46 7.52 $ 29,533 |
Schedule of Components and Classification of Stock-Based Compensation Expense | The following table presents the components and classification of stock-based compensation expense (in thousands): THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30, 2020 2019 2020 2019 Research and development $ 942 $ 1,343 $ 2,763 $ 2,575 General and administrative 878 1,006 2,198 2,308 $ 1,820 $ 2,349 $ 4,961 $ 4,883 Employee $ 1,730 $ 1,937 $ 4,609 $ 3,888 Non-employee 90 412 352 995 $ 1,820 $ 2,349 $ 4,961 $ 4,883 |
Service-Based Awards | |
Summary of Key Assumptions Used for Stock Option Valuation | The key assumptions used in the Black-Scholes option pricing model on the date of grant for options with service-based vesting conditions were as follows, presented on a weighted average basis: THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30, 2020 2019 2020 2019 Risk-free interest rate 0.41 % 1.82 % 0.74 % 2.23 % Expected term (in years) 6.25 6.25 6.25 6.25 Expected volatility 68.63 % 67.41 % 68.13 % 67.60 % Expected dividend yield 0.00 % 0.00 % 0.00 % 0.00 % Fair value per share of common stock $ 15.76 $ 10.25 $ 13.87 $ 14.85 |
Award Repricing | |
Summary of Key Assumptions Used for Stock Option Valuation | The key assumptions used in the Black-Scholes option pricing model on the date of repricing for the affected options were as follows, presented on a weighted average basis: Risk-free interest rate 1.86 % Expected term (in years) 5.79 Expected volatility 66.56 % Expected dividend yield 0.00 % Fair value per share of common stock $ 10.25 |
Performance-Based Awards | |
Summary of Key Assumptions Used for Stock Option Valuation | The key assumptions used in the Black-Scholes option pricing model on the date of grant for performance-based awards granted to employees were as follows, presented on a weighted average basis: THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2019 Risk-free interest rate 1.89 % Expected term (in years) 6.25 Expected volatility 67.45 % Expected dividend yield 0.00 % Fair value per share of common stock $ 10.25 |
Collaborative Arrangements (Tab
Collaborative Arrangements (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Schedule of Changes in Contract Assets and Liabilities | The following tables present changes in the Company’s contract assets and liabilities for the nine months ended September 30, 2020 (in thousands): NINE MONTHS ENDED SEPTEMBER 30, 2020 BALANCE BEGINNING OF PERIOD ADDITIONS DEDUCTIONS BALANCE END OF PERIOD Contract assets: Accounts receivable $ — $ 10,000 $ (10,000 ) $ — Contract liabilities: Deferred revenue $ 55,612 $ 10,000 $ (1,275 ) $ 64,337 |
Schedule of Revenue Recognized | During the three and nine months ended September 30, 2020 and 2019, the Company recognized the following revenue (in thousands): THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30, 2020 2019 2020 2019 Revenue recognized in the period from: Amounts included in deferred revenue at the beginning of the period $ 184 $ 151 $ 505 $ 238 Performance obligations satisfied in prior periods $ — $ — $ — $ — |
Jazz Pharmaceuticals Ireland Limited | |
Schedule of Transaction Price Allocated to Identified Performance Obligations | As a result, the transaction price was allocated to the identified performance obligations as follows (in thousands): PERFORMANCE OBLIGATION ALLOCATED TRANSACTION PRICE License and Services Performance Obligation: Initial Collaboration Target #1 $ 10,792 License and Services Performance Obligation: Initial Collaboration Target #2 12,974 License and Services Performance Obligation: Initial Collaboration Target #3 12,643 License and Services Performance Obligation: Initial Collaboration Target #4 15,062 Additional Target or Program Material Right Performance Obligation 3,237 Replacement Target Material Right Performance Obligation 1,198 Backup Candidate Material Right Performance Obligation: Backup Candidate #1 47 Backup Candidate Material Right Performance Obligation: Backup Candidate #2 47 Transaction Price $ 56,000 |
Sarepta Therapeutics | |
Schedule of Transaction Price Allocated to Identified Performance Obligations | As a result, the transaction price was allocated to the identified performance obligations as follows: PERFORMANCE OBLIGATION ALLOCATED TRANSACTION PRICE Research License and Services Performance Obligation $ 11,000 Material Right Performance Obligation: Research Target #1 1,400 Material Right Performance Obligation: Research Target #2 1,400 Material Right Performance Obligation: Research Target #3 1,400 Material Right Performance Obligation: Research Target #4 1,400 Material Right Performance Obligation: Research Target #5 1,400 Transaction Price $ 18,000 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Loss Per Share Attributable to Common Stockholders | Basic and diluted net loss per share attributable to common stockholders was calculated as follows (in thousands, except share and per share data): THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30, 2020 2019 2020 2019 Numerator: Net loss $ (35,293 ) $ (20,663 ) $ (73,708 ) $ (56,322 ) Cumulative dividends on redeemable convertible preferred stock (3,457 ) (3,454 ) (10,296 ) (10,247 ) Net loss attributable to common stockholders $ (38,750 ) $ (24,117 ) $ (84,004 ) $ (66,569 ) Denominator: Weighted average common shares outstanding, basic and diluted 3,020,055 2,995,917 3,008,576 2,986,889 Net loss per share attributable to common stockholders, basic and diluted $ (12.83 ) $ (8.05 ) $ (27.92 ) $ (22.29 ) |
Anti-dilutive Securities Excluded from Calculation of Diluted Net Loss Per Share Attributable to Common Stockholders | The following potential common shares, presented based on amounts outstanding at each period end, were excluded from the calculation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have been anti-dilutive: THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30, 2020 2019 2020 2019 Series A redeemable convertible preferred stock 4,247,153 4,247,153 4,247,153 4,247,153 Series B redeemable convertible preferred stock 2,633,138 2,625,142 2,633,138 2,625,142 Series C redeemable convertible preferred stock 2,584,633 2,584,633 2,584,633 2,584,633 Outstanding stock options 4,541,345 4,218,780 4,541,345 4,218,780 14,006,269 13,675,708 14,006,269 13,675,708 |
Nature of the Business - Additi
Nature of the Business - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 16, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 |
Nature Of Business [Line Items] | ||||||
Entity date of incorporation | Jun. 12, 2015 | |||||
Redeemable convertible preferred stock outstanding | 73,987,407 | 73,987,407 | 73,924,907 | |||
Convertible preferred stock converted into common stock | 9,464,924 | 9,464,924 | 9,456,928 | |||
Common stock, shares authorized | 150,000,000 | 150,000,000 | 120,000,000 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Accumulated deficit | $ 270,133 | $ 270,133 | $ 192,878 | |||
Net losses | 35,293 | $ 20,663 | 73,708 | $ 56,322 | ||
Negative cash flows from operations | 29,491 | $ (12,917) | ||||
Cash and cash equivalents and investments | $ 48,300 | 48,300 | ||||
Net proceeds from IPO | $ 74,400 | |||||
Subsequent Event | IPO | ||||||
Nature Of Business [Line Items] | ||||||
Common stock, shares issued | 5,500,000 | |||||
Common stock, offering price | $ 15 | |||||
Net proceeds from issuance of common stock | $ 74,400 | |||||
Convertible preferred stock converted into common stock | 10,065,629 | |||||
Common stock, shares authorized | 150,000,000 | |||||
Common stock, par value | $ 0.0001 | |||||
Preferred stock, shares authorized | 10,000,000 | |||||
preferred stock, par value | $ 0.0001 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)Segment | Sep. 30, 2019USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2019USD ($) | Jun. 30, 2019USD ($) | Dec. 31, 2018USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Number of operating segments | Segment | 1 | |||||||
Other-than-temporary fair value adjustments of available-for-sale securities, recognized in earnings | $ 0 | $ 0 | $ 0 | $ 0 | ||||
Deferred offering costs | 1,660,000 | 0 | 1,660,000 | 0 | $ 0 | |||
Offering expenses | 1,900,000 | |||||||
Off-balance sheet risks, assets | 0 | 0 | 0 | |||||
Off-balance sheet risks, liabilities | 0 | 0 | 0 | |||||
Depreciation expense | 3,080,000 | 1,814,000 | ||||||
Impairment charges recorded on long-lived assets | 0 | 0 | 0 | 0 | ||||
Cumulative effect of adoption | $ (269,070,000) | $ (170,088,000) | $ (269,070,000) | $ (170,088,000) | $ (234,838,000) | (192,833,000) | $ (148,314,000) | $ (108,991,000) |
ASU 2016-02 | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Date of adoption | Jan. 1, 2020 | Jan. 1, 2020 | ||||||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | true | ||||||
ASU 2017-11 | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Date of adoption | Jan. 1, 2020 | Jan. 1, 2020 | ||||||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | true | ||||||
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true | true | ||||||
ASU 2018-13 | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Date of adoption | Jan. 1, 2020 | Jan. 1, 2020 | ||||||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | true | ||||||
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true | true | ||||||
ASU 2018-07 | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Date of adoption | Jan. 1, 2019 | Jan. 1, 2019 | ||||||
Change in Accounting Principle, Accounting Standards Update, Early Adoption [true false] | true | true | ||||||
ASU 2014-09 | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Date of adoption | Jan. 1, 2019 | Jan. 1, 2019 | ||||||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | true | ||||||
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true | true | ||||||
ASU 2018-18 | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Date of adoption | Jan. 1, 2019 | Jan. 1, 2019 | ||||||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | true | ||||||
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true | true | ||||||
Term Loan | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Deferred financing costs | $ 100,000 | $ 100,000 | $ 100,000 | |||||
Construction In Progress | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Depreciation expense | $ 0 | |||||||
Revenue Benchmark | Jazz Pharmaceuticals | Revenue from Rights Concentration Risk | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Concentration risk percentage | 19.00% | 100.00% | 40.00% | 100.00% | ||||
Revenue Benchmark | Sarepta Therapeutics | Revenue from Rights Concentration Risk | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Concentration risk percentage | 81.00% | 60.00% | ||||||
Maximum | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
FDIC insured amount | $ 250,000 | $ 250,000 | ||||||
Maximum | ASU 2018-07 | Cumulative Effect, Period of Adoption, Adjustment | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Cumulative effect of adoption | $ 100,000 | $ 100,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 |
Accounting Policies [Abstract] | |||
Cash and cash equivalents | $ 48,339,000 | $ 10,316,000 | $ 32,059,000 |
Restricted cash | 0 | 367,000 | 367,000 |
Restricted cash, net of current portion | 4,170,000 | $ 4,170,000 | 4,170,000 |
Total cash, cash equivalents and restricted cash as shown in the condensed consolidated statements of cash flows | $ 52,509,000 | $ 36,596,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Property and Equipment Estimated Useful Lives (Details) | 9 Months Ended |
Sep. 30, 2020 | |
Computer Equipment and Software | |
Property Plant And Equipment [Line Items] | |
Computer equipment and software | 3 years |
Furniture and Fixtures | |
Property Plant And Equipment [Line Items] | |
Computer equipment and software | 5 years |
Laboratory Equipment | |
Property Plant And Equipment [Line Items] | |
Computer equipment and software | 5 years |
Leasehold Improvements | |
Property Plant And Equipment [Line Items] | |
Leasehold improvements | Shorter of useful life or remaining lease term |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Cumulative Effect of Adoption of ASC 842 (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Jan. 01, 2020 | Dec. 31, 2019 |
Summary Of Significant Accounting Policies [Line Items] | |||
Prepaid expenses and other current assets | $ 4,022 | $ 10,370 | |
Operating lease right-of-use assets | 22,226 | ||
Total assets | 110,351 | 115,962 | |
Deferred rent | 814 | ||
Operating lease liabilities | 1,778 | ||
Deferred rent, net of current portion | 9,814 | ||
Operating lease liability, net of current portion | 37,102 | ||
Total liabilities | $ 154,388 | $ 94,011 | |
ASU 2016-02 | Impact of Adoption | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Prepaid expenses and other current assets | $ (5,910) | ||
Operating lease right-of-use assets | 23,186 | ||
Total assets | 17,276 | ||
Deferred rent | (814) | ||
Operating lease liabilities | 263 | ||
Deferred rent, net of current portion | (9,814) | ||
Operating lease liability, net of current portion | 27,641 | ||
Total liabilities | 17,276 | ||
ASU 2016-02 | Effect of Adoption | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Prepaid expenses and other current assets | 4,460 | ||
Operating lease right-of-use assets | 23,186 | ||
Total assets | 133,238 | ||
Operating lease liabilities | 263 | ||
Operating lease liability, net of current portion | 27,641 | ||
Total liabilities | $ 111,287 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets Measured at Fair Value on a Recurring Basis (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Assets: | ||
Investments | $ 0 | $ 73,065,000 |
Recurring Basis | ||
Assets: | ||
Assets | 16,334,000 | 75,854,000 |
Recurring Basis | Money Market Funds | ||
Assets: | ||
Cash equivalents | 16,334,000 | 2,789,000 |
Recurring Basis | US Treasury Bonds | ||
Assets: | ||
Investments | 73,065,000 | |
Recurring Basis | Level 2 | ||
Assets: | ||
Assets | 73,065,000 | |
Recurring Basis | Level 2 | US Treasury Bonds | ||
Assets: | ||
Investments | 73,065,000 | |
Recurring Basis | Not Subject to Netting | ||
Assets: | ||
Assets | 16,334,000 | 2,789,000 |
Recurring Basis | Not Subject to Netting | Money Market Funds | ||
Assets: | ||
Cash equivalents | $ 16,334,000 | $ 2,789,000 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | ||
Assets transfer, Level 1 to 2 | $ 0 | $ 0 |
Assets transfer, Level 2 to 1 | 0 | 0 |
Assets transfer, out of Level 3 | 0 | 0 |
Assets transfer, into Level 3 | $ 0 | $ 0 |
Investments - Fair Value of Ava
Investments - Fair Value of Available-for-Sale Investments by Type of Security (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Schedule Of Available For Sale Securities [Line Items] | ||
AMORTIZED COST | $ 73,022,000 | |
GROSS UNREALIZED GAIN | 43,000 | |
Investments | $ 0 | 73,065,000 |
US Treasury Bonds | ||
Schedule Of Available For Sale Securities [Line Items] | ||
AMORTIZED COST | 73,022,000 | |
GROSS UNREALIZED GAIN | 43,000 | |
Investments | $ 73,065,000 |
Investments - Additional Inform
Investments - Additional Information (Details) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($)Investment | |
Schedule Of Available For Sale Securities [Line Items] | |||||
Available-for-sale investments | $ 0 | $ 0 | $ 73,065,000 | ||
Realized gains or losses | $ 0 | $ 0 | $ 0 | ||
Maximum | |||||
Schedule Of Available For Sale Securities [Line Items] | |||||
Realized gains or losses | $ 100,000 | ||||
US Treasury Bonds | |||||
Schedule Of Available For Sale Securities [Line Items] | |||||
Available-for-sale investments | $ 73,065,000 | ||||
Number of investments in unrealized loss position for less than 12 months | Investment | 4 | ||||
Investments in unrealized loss position for less than 12 months, fair value | $ 18,000,000 |
Prepaids and Other Current As_3
Prepaids and Other Current Assets - Components of Prepaid and Other Current Assets (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 |
Prepaid Expense And Other Assets Current [Abstract] | |||
Receivable from landlord | $ 5,910,000 | ||
Manufacturing costs | $ 214,000 | 2,596,000 | |
Clinical trial costs | 670,000 | ||
Deferred offering costs | 1,660,000 | 0 | $ 0 |
Other prepaid expenses and other current assets | 1,478,000 | 1,864,000 | |
Prepaid expense and other assets, current | $ 4,022,000 | $ 10,370,000 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 40,751 | $ 23,753 |
Less: Accumulated depreciation and amortization | (9,207) | (6,127) |
Property, plant and equipment, net | 31,544 | 17,626 |
Computer Equipment and Software | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 159 | 93 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,276 | 253 |
Laboratory Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 14,483 | 8,595 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 19,215 | 2,431 |
Construction-In-Process | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 5,618 | $ 12,381 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Property Plant And Equipment [Abstract] | ||||
Depreciation and amortization expense | $ 1.1 | $ 0.8 | $ 3.1 | $ 1.8 |
Restricted Cash - Additional In
Restricted Cash - Additional Information (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 |
Restricted Cash And Cash Equivalents Items [Line Items] | |||
Restricted cash, current | $ 0 | $ 367,000 | $ 367,000 |
Letters of Credit | |||
Restricted Cash And Cash Equivalents Items [Line Items] | |||
Restricted cash | $ 4,200,000 | $ 4,500,000 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Payables And Accruals [Abstract] | ||
Accrued employee compensation | $ 5,028 | $ 4,128 |
Accrued license milestone | 15,000 | |
Accrued external research and development costs | 1,290 | 7,118 |
Accrued professional services and consulting | 1,480 | 608 |
Accrued facilities costs | 583 | 3,709 |
Other accrued expenses | 477 | 255 |
Accrued expenses | $ 23,858 | $ 15,818 |
Leases - Additional Information
Leases - Additional Information (Details) | Apr. 27, 2020USD ($)ft² | Aug. 26, 2019 | Mar. 22, 2019USD ($)ft² | Mar. 05, 2019USD ($)ft² | Sep. 30, 2020USD ($)ft² | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)ft² | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) |
Lessee Lease Description [Line Items] | |||||||||
Sublease income | $ 337,000 | $ 0 | $ 495,000 | $ 0 | |||||
Cash paid for amounts included in measurement of operating lease liabilities | $ 4,600,000 | ||||||||
Operating lease, weighted-average remaining lease term | 9 years 2 months 12 days | 9 years 2 months 12 days | |||||||
Operating lease, weighted-average discount rate | 10.30% | 10.30% | |||||||
Operating lease costs | $ 1,206,000 | $ 1,700,000 | $ 3,627,000 | $ 3,700,000 | |||||
500 Technology Square | |||||||||
Lessee Lease Description [Line Items] | |||||||||
Area of lease | ft² | 19,823 | 19,823 | |||||||
Lease, base rent per year | $ 1,500,000 | ||||||||
Increase in annual rent percentage | 2.50% | 2.50% | |||||||
Lease commencement date | Dec. 28, 2016 | ||||||||
Original lease expiration date | Dec. 31, 2021 | ||||||||
Accelerated lease expiration date | Feb. 28, 2020 | ||||||||
Tenant improvement allowance | $ 1,200,000 | $ 1,200,000 | |||||||
500 Technology Square | Letters of Credit | |||||||||
Lessee Lease Description [Line Items] | |||||||||
Security deposit | 400,000 | $ 400,000 | |||||||
4 Hartwell Place | |||||||||
Lessee Lease Description [Line Items] | |||||||||
Area of lease | ft² | 18,707 | ||||||||
Lease, base rent per year | $ 900,000 | ||||||||
Increase in annual rent percentage | 3.00% | ||||||||
Lease expiration month and year | 2029-12 | ||||||||
Lease commencement month and year | 2019-07 | ||||||||
Lessee, operating lease, existence of option to extend [true false] | true | ||||||||
Lessee, operating lease, option to extend | The Company has the option to extend the lease twice, each for a 5-year period, on the same terms and conditions as the current lease, subject to a change in base rent based on market rates. | ||||||||
Lessee, operating lease, option to extend term | 5 years | ||||||||
Tenant improvement allowance, received | 1,100,000 | $ 1,100,000 | |||||||
4 Hartwell Place | Maximum | |||||||||
Lessee Lease Description [Line Items] | |||||||||
Tenant improvement allowance | $ 1,300,000 | ||||||||
4 Hartwell Place | Letters of Credit | |||||||||
Lessee Lease Description [Line Items] | |||||||||
Security deposit | $ 400,000 | ||||||||
35 Cambridge Park Drive | |||||||||
Lessee Lease Description [Line Items] | |||||||||
Area of lease | ft² | 68,258 | ||||||||
Lease, base rent per year | $ 4,900,000 | ||||||||
Increase in annual rent percentage | 3.00% | ||||||||
Lease commencement date | Mar. 26, 2019 | ||||||||
Original lease expiration date | Nov. 30, 2029 | ||||||||
Tenant improvement allowance | $ 12,300,000 | ||||||||
Lessee, operating lease, existence of option to extend [true false] | true | ||||||||
Lessee, operating lease, option to extend | The Company has the option to extend the lease for a 10-year period on the same terms and conditions as the current lease, subject to a change in base rent based on market rates. | ||||||||
Lessee, operating lease, option to extend term | 10 years | ||||||||
Tenant improvement allowance, received | 12,200,000 | $ 12,200,000 | |||||||
Construction oversight fee | 2.00% | ||||||||
Area of space for sublease | ft² | 23,280 | ||||||||
Sublease payments to be received annually | $ 1,300,000 | ||||||||
Sublease income, increase in annual percentage | 3.00% | ||||||||
Sublease commencement date | May 18, 2020 | ||||||||
Sublease expiration month and year | 2022-05 | ||||||||
Lessee, operating sublease, existence of option to extend | true | ||||||||
Lessee, operating sublease, option to extend | The sublessee has the option to extend the sublease for a one-year period on the same terms and conditions as the current sublease, subject to a change in base rent based on the greater of (i) an increase of 3% of the annual rent owed by the sublessee in year two, and (ii) market rent for the subleased premises. | ||||||||
Lessee, operating sublease, option to extend term | 1 year | ||||||||
35 Cambridge Park Drive | Other Income | |||||||||
Lessee Lease Description [Line Items] | |||||||||
Sublease income | 300,000 | $ 500,000 | |||||||
35 Cambridge Park Drive | Letters of Credit | |||||||||
Lessee Lease Description [Line Items] | |||||||||
Security deposit | $ 3,700,000 | $ 3,700,000 | $ 3,700,000 | ||||||
Security deposit in connection with sublease | $ 300,000 |
Leases - Components of Operatin
Leases - Components of Operating Lease Costs (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Lease Cost [Abstract] | ||||
Operating lease costs | $ 1,206,000 | $ 1,700,000 | $ 3,627,000 | $ 3,700,000 |
Short-term lease costs | 5,000 | 14,000 | ||
Variable lease costs | 553,000 | 1,663,000 | ||
Sublease income | (337,000) | $ 0 | (495,000) | $ 0 |
Lease, cost | $ 1,427,000 | $ 4,809,000 |
Leases - Schedule of Undiscount
Leases - Schedule of Undiscounted Cash Flows Used in Calculating the Operating Lease Liabilities and Amounts to be Received under the Sublease (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Leases [Abstract] | |
Operating Lease Payments, 2020 (excluding the nine months ended September 30, 2020) | $ 1,221 |
Operating Lease Payments, 2021 | 5,919 |
Operating Lease Payments, 2022 | 6,123 |
Operating Lease Payments, 2023 | 6,307 |
Operating Lease Payments, 2024 | 6,496 |
Operating Lease Payments, Thereafter | 34,978 |
Operating Lease Payments, Total undiscounted cash flows | 61,044 |
Operating Lease Payments, Less: Amounts representing interest | (22,164) |
Operating Lease Payments, Present value of lease liabilities | 38,880 |
Sublease Receipts, 2020 (excluding the nine months ended September 30, 2020) | 313 |
Sublease Receipts, 2021 | 1,273 |
Sublease Receipts, 2022 | 483 |
Sublease Receipts, Total undiscounted cash flows | 2,069 |
Net Operating Lease Payments, 2020 (excluding the nine months ended September 30, 2020) | 908 |
Net Operating Lease Payments, 2021 | 4,646 |
Net Operating Lease Payments, 2022 | 5,640 |
Net Operating Lease Payments, 2023 | 6,307 |
Net Operating Lease Payments, 2024 | 6,496 |
Net Operating Lease Payments, Thereafter | 34,978 |
Net Operating Lease Payments, Total undiscounted cash flows | $ 58,975 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments under Non-cancelable Operating Leases (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Leases [Abstract] | |
2020 | $ 6,030 |
2021 | 5,945 |
2022 | 6,123 |
2023 | 6,307 |
2024 | 6,496 |
Thereafter | 34,978 |
Total | $ 65,879 |
Commitments and contingencies -
Commitments and contingencies - Additional Information (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
MDACC Research Agreement | ||
Commitments And Contingencies [Line Items] | ||
Percentage of additional overhead charge on fixed direct expenses | 25.00% | |
Final cash payment obligations | $ 1.2 | |
License Agreement | Kayla Therapeutics S.A.S | ||
Commitments And Contingencies [Line Items] | ||
Nonrefundable payment in cash | $ 15 | |
Nonrefundable payment in shares of common stock | 177,318 | |
Nonrefundable cash payment accrued | $ 15 |
Indebtedness - Additional Infor
Indebtedness - Additional Information (Details) | Jul. 24, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($)Tranche | Dec. 31, 2019USD ($) |
Debt Instrument [Line Items] | |||||||
Proceeds from long-term debt, net of issuance costs | $ 15,000,000 | $ 9,567,000 | |||||
Interest expense | $ 607,000 | $ 3,000 | $ 1,196,000 | $ 3,000 | |||
Loan Agreement | Term Loan | Hercules | |||||||
Debt Instrument [Line Items] | |||||||
Number of tranches | Tranche | 4 | ||||||
Debt instrument, interest rate terms | Advances under the Term Loan Facility bear interest at a rate equal to the greater of (i) 9.00% plus the Prime Rate (as reported in The Wall Street Journal) less 5.25%, and (ii) 9.00%. | ||||||
Interest rate | 9.00% | ||||||
Debt instrument, interest only payment end date | Apr. 1, 2022 | ||||||
Debt instrument, interest only payment period may extended date | Nov. 1, 2022 | ||||||
Debt instrument repayment end date | Oct. 1, 2024 | ||||||
Debt instrument, end of term payment charge on funded amount percentage | 5.50% | ||||||
Debt instrument, covenants, obligated to maintain account cover amount percentage | 110.00% | ||||||
Loan carrying value | $ 15,000,000 | $ 9,500,000 | 24,800,000 | 9,500,000 | $ 24,800,000 | $ 9,500,000 | $ 9,600,000 |
Interest expense | $ 600,000 | $ 1,200,000 | |||||
Loan Agreement | Term Loan | Hercules | Prime Rate | |||||||
Debt Instrument [Line Items] | |||||||
Variable interest rate | 9.00% | ||||||
Reduced from variable interest rate | 5.25% | ||||||
Loan Agreement | Term Loan | Hercules | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount | $ 75,000,000 | 75,000,000 | 75,000,000 | ||||
Interest expense | 100,000 | 100,000 | |||||
Loan Agreement | Term Loan | Hercules | First Tranche | |||||||
Debt Instrument [Line Items] | |||||||
Proceeds from long-term debt, net of issuance costs | $ 15,000,000 | 10,000,000 | |||||
Interest rate | 2.00% | ||||||
Amount payable upon any prepayment or repayment | $ 1,400,000 | ||||||
Loan Agreement | Term Loan | Hercules | Second Tranche | |||||||
Debt Instrument [Line Items] | |||||||
Borrowing capacity term | Second tranche is available under the Term Loan Facility, which allows the Company to borrow an additional amount up to $10.0 million through March 31, 2021 | ||||||
Interest rate | 1.50% | ||||||
Loan Agreement | Term Loan | Hercules | Second Tranche | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount | $ 10,000,000 | 10,000,000 | 10,000,000 | ||||
Loan Agreement | Term Loan | Hercules | Third Tranche | |||||||
Debt Instrument [Line Items] | |||||||
Borrowing capacity term | Third tranche is available under the Term Loan Facility, which allows the Company to borrow an additional amount up to $10.0 million through June 30, 2021 | ||||||
Interest rate | 1.00% | ||||||
Loan Agreement | Term Loan | Hercules | Third Tranche | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount | $ 10,000,000 | 10,000,000 | 10,000,000 | ||||
Loan Agreement | Term Loan | Hercules | Fourth Tranche | |||||||
Debt Instrument [Line Items] | |||||||
Borrowing capacity term | Fourth tranche, which allows the Company to borrow an additional amount up to $30.0 million, will be available upon Hercules’ approval on or prior to December 15, 2021 | ||||||
Loan Agreement | Term Loan | Hercules | Fourth Tranche | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount | $ 30,000,000 | $ 30,000,000 | $ 30,000,000 |
Indebtedness - Schedule of Futu
Indebtedness - Schedule of Future Principal Payments (Details) - Loan Agreement $ in Thousands | Sep. 30, 2020USD ($) |
Debt Instrument [Line Items] | |
2022 | $ 6,106 |
2023 | 9,888 |
2024 | 9,006 |
Long-term debt | $ 25,000 |
Common Stock - Additional Infor
Common Stock - Additional Information (Details) | 9 Months Ended | |
Sep. 30, 2020Vote$ / sharesshares | Dec. 31, 2019$ / sharesshares | |
Common Stock Number Of Shares Par Value And Other Disclosures [Abstract] | ||
Common stock, shares authorized | shares | 150,000,000 | 120,000,000 |
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 |
Common stock, voting rights | The holders of shares of common stock are entitled to one vote for each share of common stock held on all matters submitted to a vote of the Company’s stockholders. | |
Common stock, number of votes per share | Vote | 1 |
Common Stock - Shares of Common
Common Stock - Shares of Common Stock Reserved for Future Issuance (Details) - shares | Sep. 30, 2020 | Dec. 31, 2019 |
Class Of Stock [Line Items] | ||
Shares of common stock reserved for future issuance | 14,280,326 | 13,781,623 |
Series A Redeemable Convertible Preferred Stock | ||
Class Of Stock [Line Items] | ||
Shares of common stock reserved for future issuance | 4,247,153 | 4,247,153 |
Series B Redeemable Convertible Preferred Stock | ||
Class Of Stock [Line Items] | ||
Shares of common stock reserved for future issuance | 2,633,138 | 2,625,142 |
Series C Redeemable Convertible Preferred Stock | ||
Class Of Stock [Line Items] | ||
Shares of common stock reserved for future issuance | 2,584,633 | 2,584,633 |
Common Stock Reserved for Exercises of Outstanding Stock Options Issued under 2015 Stock Option and Grant Plan, as Amended | ||
Class Of Stock [Line Items] | ||
Shares of common stock reserved for future issuance | 4,541,345 | 4,251,914 |
Common Stock Reserved for Issuances under 2015 Stock Option and Grant Plan, as Amended | ||
Class Of Stock [Line Items] | ||
Shares of common stock reserved for future issuance | 274,057 | 72,781 |
Redeemable Convertible Prefer_3
Redeemable Convertible Preferred Stock - Additional Information (Details) | 9 Months Ended | |
Sep. 30, 2020USD ($)Installment$ / sharesshares | Dec. 31, 2019$ / sharesshares | |
Temporary Equity [Line Items] | ||
Redeemable convertible preferred stock authorized | shares | 74,804,100 | 74,804,100 |
Temporary equity, par value | $ 0.0001 | $ 0.0001 |
Percentage of outstanding shares of redeemable convertible preferred stock voting as single class | 60.00% | |
Conversion of redeemable convertible preferred stock into common stock | shares | 9,464,924 | 9,456,928 |
Net proceeds from IPO | $ | $ 74,400,000 | |
Percentage of vote or written consent of redeemable convertible preferred stock as single class | 60.00% | |
Redeemable convertible preferred stock description | The shares of Redeemable Convertible Preferred Stock will be redeemed by the Company at a price equal to the applicable Original Issue Price per share, plus any Accruing Dividends accrued but unpaid thereon (whether or not declared), together with any other dividends declared but unpaid thereon, in three annual installments commencing not more than 60 days after the written election of at least 60% of the holders of the Redeemable Convertible Preferred Stock, voting as a single class, on or after November 17, 2022. | |
Number of annual installments for redemption of redeemable convertible preferred stock | Installment | 3 | |
Maximum | ||
Temporary Equity [Line Items] | ||
Period of commencement of installment after written consent | 60 days | |
Minimum [Member] | ||
Temporary Equity [Line Items] | ||
Percentage of written consent of holders of redeemable convertible preferred stock voting as single class | 60.00% | |
Underwritten Public Offering | ||
Temporary Equity [Line Items] | ||
Net proceeds from IPO | $ | $ 75,000,000 | |
Series A Redeemable Convertible Preferred Stock | ||
Temporary Equity [Line Items] | ||
Redeemable convertible preferred stock authorized | shares | 33,200,000 | 33,200,000 |
Temporary equity, par value | $ 0.0001 | $ 0.0001 |
Dividends rate per annum | 0.08 | |
Issued price per share | 1 | |
Preferred stock conversion price share | $ 7.82 | |
Conversion of redeemable convertible preferred stock into common stock | shares | 4,247,153 | 4,247,153 |
Series B Redeemable Convertible Preferred Stock | ||
Temporary Equity [Line Items] | ||
Redeemable convertible preferred stock authorized | shares | 21,400,000 | 21,400,000 |
Temporary equity, par value | $ 0.0001 | $ 0.0001 |
Dividends rate per annum | 0.24 | |
Issued price per share | 3 | |
Preferred stock conversion price share | $ 23.45 | |
Conversion of redeemable convertible preferred stock into common stock | shares | 2,633,138 | 2,625,142 |
Series C Redeemable Convertible Preferred Stock | ||
Temporary Equity [Line Items] | ||
Redeemable convertible preferred stock authorized | shares | 20,204,100 | 20,204,100 |
Temporary equity, par value | $ 0.0001 | $ 0.0001 |
Dividends rate per annum | 0.303 | |
Issued price per share | 3.7876 | |
Preferred stock conversion price share | $ 29.61 | |
Conversion of redeemable convertible preferred stock into common stock | shares | 2,584,633 | 2,584,633 |
Redeemable Convertible Preferred Stock | ||
Temporary Equity [Line Items] | ||
Authorized or Issuance debt security | $ | $ 1,000,000 | |
Conversion of redeemable convertible preferred stock into common stock | shares | 0.1279 |
Redeemable Convertible Prefer_4
Redeemable Convertible Preferred Stock - Schedule of Redeemable Convertible Preferred Stock (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 |
Temporary Equity [Line Items] | ||||||
PREFERRED SHARES AUTHORIZED | 74,804,100 | 74,804,100 | ||||
PREFERRED SHARES ISSUED | 73,987,407 | 73,924,907 | ||||
PREFERRED SHARES OUTSTANDING | 73,987,407 | 73,924,907 | ||||
CARRYING VALUE | $ 225,033 | $ 214,784 | ||||
REDEMPTION VALUE | 225,033 | 214,550 | ||||
LIQUIDATION PREFERENCE | $ 225,033 | $ 214,550 | ||||
COMMON STOCK ISSUABLE UPON CONVERSION | 9,464,924 | 9,456,928 | ||||
Series A Redeemable Convertible Preferred Stock | ||||||
Temporary Equity [Line Items] | ||||||
PREFERRED SHARES AUTHORIZED | 33,200,000 | 33,200,000 | ||||
PREFERRED SHARES ISSUED | 33,200,000 | 33,200,000 | ||||
PREFERRED SHARES OUTSTANDING | 33,200,000 | 33,200,000 | 33,200,000 | 33,200,000 | 33,200,000 | 33,200,000 |
CARRYING VALUE | $ 46,162 | $ 45,493 | $ 44,169 | $ 43,499 | $ 42,830 | $ 41,738 |
REDEMPTION VALUE | 46,162 | 44,169 | ||||
LIQUIDATION PREFERENCE | $ 46,162 | $ 44,169 | ||||
COMMON STOCK ISSUABLE UPON CONVERSION | 4,247,153 | 4,247,153 | ||||
Series B Redeemable Convertible Preferred Stock | ||||||
Temporary Equity [Line Items] | ||||||
PREFERRED SHARES AUTHORIZED | 21,400,000 | 21,400,000 | ||||
PREFERRED SHARES ISSUED | 20,583,328 | 20,520,828 | ||||
PREFERRED SHARES OUTSTANDING | 20,583,328 | 20,583,328 | 20,520,828 | 20,520,828 | 20,520,828 | 20,479,162 |
CARRYING VALUE | $ 84,769 | $ 83,524 | $ 81,108 | $ 79,797 | $ 78,487 | $ 75,900 |
REDEMPTION VALUE | 84,769 | 80,874 | ||||
LIQUIDATION PREFERENCE | $ 84,769 | $ 80,874 | ||||
COMMON STOCK ISSUABLE UPON CONVERSION | 2,633,138 | 2,625,142 | ||||
Series C Redeemable Convertible Preferred Stock | ||||||
Temporary Equity [Line Items] | ||||||
PREFERRED SHARES AUTHORIZED | 20,204,100 | 20,204,100 | ||||
PREFERRED SHARES ISSUED | 20,204,079 | 20,204,079 | ||||
PREFERRED SHARES OUTSTANDING | 20,204,079 | 20,204,079 | 20,204,079 | 20,204,079 | 20,204,079 | 20,204,079 |
CARRYING VALUE | $ 94,102 | $ 92,559 | $ 89,507 | $ 87,964 | $ 86,421 | $ 83,385 |
REDEMPTION VALUE | 94,102 | 89,507 | ||||
LIQUIDATION PREFERENCE | $ 94,102 | $ 89,507 | ||||
COMMON STOCK ISSUABLE UPON CONVERSION | 2,584,633 | 2,584,633 |
Redeemable Convertible Prefer_5
Redeemable Convertible Preferred Stock - Schedule of Cumulative Dividends on Redeemable Convertible Preferred Stock (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Temporary Equity [Line Items] | ||
Cumulative dividends | $ 53,558 | $ 43,263 |
Series A Redeemable Convertible Preferred Stock | ||
Temporary Equity [Line Items] | ||
Cumulative dividends | 12,962 | 10,969 |
Series B Redeemable Convertible Preferred Stock | ||
Temporary Equity [Line Items] | ||
Cumulative dividends | 23,019 | 19,312 |
Series C Redeemable Convertible Preferred Stock | ||
Temporary Equity [Line Items] | ||
Cumulative dividends | $ 17,577 | $ 12,982 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | Jul. 24, 2019 | Jul. 02, 2019 | Apr. 03, 2019 | Jun. 08, 2016 | Jun. 30, 2020 | Jan. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Apr. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2019 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||
Shares of common stock reserved for future issuance | 14,280,326 | 14,280,326 | 13,781,623 | 13,781,623 | |||||||||
Share-based awards, vesting conditions | As of September 30, 2020, the Company has granted service-based awards, which vest over a defined period of service, and performance-based and market-based awards, which vest upon the achievement of defined conditions. Service-based awards generally vest over a four-year period, with the first 25% vesting following twelve months of continued employment or service, and the remainder vesting in twelve quarterly installments over the following three years. In 2016, 2018 and 2019, the Company granted stock option awards to certain employees with terms that allow for vesting upon the achievement of performance conditions specific to the Company’s corporate goals, including but not limited to certain research, business development and liquidity milestones. Also in 2018, the Company granted a stock option award to a non-employee with service conditions that provide for accelerated vesting upon the consummation of an initial public offering. Additionally, in 2016 the Company granted stock option awards to an executive with terms that provide for vesting upon the achievement of both performance and market conditions, as the awards vest upon the occurrence of certain events, including the consummation of an initial public offering, and market conditions subject to a specified return to certain of the Company’s investors. This award was modified in July 2019 to a service-based award. | ||||||||||||
Share-based awards, vesting period | 4 years | ||||||||||||
Stock option, expiration period | 10 years | ||||||||||||
Treasury stock, shares | 0 | 0 | |||||||||||
Weighted average grant date fair value per share of options granted | $ 9.67 | $ 6.38 | $ 8.52 | $ 9.35 | |||||||||
Aggregate intrinsic value of stock options exercised | $ 100,000 | $ 100,000 | $ 1,000,000 | $ 100,000 | |||||||||
Shares granted | 623,935 | ||||||||||||
Fair value per share of common stock | $ 10.25 | $ 24.32 | |||||||||||
Stock options repriced during period exercise price per share | $ 10.25 | ||||||||||||
Stock options repriced during period | 1,089,147 | ||||||||||||
Stock-based compensation expense | 1,820,000 | $ 2,349,000 | $ 4,961,000 | $ 4,883,000 | |||||||||
Total unrecognized compensation expense related to option awards | $ 16,000,000 | $ 16,000,000 | |||||||||||
Weighted-average period of unrecognized compensation expense related to option awards | 2 years 8 months 12 days | ||||||||||||
Performance-Based Awards | |||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||
Shares granted | 0 | 63,963 | 0 | 63,963 | |||||||||
Fair value per share of common stock | $ 10.25 | $ 10.25 | |||||||||||
Stock-based compensation expense | $ 0 | $ 0 | $ 0 | $ 0 | |||||||||
Market-Based Awards | Maximum | |||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||
Weighted average grant date fair value per share of options granted | $ 2.12 | ||||||||||||
Award Repricing | |||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||
Fair value per share of common stock | $ 10.25 | ||||||||||||
Incremental expense | $ 1,200,000 | ||||||||||||
Tranche 1 | |||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||
Share-based awards, vesting period | 12 months | ||||||||||||
Share-based awards, vesting percentage | 25.00% | ||||||||||||
Tranche 2 | |||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||
Share-based awards, vesting period | 3 years | ||||||||||||
Share-based awards, vesting description | twelve quarterly installments | ||||||||||||
2015 Plan | |||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||
Percentage of exercise price per share of stock option to fair market value of common stock | 100.00% | ||||||||||||
Term of stock option granted | 10 years | ||||||||||||
Shares of common stock reserved for future issuance | 1,074,581 | 4,925,159 | 4,925,159 | 4,413,455 | 4,413,455 | ||||||||
Increase in number of shares reserved for issuance | 319,815 | 191,889 | 3,338,874 | ||||||||||
Number of shares available for future issuance | 274,057 | 274,057 | 72,781 | 72,781 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | |||
Number of Shares | ||||
Outstanding | shares | 4,251,914 | |||
Granted | shares | 623,935 | |||
Exercised | shares | (20,998) | |||
Forfeited/Cancelled | shares | (313,506) | |||
Outstanding | shares | 4,541,345 | 4,251,914 | ||
Exercisable | shares | 2,393,627 | 1,685,871 | ||
Vested and expected to vest | shares | 4,467,788 | 4,178,357 | ||
Weighted Average Exercise Price Per Share | ||||
Outstanding | $ / shares | $ 7.78 | |||
Granted | $ / shares | 13.87 | |||
Exercised | $ / shares | 6.78 | |||
Forfeited/Cancelled | $ / shares | 9.86 | |||
Outstanding | $ / shares | 8.47 | $ 7.78 | ||
Exercisable | $ / shares | 6.37 | 5.16 | ||
Vested and expected to vest | $ / shares | $ 8.46 | $ 7.74 | ||
Weighted Average Remaining Contractual Term | ||||
Outstanding | 7 years 6 months 14 days | 8 years 10 days | ||
Exercisable | 6 years 7 months 17 days | 6 years 9 months 29 days | ||
Vested and expected to vest | 7 years 6 months 7 days | 8 years 3 days | ||
Aggregate Intrinsic Value | ||||
Outstanding | $ | $ 10,515 | [1] | ||
Outstanding | $ | 29,950 | [1] | $ 10,515 | [1] |
Exercisable | $ | 20,662 | [1] | 8,569 | [1] |
Vested and expected to vest | $ | $ 29,533 | [1] | $ 10,448 | [1] |
[1] | Aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the fair value of common stock for those stock options that had exercise prices lower than the fair value of the Company’s common stock as of December 31, 2019 and September 30, 2020. |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Assumptions used in Black-Scholes Option Pricing Model (Details) - $ / shares | Jul. 02, 2019 | Apr. 03, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Fair value per share of common stock | $ 10.25 | $ 24.32 | ||||
Service-Based Awards | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Risk-free interest rate | 0.41% | 1.82% | 0.74% | 2.23% | ||
Expected term (in years) | 6 years 3 months | 6 years 3 months | 6 years 3 months | 6 years 3 months | ||
Expected volatility | 68.63% | 67.41% | 68.13% | 67.60% | ||
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% | ||
Fair value per share of common stock | $ 15.76 | $ 10.25 | $ 13.87 | $ 14.85 | ||
Performance-Based Awards | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Risk-free interest rate | 1.89% | 1.89% | ||||
Expected term (in years) | 6 years 3 months | 6 years 3 months | ||||
Expected volatility | 67.45% | 67.45% | ||||
Expected dividend yield | 0.00% | 0.00% | ||||
Fair value per share of common stock | $ 10.25 | $ 10.25 | ||||
Award Repricing | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Risk-free interest rate | 1.86% | |||||
Expected term (in years) | 5 years 9 months 14 days | |||||
Expected volatility | 66.56% | |||||
Expected dividend yield | 0.00% | |||||
Fair value per share of common stock | $ 10.25 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Components and Classification of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 1,820 | $ 2,349 | $ 4,961 | $ 4,883 |
Employee | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | 1,730 | 1,937 | 4,609 | 3,888 |
Non-employee | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | 90 | 412 | 352 | 995 |
Research and Development | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | 942 | 1,343 | 2,763 | 2,575 |
General and Administrative | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 878 | $ 1,006 | $ 2,198 | $ 2,308 |
Collaboration Agreements - Addi
Collaboration Agreements - Additional Information (Details) | Jun. 17, 2020USD ($)Target | Jan. 02, 2019USD ($)TargetCandidateObligation | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) |
Collaboration Agreements [Line Items] | |||||||
Number of performance obligations | Obligation | 8 | ||||||
Revenue from collaboration | $ 954,000 | $ 151,000 | $ 1,275,000 | $ 238,000 | |||
Deferred revenue | 64,337,000 | 64,337,000 | |||||
Collaboration and License Agreement | Jazz Pharmaceuticals Ireland Limited | |||||||
Collaboration Agreements [Line Items] | |||||||
Number of oncogene targets | Target | 5 | ||||||
Number of targets | Target | 4 | ||||||
Number of clinical trial candidates | Candidate | 2 | ||||||
Number of remaining candidates | Candidate | 3 | ||||||
Additional milestone payment related to regulatory approval of product | $ 20,000,000 | ||||||
Up-front payment | 56,000,000 | ||||||
Preclinical development milestone payments eligible to receive | 20,000,000 | ||||||
Collaboration target payment receivable due upon second initiation | 10,000,000 | ||||||
Milestone payments eligible to receive | $ 200,000,000 | ||||||
Notice period for termination of agreement | 180 days | ||||||
Collaboration arrangement transaction price measured based on non-refundable and non creditable up-front payment | 56,000,000 | ||||||
Variable consideration payable included in transaction price at inception | 0 | ||||||
Changes in estimate of variable consideration | 0 | ||||||
Transaction price allocated to performance obligations | 56,000,000 | 56,000,000 | |||||
Material rights outstanding either exercised or expired | 0 | 0 | |||||
Revenue from collaboration | 200,000 | 200,000 | 500,000 | 200,000 | |||
Deferred revenue | 55,100,000 | 55,100,000 | $ 55,600,000 | ||||
Collaboration and License Agreement | Jazz Pharmaceuticals Ireland Limited | Research and Development | |||||||
Collaboration Agreements [Line Items] | |||||||
Cost associated with obligations under arrangement | 1,000,000 | $ 800,000 | 2,600,000 | $ 1,300,000 | |||
Collaboration and License Agreement | Jazz Pharmaceuticals Ireland Limited | Development and Commercialization License and Associated Research Services | ASU 2014-09 | |||||||
Collaboration Agreements [Line Items] | |||||||
Option to include additional target additional cost | $ 0 | ||||||
Replacement target additional cost | 0 | ||||||
Collaboration and License Agreement | Jazz Pharmaceuticals Ireland Limited | Research Services | ASU 2014-09 | |||||||
Collaboration Agreements [Line Items] | |||||||
Option to request additional research program additional cost | 0 | ||||||
Collaboration and License Agreement | Jazz Pharmaceuticals Ireland Limited | Non-GLP Toxicology Studies | ASU 2014-09 | |||||||
Collaboration Agreements [Line Items] | |||||||
Per backup development candidate cost upon exercise | $ 0 | ||||||
Collaboration and License Agreement | Jazz Pharmaceuticals Ireland Limited | License and Services | |||||||
Collaboration Agreements [Line Items] | |||||||
Performance obligation unsatisfied | 50,600,000 | 50,600,000 | |||||
Collaboration and License Agreement | Jazz Pharmaceuticals Ireland Limited | All Other Services | |||||||
Collaboration Agreements [Line Items] | |||||||
Performance obligation unsatisfied | 4,500,000 | 4,500,000 | |||||
Sarepta Research Agreement | |||||||
Collaboration Agreements [Line Items] | |||||||
Up-front payment | $ 7,000,000 | ||||||
Milestone payments eligible to receive | 192,500,000 | ||||||
Transaction price allocated to performance obligations | $ 18,000,000 | ||||||
Material rights outstanding either exercised or expired | 0 | 0 | |||||
Revenue from collaboration | 800,000 | ||||||
Deferred revenue | 9,200,000 | 9,200,000 | |||||
Research agreement period | 2 years | ||||||
Number of agreed targets | Target | 5 | ||||||
Term of option exercise | Jun. 17, 2022 | ||||||
Extended term of option exercise | Dec. 17, 2022 | ||||||
Up-front and non-refundable cash payments received | $ 10,000,000 | ||||||
Up-front research services prepayment | 3,000,000 | ||||||
Collaboration arrangement obligated to remit option exercise payment | 12,500,000 | ||||||
Collaboration arrangement obligated options exercised | $ 62,500,000 | ||||||
Additional term of agreement | 2 years | ||||||
Sarepta Research Agreement | Research and Development | |||||||
Collaboration Agreements [Line Items] | |||||||
Cost associated with obligations under arrangement | 800,000 | ||||||
Sarepta Research Agreement | ASU 2014-09 | |||||||
Collaboration Agreements [Line Items] | |||||||
Up-front payment | $ 7,000,000 | ||||||
Up-front research services prepayment | 3,000,000 | ||||||
Aggregate transaction price | 18,000,000 | ||||||
Estimation of cost reimbursements | $ 8,000,000 | ||||||
Sarepta Research Agreement | All Other Services | |||||||
Collaboration Agreements [Line Items] | |||||||
Performance obligation unsatisfied | 7,000,000 | 7,000,000 | |||||
Sarepta Research Agreement | Research License and Services | |||||||
Collaboration Agreements [Line Items] | |||||||
Performance obligation unsatisfied | $ 10,200,000 | $ 10,200,000 |
Collaboration Agreements - Sche
Collaboration Agreements - Schedule of Transaction Price Allocated to Identified Performance Obligation (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Jun. 17, 2020 |
Collaboration and License Agreement | Jazz Pharmaceuticals Ireland Limited | ||
Collaboration Agreements [Line Items] | ||
License and Services Performance Obligation: Initial Collaboration Target #1 | $ 10,792 | |
License and Services Performance Obligation: Initial Collaboration Target #2 | 12,974 | |
License and Services Performance Obligation: Initial Collaboration Target #3 | 12,643 | |
License and Services Performance Obligation: Initial Collaboration Target #4 | 15,062 | |
Additional Target or Program Material Right Performance Obligation | 3,237 | |
Replacement Target Material Right Performance Obligation | 1,198 | |
Backup Candidate Material Right Performance Obligation: Backup Candidate #1 | 47 | |
Backup Candidate Material Right Performance Obligation: Backup Candidate #2 | 47 | |
Transaction Price | $ 56,000 | |
Sarepta Research Agreement | ||
Collaboration Agreements [Line Items] | ||
Transaction Price | $ 18,000 | |
Research License and Services Performance Obligation | 11,000 | |
Material Right Performance Obligation: Research Target #1 | 1,400 | |
Material Right Performance Obligation: Research Target #2 | 1,400 | |
Material Right Performance Obligation: Research Target #3 | 1,400 | |
Material Right Performance Obligation: Research Target #4 | 1,400 | |
Material Right Performance Obligation: Research Target #5 | $ 1,400 |
Collaboration Agreements - Sc_2
Collaboration Agreements - Schedule of Changes in Contract Assets and Liabilities (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Contract assets: | |
Accounts receivable, ADDITIONS | $ 10,000 |
Accounts receivable, DEDUCTIONS | (10,000) |
Contract liabilities: | |
Deferred revenue, BALANCE BEGINNING OF PERIOD | 55,612 |
Deferred revenue, ADDITIONS | 10,000 |
Deferred revenue, DEDUCTIONS | (1,275) |
Deferred revenue, BALANCE END OF PERIOD | $ 64,337 |
Collaboration Agreements - Sc_3
Collaboration Agreements - Schedule of Revenue Recognized (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Collaboration Agreements [Abstract] | ||||
Amounts included in deferred revenue at the beginning of the period | $ 184 | $ 151 | $ 505 | $ 238 |
Other Significant Agreements -
Other Significant Agreements - Additional Information (Details) | Nov. 06, 2018USD ($)shares | Jan. 31, 2020USD ($)shares | Nov. 30, 2015USD ($)shares | Sep. 30, 2020USD ($)shares | Sep. 30, 2019USD ($)shares | Sep. 30, 2020USD ($)Milestoneshares | Sep. 30, 2019USD ($)shares | Dec. 31, 2018USD ($) | Feb. 01, 2021USD ($) |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Research and development | $ 30,640,000 | $ 16,546,000 | $ 60,653,000 | $ 41,794,000 | |||||
Common Stock | |||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Issuance of common stock in connection with license agreement, shares | shares | 177,318 | 177,318 | |||||||
Research Agreement | Series B Preferred Stock | |||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Expense recognized to estimate fair value of shares | $ 0 | $ 0 | |||||||
MD Anderson Cancer Center | Patent and Technology License Agreement | |||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Remaining funding amount of patent-related costs under license agreement | 800,000 | $ 800,000 | |||||||
Number of days of prior written notice to terminate agreement | 180 days | ||||||||
Number of milestones achieved | Milestone | 0 | ||||||||
Payments with respect to license agreement | 0 | $ 0 | $ 0 | $ 0 | |||||
MD Anderson Cancer Center | Patent and Technology License Agreement | Minimum [Member] | |||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Obligated one-time payment based on acquisition or qualifying equity financing | 20,000,000 | 20,000,000 | |||||||
Amount equal to or in excess of agreed upon price triggers equating to valuations | 1,400,000,000 | 1,400,000,000 | |||||||
MD Anderson Cancer Center | Patent and Technology License Agreement | Maximum | |||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Contingent future payments upon achievement of certain development and regulatory approval milestones | $ 11,900,000 | ||||||||
Contingent payments in cash or through issuance of equity | 4,400,000 | ||||||||
Obligated one-time payment based on acquisition or qualifying equity financing | 150,000,000 | 150,000,000 | |||||||
Amount equal to or in excess of agreed upon price triggers equating to valuations | 5,800,000,000 | $ 5,800,000,000 | |||||||
MD Anderson Cancer Center | Patent and Technology License Agreement | Maximum | Diagnostic Products | |||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Contingent future payments upon achievement of certain development and regulatory approval milestones | 2,400,000 | ||||||||
MD Anderson Cancer Center | Patent and Technology License Agreement | Maximum | Therapeutic Products | |||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Contingent future payments upon achievement of certain development and regulatory approval milestones | 9,500,000 | ||||||||
MD Anderson Cancer Center | Patent and Technology License Agreement | Scenario Forecast | Minimum [Member] | |||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Patent costs | $ 1,500,000 | ||||||||
MD Anderson Cancer Center | Research Agreement | |||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Research agreement extension of expiration year and month | 2021-02 | ||||||||
Research and development expense payment due year one | 1,000,000 | ||||||||
Research and development expense payment due year two through five | $ 1,250,000 | ||||||||
Percentage of overhead charges on direct expenses | 25.00% | ||||||||
Preferred stock shares issuable in year one under research agreement | shares | 200,000 | ||||||||
Preferred stock shares issuable in year two through five under research agreement | shares | 20,833 | ||||||||
Research agreement expiration date | Dec. 31, 2019 | ||||||||
Research and development | $ 1,200,000 | ||||||||
Research and development expense payment due | $ 0 | $ 0 | |||||||
Preferred stock shares issuable under research agreement | shares | 0 | 0 | |||||||
MD Anderson Cancer Center | Research Agreement | Series B Preferred Stock | |||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Issuance of common stock in connection with license agreement, shares | shares | 62,500 | ||||||||
MD Anderson Cancer Center | Research Agreement | Series B Preferred Stock | |||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Number of shares of fair value estimated for research and development | shares | 20,833 | 62,499 | |||||||
Expense recognized to estimate fair value of shares | $ 100,000 | $ 300,000 | |||||||
Expenses for direct research and development expenses and overhead charges | $ 400,000 | $ 1,200,000 | |||||||
Kayla Therapeutics S.A.S | Kayla License Agreement | |||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Research and development | $ 17,700,000 | $ 17,700,000 | |||||||
Number of days of prior written notice to terminate agreement | 30 days | ||||||||
Payments with respect to license agreement | 0 | $ 0 | |||||||
Non-refundable milestone payment in cash | 15,000,000 | $ 15,000,000 | |||||||
Upfront payment paid in cash | $ 6,500,000 | ||||||||
Acquired in-process research and development expense | $ 8,100,000 | ||||||||
Cash payment related to acquired in-process research and development | 6,500,000 | ||||||||
Royalty term determination period after first commercial sale of such product in such country | 10 years | ||||||||
Number of days of notice to terminate agreement upon material breach | 60 days | ||||||||
Kayla Therapeutics S.A.S | Kayla License Agreement | Common Stock | |||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Shares issued in consideration for license agreement | shares | 118,212 | ||||||||
Value of shares issued, acquired in process research and development | $ 1,600,000 | ||||||||
Kayla Therapeutics S.A.S | Kayla License Agreement | Phase 1/2 Clinical Trial | |||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Number of milestones achieved | Milestone | 0 | ||||||||
Non-refundable milestone payment in cash | 15,000,000 | $ 15,000,000 | |||||||
Non-refundable milestone payment in common stock | shares | 177,318 | ||||||||
Milestone expense fair value of common stock issued | 2,700,000 | $ 2,700,000 | |||||||
Accrued milestone payment | $ 15,000,000 | $ 15,000,000 | |||||||
Kayla Therapeutics S.A.S | Kayla License Agreement | Maximum | Phase 1/2 Clinical Trial | |||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Obligated to make cash payments upon achievement of clinical and regulatory milestones | $ 100,000,000 | ||||||||
Value of common stock shares payable upon achievement of clinical and regulatory milestones | $ 13,000,000 |
Related Parties - Additional In
Related Parties - Additional Information (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | ||
Common stock, shares issued | 3,195,355 | 2,997,040 |
Temporary equity, shares issued | 73,987,407 | 73,924,907 |
Granted | 623,935 | |
Outstanding stock options | 4,541,345 | 4,251,914 |
Series A Redeemable Convertible Preferred Stock | ||
Related Party Transaction [Line Items] | ||
Temporary equity, shares issued | 33,200,000 | 33,200,000 |
Series B Redeemable Convertible Preferred Stock | ||
Related Party Transaction [Line Items] | ||
Temporary equity, shares issued | 20,583,328 | 20,520,828 |
Co-Founders | ||
Related Party Transaction [Line Items] | ||
Common stock, shares issued | 30,701 | 1,476,268 |
Outstanding stock options | 738,134 | 322,665 |
Co-Founders | Restricted Stock | ||
Related Party Transaction [Line Items] | ||
Number of shares granted | 1,279,262 | |
Co-Founders | Non Employee Stock Options | ||
Related Party Transaction [Line Items] | ||
Granted | 261,263 | |
MDACC Research Agreement and the MDACC License Agreement | Founder | ||
Related Party Transaction [Line Items] | ||
Common stock, shares issued | 738,134 | |
Amounts payable under agreements | $ 1.2 | |
MDACC Research Agreement and the MDACC License Agreement | Founder | Series A Redeemable Convertible Preferred Stock | ||
Related Party Transaction [Line Items] | ||
Temporary equity, shares issued | 1,587,500 | |
MDACC Research Agreement and the MDACC License Agreement | Founder | Series B Redeemable Convertible Preferred Stock | ||
Related Party Transaction [Line Items] | ||
Temporary equity, shares issued | 187,497 |
401(k) Plan - Additional Inform
401(k) Plan - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Compensation And Retirement Disclosure [Abstract] | ||||
Defined contribution plan, employer matching contribution, percent of match | 50.00% | |||
Defined contribution plan, maximum annual contributions per employee, percent | 6.00% | |||
Defined contribution expense | $ 0.1 | $ 0.1 | $ 0.3 | $ 0.3 |
Net Loss Per Share - Basic and
Net Loss Per Share - Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Numerator: | ||||
Net loss | $ (35,293) | $ (20,663) | $ (73,708) | $ (56,322) |
Cumulative dividends on redeemable convertible preferred stock | (3,457) | (3,454) | (10,296) | (10,247) |
Net loss attributable to common stockholders | $ (38,750) | $ (24,117) | $ (84,004) | $ (66,569) |
Denominator: | ||||
Weighted average common shares outstanding, basic and diluted | 3,020,055 | 2,995,917 | 3,008,576 | 2,986,889 |
Net loss per share attributable to common stockholders, basic and diluted | $ (12.83) | $ (8.05) | $ (27.92) | $ (22.29) |
Net Loss Per Share - Anti-dilut
Net Loss Per Share - Anti-dilutive Securities Excluded from Calculation of Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from calculation of diluted net loss per share attributable to common stockholders | 14,006,269 | 13,675,708 | 14,006,269 | 13,675,708 |
Series A Redeemable Convertible Preferred Stock | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from calculation of diluted net loss per share attributable to common stockholders | 4,247,153 | 4,247,153 | 4,247,153 | 4,247,153 |
Series B Redeemable Convertible Preferred Stock | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from calculation of diluted net loss per share attributable to common stockholders | 2,633,138 | 2,625,142 | 2,633,138 | 2,625,142 |
Series C Redeemable Convertible Preferred Stock | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from calculation of diluted net loss per share attributable to common stockholders | 2,584,633 | 2,584,633 | 2,584,633 | 2,584,633 |
Outstanding Stock Options | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from calculation of diluted net loss per share attributable to common stockholders | 4,541,345 | 4,218,780 | 4,541,345 | 4,218,780 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||||
Income tax benefits for net operating losses | $ 0 | $ 0 | $ 0 | $ 0 | |
Accrued interest related to uncertain tax positions | 0 | 0 | $ 0 | ||
Accrued penalties related to uncertain tax positions | 0 | 0 | $ 0 | ||
Interest amounts recognized | 0 | 0 | 0 | 0 | |
Penalty amounts recognized | $ 0 | $ 0 | $ 0 | $ 0 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) $ / shares in Units, $ in Millions | Oct. 16, 2020USD ($)$ / sharesshares | Oct. 02, 2020 | Oct. 12, 2020shares | Sep. 30, 2020$ / sharesshares | Dec. 31, 2019$ / sharesshares |
Subsequent Event [Line Items] | |||||
Conversion of redeemable convertible preferred stock into common stock | 9,464,924 | 9,456,928 | |||
Common stock, shares authorized | 150,000,000 | 120,000,000 | |||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||
Shares of common stock reserved for future issuance | 14,280,326 | 13,781,623 | |||
Redeemable Convertible Preferred Stock | |||||
Subsequent Event [Line Items] | |||||
Conversion of redeemable convertible preferred stock into common stock | 0.1279 | ||||
Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Stockholders' equity, reverse stock split | 1-for-7.8170 | ||||
Stock split, conversion ratio | 0.127926 | ||||
Subsequent Event | 2020 Stock Option and Incentive Plan | |||||
Subsequent Event [Line Items] | |||||
Shares of common stock reserved for future issuance | 1,043,402 | ||||
Subsequent Event | 2020 Stock Option and Incentive Plan | Maximum | |||||
Subsequent Event [Line Items] | |||||
Annual increased percentage on outstanding common stock reserved | 5.00% | ||||
Subsequent Event | 2015 Stock Option and Incentive Plan | |||||
Subsequent Event [Line Items] | |||||
Shares of common stock reserved for future issuance | 274,057 | ||||
Subsequent Event | 2020 Employee Stock Purchase Plan | Maximum | |||||
Subsequent Event [Line Items] | |||||
Shares of common stock reserved for future issuance | 834,720 | ||||
Annual increased percentage on outstanding common stock reserved | 0.50% | ||||
Number of shares available for future issuance | 208,680 | ||||
Subsequent Event | IPO | |||||
Subsequent Event [Line Items] | |||||
Issuance of common stock in connection with license agreement, shares | 5,500,000 | ||||
Common stock, offering price | $ / shares | $ 15 | ||||
Net proceeds from issuance of common stock | $ | $ 74.4 | ||||
Conversion of redeemable convertible preferred stock into common stock | 10,065,629 | ||||
Common stock, shares authorized | 150,000,000 | ||||
Common stock, par value | $ / shares | $ 0.0001 | ||||
Preferred stock, shares authorized | 10,000,000 | ||||
preferred stock, par value | $ / shares | $ 0.0001 | ||||
Subsequent Event | IPO | Redeemable Convertible Preferred Stock | |||||
Subsequent Event [Line Items] | |||||
Shares outstanding | 73,987,407 | ||||
Conversion of redeemable convertible preferred stock into common stock | 10,065,629 |