Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Feb. 07, 2020 | Jun. 28, 2019 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Evelo Biosciences, Inc. | ||
Entity Central Index Key | 0001694665 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Accelerated Filer | ||
Smaller Reporting Company | true | ||
Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 32,218,710 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well Known Seasoned Issuer | No | ||
Public Float | $ 122.5 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 77,833 | $ 93,101 |
Short-term investments | 0 | 54,818 |
Prepaid expenses and other current assets | 3,176 | 3,703 |
Total current assets | 81,009 | 151,622 |
Property and equipment, net | 8,341 | 6,925 |
Other assets | 1,570 | 1,320 |
Total assets | 90,920 | 159,867 |
Current liabilities: | ||
Accounts payable | 620 | 1,519 |
Accrued expenses | 8,758 | 4,965 |
Other current liabilities | 365 | 2,751 |
Total current liabilities | 9,743 | 9,235 |
Noncurrent liabilities: | ||
Long-term debt, net of current portion | 19,634 | 12,305 |
Deferred rent, net of current portion | 1,148 | 1,071 |
Other noncurrent liabilities | 198 | 307 |
Total liabilities | 30,723 | 22,918 |
Commitments and contingencies | ||
Stockholder’s equity: | ||
Preferred stock, $0.001 par value; 10,000,000 shares authorized; no shares issued and outstanding at December 31, 2019 and 2018, respectively | 0 | 0 |
Common stock, $0.001 par value; 200,000,000 shares authorized; 32,232,258 and 31,951,540 shares issued and 32,170,605 and 31,825,769 shares outstanding at December 31, 2019 and 2018, respectively | 32 | 32 |
Additional paid-in capital | 259,018 | 250,316 |
Accumulated other comprehensive loss | 0 | (18) |
Accumulated deficit | (198,853) | (113,381) |
Total stockholders’ equity | 60,197 | 136,949 |
Total liabilities, convertible preferred stock and stockholders’ equity | $ 90,920 | $ 159,867 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, shares issued (in shares) | 32,232,258 | 31,951,540 |
Common stock, shares outstanding (in shares) | 32,170,605 | 31,825,769 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Operating expenses: | |||
Research and development | $ 63,128 | $ 39,885 | $ 19,957 |
General and administrative | 23,229 | 18,218 | 7,574 |
Total operating expenses | 86,357 | 58,103 | 27,531 |
Loss from operations | (86,357) | (58,103) | (27,531) |
Other income (expense): | |||
Interest income (expense), net | 1,049 | 1,563 | (215) |
Other income (expenses), net | 26 | (406) | (301) |
Other income (expense), net | 1,075 | 1,157 | (516) |
Loss before income taxes | (85,282) | (56,946) | (28,047) |
Income tax expense | (190) | 0 | 0 |
Net loss | (85,472) | (56,946) | (28,047) |
Reconciliation of net loss to net loss attributable to common stockholders: | |||
Net loss | (85,472) | (56,946) | (28,047) |
Convertible preferred stock dividends | 0 | (3,937) | (6,085) |
Net loss attributable to common stockholders | $ (85,472) | $ (60,883) | $ (34,132) |
Net loss per share attributable to common stockholders, basic and diluted (in dollars per share) | $ (2.67) | $ (2.78) | $ (9.10) |
Weighted-average number of common shares outstanding, basic and diluted (in shares) | 32,031,862 | 21,871,029 | 3,750,790 |
Comprehensive loss: | |||
Net loss | $ (85,472) | $ (56,946) | $ (28,047) |
Other comprehensive loss: | |||
Unrealized loss on investments, net of tax of $0 | 18 | (18) | 0 |
Comprehensive loss | $ (85,454) | $ (56,964) | $ (28,047) |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | |||
Tax portion of unrealized loss on investments | $ 0 | $ 0 | $ 0 |
Consolidated Statements of Conv
Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) - USD ($) $ in Thousands | Total | Convertible Preferred Stock | Convertible Preferred Stock, Series B | Convertible Preferred Stock, Series B and C | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2016 | 38,055,318 | |||||||
Beginning balance at Dec. 31, 2016 | $ 33,863 | |||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||
Issuance of preferred stock for cash, net of issuance costs (in shares) | 27,777,778 | |||||||
Issuance of preferred stock for cash, net of issuance costs | $ 49,807 | |||||||
Accretion of preferred stock to redemption value | $ 32 | |||||||
Ending balance (in shares) at Dec. 31, 2017 | 65,833,096 | |||||||
Ending balance at Dec. 31, 2017 | $ 83,702 | |||||||
Beginning balance (in shares) at Dec. 31, 2016 | 3,618,543 | |||||||
Beginning balance at Dec. 31, 2016 | $ (28,337) | $ 4 | $ 0 | $ 0 | $ (28,341) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Vesting of restricted common stock (in shares) | 154,920 | |||||||
Vesting of restricted common stock | 57 | 57 | ||||||
Exercise of stock options and warrants (in shares) | 106,654 | |||||||
Exercise of stock options and warrants | 79 | 79 | ||||||
Other issuances of common stock (in shares) | 490 | |||||||
Other issuances of common stock | 15 | 15 | ||||||
Accretion of preferred stock to redemption value | (32) | (9) | (23) | |||||
Stock-based compensation expense | 1,542 | 1,542 | ||||||
Unrealized loss on investments | 0 | |||||||
Net loss | (28,047) | (28,047) | ||||||
Ending balance (in shares) at Dec. 31, 2017 | 3,880,607 | |||||||
Ending balance at Dec. 31, 2017 | (54,723) | $ 4 | 1,684 | 0 | (56,411) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Retroactive adjustment to beginning accumulated deficit and additional paid-in capital resulting from adoption of ASU 2016-09 | Accounting Standards Update 2016-09 | 24 | (24) | ||||||
Issuance of preferred stock for cash, net of issuance costs (in shares) | 25,482,199 | |||||||
Issuance of preferred stock for cash, net of issuance costs | $ 82,076 | |||||||
Conversion of preferred stock into common stock (in shares) | (91,315,295) | 22,386,677 | ||||||
Conversion of preferred stock into common stock | 165,778 | $ (165,778) | $ 22 | 165,756 | ||||
Ending balance (in shares) at Dec. 31, 2018 | 0 | |||||||
Ending balance at Dec. 31, 2018 | $ 0 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Proceeds from Initial Public Offering, net of underwriting costs and commissions (in shares) | 5,312,500 | |||||||
Proceeds from Initial Public Offering, net of underwriting costs and commissions | 75,814 | $ 5 | 75,809 | |||||
Reclassification of warrant liability | 819 | 819 | ||||||
Vesting of restricted common stock (in shares) | 113,641 | |||||||
Vesting of restricted common stock | 36 | 36 | ||||||
Exercise of stock options and warrants (in shares) | 132,344 | |||||||
Exercise of stock options and warrants | 130 | $ 1 | 129 | |||||
Accretion of preferred stock to redemption value | 0 | |||||||
Stock-based compensation expense | 6,059 | 6,059 | ||||||
Unrealized loss on investments | (18) | (18) | ||||||
Net loss | (56,946) | (56,946) | ||||||
Ending balance (in shares) at Dec. 31, 2018 | 31,825,769 | |||||||
Ending balance at Dec. 31, 2018 | 136,949 | $ 32 | 250,316 | (18) | (113,381) | |||
Ending balance (in shares) at Dec. 31, 2019 | 0 | |||||||
Ending balance at Dec. 31, 2019 | $ 0 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Vesting of restricted common stock (in shares) | 64,118 | |||||||
Vesting of restricted common stock | $ 26 | 26 | ||||||
Exercise of stock options and warrants (in shares) | 280,718 | 280,718 | ||||||
Exercise of stock options and warrants | $ 511 | 511 | ||||||
Accretion of preferred stock to redemption value | 0 | |||||||
Stock-based compensation expense | 8,165 | 8,165 | ||||||
Unrealized loss on investments | 18 | 18 | ||||||
Net loss | (85,472) | (85,472) | ||||||
Ending balance (in shares) at Dec. 31, 2019 | 32,170,605 | |||||||
Ending balance at Dec. 31, 2019 | $ 60,197 | $ 32 | $ 259,018 | $ (198,853) | $ 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Operating activities | |||
Net loss | $ (85,472) | $ (56,946) | $ (28,047) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Stock-based compensation expense | 8,165 | 6,059 | 1,542 |
Depreciation expense | 1,764 | 1,935 | 834 |
Change in fair value of warrant and debt derivative liability | 0 | 406 | 301 |
Net (accretion of discount)/amortization of premium on marketable securities | (164) | 0 | 0 |
Non-cash interest expense | 255 | 103 | 35 |
Gain on sale of fixed assets | (2) | 0 | 0 |
Changes in assets and liabilities excluding effect of assets and liabilities assumed in 2016 acquisition of Epiva (Note 7): | |||
Prepaid expenses and other current assets | 372 | (3,052) | (347) |
Accounts payable | (585) | (221) | 774 |
Accrued expenses and other current liabilities | 3,694 | 3,594 | 1,733 |
Other liabilities | (7) | 843 | (90) |
Net cash used in operating activities | (71,980) | (47,279) | (23,265) |
Investing activities | |||
Purchase of investments | 0 | (136,087) | 0 |
Proceeds from sales and maturities of investments | 55,000 | 81,250 | 0 |
Purchases of property and equipment | (3,032) | (5,462) | (1,742) |
Proceeds from the sale of fixed assets | 2 | 171 | 0 |
Net cash used in investing activities | 51,970 | (60,128) | (1,742) |
Financing activities | |||
Net proceeds from the issuance of common stock upon completion of initial public offering | 0 | 75,829 | 0 |
Deferred issuance costs | 0 | 0 | (15) |
Net proceeds from the issuance of convertible preferred stock | 0 | 81,336 | 48,903 |
Net proceeds from the issuance of long-term debt | 19,481 | 4,975 | 0 |
Settlement of derivative liability | 0 | (250) | 0 |
Proceeds from the exercise of stock options, restricted common stock and warrants | 511 | 122 | 79 |
Repayment of long-term debt | (15,000) | 0 | 0 |
Net cash provided by financing activities | 4,992 | 162,012 | 48,967 |
Net increase in cash, cash equivalents and restricted cash | (15,018) | 54,605 | 23,960 |
Cash, cash equivalents and restricted cash – beginning of year | 94,351 | 39,746 | 15,786 |
Cash, cash equivalents and restricted cash – end of year | 79,333 | 94,351 | 39,746 |
Supplemental disclosure of cash flow information | |||
Cash paid for interest | 1,166 | 742 | 437 |
Noncash investing and financing activities | |||
Conversion of convertible preferred stock into common stock upon closing of initial public offering | 0 | 165,778 | 0 |
Conversion of convertible preferred stock warrants into common stock warrants | 0 | 819 | 0 |
Property and equipment additions in accounts payable and accrued expenses | 246 | 348 | 84 |
Issuance of debt derivative liability in connection with long-term debt facility | 0 | 150 | 0 |
Issuance of warrants in connection with long-term debt facility | 0 | 89 | 0 |
Accretion of convertible preferred stock to redemption value | $ 0 | $ 0 | $ 32 |
Organization and Basis of Prese
Organization and Basis of Presentation | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Organization and Basis of Presentation Evelo Biosciences, Inc. ("Evelo" or the "Company”) is a biotechnology company which was incorporated in Delaware on May 6, 2014. The Company is discovering and developing oral biologics that act on cells in the small intestine with systemic therapeutic effects. The Company is advancing these oral biologics with the aim of treating a broad range of immune mediated diseases with an initial focus on inflammatory diseases and oncology. The Company is headquartered in Cambridge, Massachusetts. Since inception, the Company has devoted substantially all of its efforts to research and development and raising capital. The Company has not generated any revenue related to its primary business purpose to date. The Company is subject to a number of risks similar to those of other development stage companies, including dependence on key individuals, the need to develop commercially viable products, competition from other companies, many of whom are larger and better capitalized, and the need to obtain adequate additional financing to fund the development of its products. On April 27, 2018, the Company filed an amended and restated certificate of incorporation with the Secretary of State of the State of Delaware, to effect a 1-for-4.079 reverse stock split of the Company’s common stock. All share and per share data shown in the accompanying consolidated financial statements and related notes have been retroactively revised to reflect the reverse stock split. On May 11, 2018, the Company completed an initial public offering (the “IPO”) of 5,312,500 shares of its common stock for aggregate gross proceeds of $85.0 million . The Company received $75.8 million in net proceeds after deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company. Upon closing of the IPO, all of the outstanding shares of convertible preferred stock automatically converted into 22,386,677 shares of common stock at the applicable conversion ratio then in effect. Going Concern In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40) , the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company's ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. The Company has incurred operating losses since inception and expects such losses and negative operating cash flows to continue for the foreseeable future. Through December 31, 2019 , the Company has raised gross proceeds of approximately $262.9 million from the sale of common stock, the sale of convertible preferred stock, and from the issuance of debt. At December 31, 2019 , the Company had cash, cash equivalents and short-term investments of $77.8 million . The Company recorded net losses of $85.5 million , $56.9 million and $28.0 million for the years ended December 31, 2019 , 2018 and 2017, respectively. As of December 31, 2019 , the Company had an accumulated deficit of $198.9 million . The transition to profitability is dependent upon the successful development, approval, and commercialization of its products and product candidates and the achievement of a level of revenues adequate to support its cost structure. Based on the Company’s current operating plan, the Company believes that its cash and cash equivalents at December 31, 2019 will not be sufficient to fund operations and capital expenditures for at least the twelve months following the filing of this Annual Report on Form 10-K and the Company will need to obtain additional funding. The Company intends to pursue strategic partnerships and collaborations, or obtain additional funding through its available financing sources which include, additional public offerings of common stock and private financing of debt or equity. Management’s belief with respect to its ability to fund operations is based on estimates that are subject to risks and uncertainties. If actual results are different from management’s estimates, the Company may need to seek additional funding sooner than would otherwise be expected. There can be no assurance that the Company will be able to obtain additional funding on acceptable terms, if at all. If the Company is unable to obtain sufficient funding, it could be required to delay its development efforts, limit activities and reduce research and development costs, which could adversely affect its business prospects. Because of the uncertainty in securing additional funding and the insufficient amount of cash and investment resources at December 31, 2019 , management has concluded that substantial doubt exists with respect to the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standard Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the accrual of research and development expenses and the valuation of stock-based awards. The Company bases its estimates on historical experience and other market-specific or other relevant assumptions that it believes to be reasonable under the circumstances. Actual results could differ from those estimates. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned, controlled subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Subsequent Event Considerations The Company considers events or transactions that occur after the balance sheet date but prior to the issuance of the consolidated financial statements to provide additional evidence for certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated as required. The Company has evaluated all subsequent events and determined that there are no material recognized or unrecognized subsequent events requiring disclosure, other than those disclosed in this Annual Report on Form 10-K. Emerging Growth Company Status Evelo is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, (the "JOBS Act"), and it may take advantage of reduced reporting requirements that are otherwise applicable to public companies. Evelo may take advantage of these exemptions until it is no longer an emerging growth company. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period afforded by the JOBS Act for the implementation of new or revised accounting standards. Evelo has elected to use the extended transition period for complying with new or revised accounting standards; and as a result of this election, its consolidated financial statements may not be comparable to companies that comply with public company effective dates. Evelo may take advantage of these exemptions up until the last day of the fiscal year following the fifth anniversary of IPO or such earlier time that it is no longer an emerging growth company. Evelo would cease to be an emerging growth company if it has more than $1.07 billion in annual revenue; it has more than $700.0 million in market value of its stock held by non-affiliates (and has been a public company for at least 12 months and has filed one annual report on Form 10-K), or it has issued more than $1.0 billion of non-convertible debt securities over a three -year period. Concentrations of Credit Risk and Off-Balance Sheet Risk Financial instruments that potentially expose the Company to concentrations of credit risk primarily consist of cash, cash equivalents and short-term investments. The Company places its cash, cash equivalents and short-term investments in primarily two custodian accounts at accredited financial institutions. The Company’s available-for-sale investments primarily consist of U.S. Treasury securities. The Company has not experienced any realized losses on any of its accounts and management believes such funds are subject to minimal credit risk. Such deposits have and will continue to exceed federally insured limits. As of December 31, 2019 and 2018 , the Company has no off-balance sheet risk such as foreign exchange contracts, option contracts, or other foreign hedging arrangements. The Company is subject to a number of risks similar to other early-stage biopharmaceutical companies, including, but not limited to, the need to obtain adequate additional funding, possible failure of current or future preclinical testing or clinical trials, its reliance on third parties to conduct its clinical trials, the need to obtain regulatory and marketing approvals for its product candidates, competitors developing new technological innovations, the need to successfully commercialize and gain market acceptance of the Company’s product candidates, its right to develop and commercialize its product candidates pursuant to the terms and conditions of the licenses granted to the Company, protection of proprietary technology, the ability to make milestone, royalty or other payments due under any license or collaboration agreements, and the need to secure and maintain adequate manufacturing arrangements with third parties. If the Company does not successfully commercialize or partner any of its product candidates, it will be unable to generate product revenue or achieve profitability. Comprehensive Loss Comprehensive loss includes net loss and certain changes in stockholders’ equity (deficit) that are excluded from net loss. The Company's only element of other comprehensive income (loss) is unrealized gains and losses on available-for-sale investments. Comprehensive loss totaled $85.5 million and $57.0 million for the years ended December 31, 2019 and 2018 , respectively, and was not significantly different than net loss. For the year ended December 31, 2017 comprehensive loss was equal to net loss. Cash, Cash Equivalents and Restricted Cash Cash equivalents are comprised of highly liquid investments that are readily convertible into cash with original maturities of three months or less. Cash and cash equivalents include cash held in banks and amounts held in money market funds and U.S. treasuries with original maturities of three months or less. Cash equivalents are stated at cost, which approximates market value. The Company’s restricted cash consists of restricted cash in connection with building leases for the Company’s office and laboratory premises and deposits held in relation to the company's credit card facility. Restricted cash as of December 31, 2019 and 2018 was $1.5 million and $1.3 million , respectively, and is classified within other assets on the accompanying consolidated balance sheet. The following reconciles cash, cash equivalents and restricted cash as of December 31, 2019 and 2018 , as presented on the Company's statements of cash flows to its related balance sheet accounts (in thousands): December 31, 2019 2018 Cash and cash equivalents: Cash $ 1,634 $ 1,300 Money market funds 76,199 91,801 Total cash and cash equivalents 77,833 93,101 Restricted cash 1,500 1,250 Cash, cash equivalents and restricted cash $ 79,333 $ 94,351 Investments The Company accounts for and classifies its investments as either “available-for-sale,” “trading,” or “held-to-maturity,” in accordance with the accounting guidance related to the accounting and classification of certain investments in debt and equity securities. The determination of the appropriate classification is based primarily on management’s intent to sell the investment at the time of purchase. As of December 31, 2019 , the Company had no investments. As of December 31, 2018 , all of the Company's investments were classified as available‑for‑sale securities. Available‑for‑sale securities are those securities which the Company views as available for use in current operations, if needed. The Company generally classifies its available‑for‑sale securities as short‑term investments, even though the stated maturity date may be one year or more beyond the current balance sheet date. Available‑for‑sale investments are stated at fair value with their unrealized gains and losses included in accumulated other comprehensive loss within stockholders’ (deficit) equity, until such gains and losses are realized in other income (expense) within the consolidated statements of operations and comprehensive loss or until an unrealized loss is considered other‑than‑temporary. The Company recognizes other‑than‑temporary impairments of its investments in debt securities when there is a decline in fair value below the amortized cost basis and if (a) it has the intent to sell the security or (b) it is more likely than not that the Company will be required to sell the security prior to recovery of its amortized cost basis. If either of these conditions is met, the Company recognizes the difference between the amortized cost of the security and its fair value at the impairment measurement date in the consolidated statements of operations and comprehensive loss. If neither of these conditions is met, the Company must perform an additional analysis to evaluate whether the unrealized loss is associated with the creditworthiness of the issuer of the security rather than other factors, such as interest rates or market factors. If the Company determines from this analysis that it does not expect to receive cash flows sufficient to recover the entire amortized cost of the security, a credit loss exists, the impairment is considered other-than-temporary and is recognized in its consolidated statements of operations and comprehensive loss. Fair Value of Financial Instruments ASC 820, Fair Value Measurement (“ASC 820”), establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances. ASC 820 identifies fair value as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a three-tier fair value hierarchy that distinguishes between the following: • Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities; • Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and • Level 3 inputs are unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. An entity may choose to measure many financial instruments and certain other items at fair value at specified election dates. Subsequent unrealized gains and losses on items for which the fair value option has been elected will be reported in earnings. The Company did not elect to measure any additional financial instruments or other items at fair value. Warrants to Purchase Convertible Preferred Stock The Company accounts for warrant instruments that either conditionally or unconditionally obligate the issuer to transfer assets as liabilities regardless of the timing of the redemption feature or price, even though the underlying shares may be classified as equity. These warrants are subject to revaluation at each balance sheet date, and any changes in fair value are recorded as a component of other income/(expense), until the earlier of their exercise or expiration or the completion of a liquidation event, at which time the warrant liability may be reclassified to stockholders’ equity if the criteria for recording the warrant as an equity instrument are met. Per the terms of the warrants, upon completion of a qualified public offering, any unexercised warrants are converted into warrants to purchase common shares. Property and Equipment Property and equipment consists of computer hardware and software, furniture and fixtures, office equipment, research and lab equipment, and leasehold improvement recorded at cost. Lab equipment used in research and development activities is only capitalized when it has an alternative future use. These amounts are depreciated using the straight-line method over the estimated useful lives of the assets. 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. A summary of the estimated useful lives is as follows: Classification Estimated Useful Life Computer hardware 3 - 5 Years Computer software 3 years Furniture and fixtures 7 years Research and lab equipment (new/used) 5 years / 3 years Leasehold improvements Lesser of asset life or Repairs and maintenance costs are expensed as incurred. Impairment of Long-Lived Assets The Company periodically evaluates property and equipment 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 material impairment charges during the years presented. Deferred Rent Certain of the Company’s operating lease agreements include scheduled rent escalations over the lease term, as well as lease incentives. Rent expense is charged ratably over the life of the lease. Deferred rent consists of the difference between cash payments and the recognition of rent expense on a straight-line basis for the buildings the Company occupies. Lease incentives are recorded as a deferred rent liability and are amortized on a straight-line basis over the term of the lease as a reduction to rent expense. Research and Development Costs Research and development costs are expensed in the period incurred. Research and development expenses consist of both internal and external costs such as payroll, consulting, and manufacturing costs associated with the development of the Company’s product candidates. Costs for certain development activities, such as clinical trials and manufacturing development activities, are recognized based on an evaluation of the progress to completion of specific tasks using data such as patient enrollment, clinical site activations, and information provided to the Company by its vendors on their actual costs incurred or level of effort expended. Payments for these activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected on the consolidated balance sheets as prepaid or accrued research and development expenses. Nonrefundable advance payments for goods or services to be received in the future for use in research and development activities are deferred and capitalized. The capitalized amounts are expensed as the related goods are delivered or the services are performed. The Company has and may continue to acquire the rights to develop and commercialize new product candidates from third parties. The upfront payments to acquire license, product or rights, as well as any future milestone payments, are immediately recognized as research and development expense provided that there is no alternative future use of the rights in other research and development projects. Any milestone payments made for Intellectual Property after regulatory approval, or that have alternative future use, are capitalized and amortized. Income Taxes The Company records deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the Company’s financial statement carrying amounts and the tax bases of assets and liabilities and for loss and credit carryforwards using enacted tax rates expected to be in effect in the years in which the differences reverse. A valuation allowance is provided to reduce the net deferred tax assets to the amount that will more likely than not be realized. The Company determines whether it is more likely than not that a tax position will be sustained upon examination. If it is not more likely than not that a position will be sustained, none of the benefit attributable to the position is recognized. The tax benefit to be recognized for any tax position that meets the more-likely-than-not recognition threshold is calculated as the largest amount that is more than 50% likely of being realized upon resolution of the contingency. The Company accounts for interest and penalties related to uncertain tax positions as part of its provision for income taxes. Stock-Based Compensation The Company records stock-based compensation for options granted to employees and directors based on the grant date fair value of awards issued. The expense is recorded over the requisite service period, which is the vesting period, on a straight-line basis. The Company uses the Black-Scholes option-pricing model to determine the fair value of stock options. The determination of the fair value of stock options on the date of grant using an option-pricing model is affected by the Company’s common stock price, as well as a number of other assumptions. The Company records forfeitures as they occur. The Company accounts for stock-based compensation arrangements with non-employees based upon the fair value of the consideration received or the equity instruments issued, whichever is more reliably measurable. The measurement date for non-employee awards is generally the date performance of services required from the non-employee is complete. Stock-based compensation costs for non-employee awards are recognized as services are provided, which is generally the vesting period, on a straight-line basis. The unvested portion of the stock options is subject to re-measurement over the vesting period and forfeitures are recorded as they occur. 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 purpose of allocating resources. Net Loss per Share Attributable to Common Stockholders Basic net loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, without consideration for common stock equivalents. Net loss applicable to common stockholders is calculated by adjusting the net loss of the Company for cumulative preferred stock dividends. Diluted net loss per share applicable to common stockholders is calculated by adjusting weighted average shares outstanding for the dilutive effect of common stock equivalents outstanding for the period. For purposes of the dilutive net loss per share applicable to common stockholders calculation, convertible preferred stock, warrants, stock options, and unvested restricted stock are considered to be common stock equivalents but are excluded from the calculation of diluted net loss per share applicable to common stockholders, as their effect would be anti-dilutive; therefore, basic and diluted net loss per share applicable to common stockholders were the same for all periods presented. Recently Adopted Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), and further updated through ASU 2016-12 (“ASU 2016-12”), which amends the existing accounting standards for revenue recognition. ASU 2014-09 is based on principles that govern the recognition of revenue at an amount to which an entity expects to be entitled when products are transferred to customers. This guidance is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2017, for public entities and no later than for annual reporting periods beginning after December 15, 2018, for non-public entities. The new revenue standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. The Company adopted ASU 2014-09 on January 1, 2019 and has concluded that the adoption did not have a material impact on its consolidated financial statements as the Company is not yet generating revenues. In November 2018, the FASB issued ASU No. 2018-18, Collaborative Arrangements (Topic 808)-Clarifying the Interaction between Topic 808 and Topic 606 ("ASU 2018-18"). The amendments in ASU 2018-18 make targeted improvements to U.S. GAAP for collaborative arrangements by clarifying that certain transactions between collaborative arrangement participants should be accounted for as revenue under Topic 606 when the collaborative arrangement participant is a customer in the context of a unit of account. In those situations, all the guidance in Topic 606 should be applied, including recognition, measurement, presentation, and disclosure requirements. In addition, unit-of-account guidance in Topic 808 was aligned with the guidance in Topic 606 (that is, a distinct good or service) when an entity is assessing whether the collaborative arrangement or a part of the arrangement is within the scope of Topic 606. ASU 2018-18 is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted, including adoption in any interim period. The amendments in this Update should be applied retrospectively to the date of initial application of Topic 606. The Company adopted ASU 2018-18 on January 1, 2019 and has concluded the adoption did not have a material impact on its consolidated financial statements as the Company does not have any collaborative agreements under which any participant is considered a customer of the Company. Accounting Pronouncements Issued and Not Adopted as of December 31, 2019 In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”), which supersedes the guidance in former ASC 840, Leases. The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to the historical guidance for operating leases. In July 2018, the FASB also issued ASU 2018-11, Leases (Topic 842): Targeted Improvements , which permits entities to continue applying legacy guidance in ASC 840, Leases , including its disclosure requirements, in the comparative periods presented in the year that the entity adopts the new leasing standard. This guidance is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2018 for most public entities. The Company will adopt this new standard on January 1, 2020 using the transition method permitted by ASU 2018-11. The Company has elected, in transition, to apply the package of practical expedients which allows the Company not to reassess whether existing contracts are or contain leases, the classification of existing leases, and whether initial direct costs qualify for capitalization. Additionally, the Company expects to elect the package of practical expedients to: i) not recognize lease assets and lease liabilities for leases with a term of 12 months of less; and ii) not separate the non-lease components from the associated lease components for leases of real estate and, instead, account for each non-lease component and associated lease component as a single component. Although its assessment is not complete, the Company currently expects the adoption of this guidance to result in the addition of material balances of leased assets and corresponding lease liabilities to its consolidated balance sheets, primarily relating to leases of office space. In June 2018, the FASB issued ASU No. 2018-07, Stock-based Compensation: Improvements to Nonemployee Share-based Payment Accounting (Topic 718) ("ASU 2018-07"), which amends the existing accounting standards for share-based payments to nonemployees. This ASU aligns much of the guidance on measuring and classifying nonemployee awards with that of awards to employees. Under the new guidance, the measurement of nonemployee equity awards is fixed on the grant date. This ASU becomes effective in the first quarter of fiscal year 2020 and early adoption is permitted but no earlier than the Company's adoption date of Topic 606. Entities will apply the ASU by recognizing a cumulative-effect adjustment to retained earnings as of the beginning of the annual period of adoption. The Company is currently evaluating the impact that ASU 2018-07 will have on its consolidated financial statements. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2019 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Investments As of December 31, 2019 , the Company did no t hold any short-term investments. As of December 31, 2018 , the Company had short-term investments, consisting entirely of U.S. treasury securities, of $54.8 million . The following table summarizes the Company's investments held at December 31, 2018 , which are all classified as available-for-sale (in thousands): Description Amortized Cost Unrealized Gain Unrealized Loss Fair Value December 31, 2018: U.S. treasury securities $ 54,836 $ — $ (18 ) $ 54,818 Total $ 54,836 $ — $ (18 ) $ 54,818 The amortized cost of available-for-sale securities is adjusted for amortization of premiums and accretion of discounts to maturity. At December 31, 2019 the Company had no accumulated other comprehensive loss. There were no material realized gains or losses recognized on the sale or maturity of available-for-sale securities during the years ended December 31, 2019 or 2018 , and as a result, there were no material reclassifications out of accumulated other comprehensive loss for the same periods. As of December 31, 2018 , the aggregate fair value of securities held by the Company in an unrealized loss position for less than twelve months was $54.8 million and none of these securities had remaining maturities of greater than one year. The Company has the intent and ability to hold such securities until recovery. The Company determined that there has been no material change in the credit risk of the above investments. As a result, the Company determined it did not hold any investments with any other-than-temporary impairment as of December 31, 2018 . |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following tables present information about the Company’s financial assets and liabilities that have been measured at fair value as of December 31, 2019 and 2018 (in thousands): Description December 31, 2019 Active Markets (Level 1) Observable Inputs (Level 2) Unobservable Inputs (Level 3) Assets: Money market funds included within cash and cash equivalents $ 76,199 $ 76,199 $ — $ — Total $ 76,199 $ 76,199 $ — $ — Description December 31, 2018 Active Markets (Level 1) Observable Inputs (Level 2) Unobservable Inputs (Level 3) Assets: Money market funds included within cash and cash equivalents $ 91,801 $ 91,801 $ — $ — U.S. treasury securities included within short-term investments 54,818 — 54,818 — Total $ 146,619 $ 91,801 $ 54,818 $ — As of December 31, 2019 and 2018 , the Company's cash equivalents and short-term investments have been initially valued at the transaction price and subsequently valued utilizing a third-party pricing service. The Company validates the prices provided by its third-party pricing service by understanding the models used and obtaining market values from other pricing sources. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment consists of the following (in thousands): December 31, 2019 2018 Property and equipment: Lab equipment $ 7,479 $ 5,393 Leasehold improvements 2,014 1,824 Furniture and fixtures 750 525 Computers and software 204 115 Office equipment 9 9 Construction-in-process 1,594 1,011 Property and equipment 12,050 8,877 Less: accumulated depreciation (3,709 ) (1,952 ) Property and equipment, net $ 8,341 $ 6,925 The Company recognized $1.8 million , $1.9 million and $0.8 million of depreciation expense for the years ended December 31, 2019 , 2018 and 2017 , respectively. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses Accrued expenses consist of the following (in thousands): December 31, 2019 2018 Accrued external research and development expenses $ 4,583 $ 1,587 Accrued payroll and related expenses 3,149 2,198 Accrued professional fees 659 1,010 Accrued other 367 170 Total accrued expenses $ 8,758 $ 4,965 |
Loan and Security Agreement
Loan and Security Agreement | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Loan and Security Agreement | Loan and Security Agreement 2016 Credit Facility In 2016, the Company entered into a credit facility (the “2016 Credit Facility”) with a bank that allowed the Company to borrow up to $15.0 million . Borrowings under the 2016 Credit Facility were secured by a lien on all Company assets, excluding intellectual property. Prior to 2018, a total of $10.0 million was drawn under the 2016 Credit Facility, and in February 2018, the Company drew the remaining $5.0 million available. This resulted in an increase to the interest rate to the higher of (i) prime plus 0.25% or (ii) 4.50% per annum and extended the interest only payment period through to August 15, 2019. Upon the expiration of the interest only period, amounts borrowed would have been repayable over 24 equal monthly payments of principal plus interest accrued through August 15, 2021. The Company had the ability to prepay the outstanding balance of the 2016 Credit Facility at its option with a prepayment fee of 2% of principal amount if prepayment was made before August 15, 2018 or 0.5% if the prepayment was made between August 15, 2018 and August 15, 2019. In conjunction with the February 2018 drawdown, the Company issued a warrant to purchase up to 34,722 shares of the Company’s Series B preferred stock at an exercise price of $1.80 per share. As part of the February 2018 drawdown, the loan and security agreement was amended to include the payment of a $0.3 million success fee to the financial institution in the event of a liquidation event, including an initial public offering. The success fee represented an embedded derivative which the Company bifurcated from the debt arrangement and carried at fair value. In May 2018, the Company completed its IPO and paid the success fee of $0.3 million . In addition, the warrant issued in February 2018 was exercised in May 2018. The 2016 Credit Facility contained negative covenants restricting the Company’s activities, including limitations on cash deposits, dispositions, mergers or acquisitions, incurring indebtedness or liens, paying dividends or making investments and certain other business transactions. There were no financial covenants associated with the agreement 2019 Credit Facility On July 19, 2019, the Company entered into a loan and security agreement (as amended, the "2019 Credit Facility") with K2 HealthVentures LLC and others (collectively, "K2HV") pursuant to which the K2HV agreed to make term loans in an aggregate principal amount of up to $45.0 million available to the Company in three tranches. The initial tranche of $20.0 million was funded upon closing on July 19, 2019. The second tranche of $10.0 million is available to be funded at the Company's election between December 1, 2019 and June 1, 2020, subject to certain customary conditions. The third tranche of $15.0 million is available to be funded at the Company's election on or before January 15, 2021, subject to certain customary conditions and the achievement of certain clinical development milestones. Borrowings under the 2019 Credit Facility are collateralized by substantially all of the Company's personal property, excluding intellectual property, and the Company pledged its equity interests in its subsidiaries, subject to certain limitations with respect to its foreign subsidiaries. Interest on the outstanding loan balance will accrue at a variable annual rate equal to the greater of (i) 8.65% and (ii) the prime rate plus 3.15% . The Company is required to make interest-only payments on the loans on a monthly basis through February 28, 2022. If the Company elects to draw the third tranche, the interest-only period will be extended through August 31, 2022. Subsequent to the interest only periods, the Company is required to make equal monthly payments of principal plus interest until the loans mature on August 1, 2024. Upon final payment or prepayment of the loans, the Company must pay a final payment equal to 4.3% of the loans borrowed, which is being accrued to interest expense over the term of the loan using the effective-interest method. The Company incurred fees associated with establishing the 2019 Credit Facility of $0.4 million . The Company has an option to prepay the loans in whole, subject to a prepayment fee of 2% of the amount prepaid or, if the prepayment occurs after the 18 -month anniversary of the funding date of the loans, 1% of the amount prepaid. The 2019 Credit Facility contains customary representations, warranties and covenants and also includes customary events of default, including payment defaults, breaches of covenants, change of control and occurrence of a material adverse effect. The Company has determined that the risk of subjective acceleration under the material adverse events clause was remote and therefore has classified the long-term portion of the outstanding principal in non-current liabilities. Upon the occurrence and continuation of an event of default, a default interest rate of an additional 5% per annum may be applied to the outstanding loan balances, and the administrative agent, collateral agent, and lenders may declare all outstanding obligations immediately due and payable and exercise all of their rights and remedies as set forth in the 2019 Credit Facility and under applicable law. As of December 31, 2019 , the Company was in compliance with all covenants under the 2019 Credit Facility. The Company used the proceeds from the initial $20.0 million tranche to prepay the full $15.0 million loan balance outstanding under the 2016 Credit Facility on July 19, 2019. The Company has the following minimum aggregate future loan payments at December 31, 2019 (in thousands): 2020 $ 1,759 2021 1,754 2022 8,201 2023 8,847 2024 6,369 Total minimum payments $ 26,930 Less amounts representing interest and discount (7,296 ) Long-term debt $ 19,634 Interest expense related to the Company's 2016 Credit Facility was approximately $0.5 million , $0.9 million , and $0.5 million , respectively, for the years ended December 31, 2019 , 2018 and 2017 . Interest expense related to the Company's 2019 Credit Facility was approximately $0.8 million for the year ended December 31, 2019 . |
In-License Agreements
In-License Agreements | 12 Months Ended |
Dec. 31, 2019 | |
Research and Development [Abstract] | |
In-License Agreements | In-License Agreements Mayo Foundation for Medical Education and Research On June 10, 2016, the Company entered into a Research and License Agreement, (the “2016 Mayo License Agreement”) with the Mayo Foundation for Medical Education and Research, an affiliate of Mayo Clinic (the “Mayo Clinic”). Under the 2016 Mayo License Agreement, the Mayo Clinic was entitled to certain participation rights in connection with the issuance and sale of Series B Preferred Stock. The 2016 Mayo License Agreement allowed the Mayo Clinic to purchase shares at the same price paid as other investors and is considered to be a fair value contract. In 2018 , the Mayo Clinic purchased 1,666,667 shares of Series B Preferred Stock at $1.80 per share. Also pursuant to the 2016 Mayo License Agreement, the Mayo Clinic received 490 shares of common stock upon the completion of certain project milestones as well as warrants to purchase common stock (the “Mayo Warrants”) exercisable for 18 shares and 116 shares of common stock upon the completion of certain additional project milestones. The Mayo Warrants were fully vested and expensed in 2016. On April 9, 2018, the Mayo Clinic exercised its warrant and was issued 134 shares of common stock. On August 6, 2017, the Company and the Mayo Clinic entered into a license agreement (“2017 Mayo License Agreement”). Under the 2017 Mayo License Agreement, the Mayo Clinic granted the Company (i) an exclusive, worldwide, sublicensable license under the Mayo Clinic’s rights to certain intellectual property and microbial strains (ii) a non-exclusive, worldwide, sublicensable license to certain related know-how, in each case, to develop and commercialize certain microbial strains and licensed products incorporating any such strains. As consideration, the Company paid a nonrefundable upfront fee of $0.2 million and annual license maintenance fees. Nonrefundable upfront fees were expensed in full to research and development expense in 2017. Annual maintenance fees will be expensed as incurred over the term of the agreement. The Company may owe the Mayo Clinic milestone payments upon the achievement of certain development, regulatory, and commercial milestones, up to a maximum of $56.0 million in the aggregate, as well as royalties on net sales of licensed products in low single-digit percentages. As of December 31, 2019 , the Company has incurred milestone payments to date totaling approximately $0.2 million under the agreement of which no amounts are currently due. University of Chicago On March 10, 2016, the Company and the University of Chicago entered into a patent license agreement (“2016 University of Chicago Agreement”). Under the 2016 University of Chicago Agreement, the University of Chicago granted the Company (i) an exclusive, royalty-bearing and sublicensable license under the Licensed Patents and (ii) a non-exclusive, royalty-bearing, sublicensable license to access the technical information to diligently develop and commercialize Licensed Products. As consideration, the Company paid a nonrefundable upfront fee of less than $0.5 million and will pay annual license maintenance fees. Nonrefundable upfront fees were expensed in full to research and development expense in 2016. Annual maintenance fees will be expensed as incurred over the term of the agreement. The Company may owe the University of Chicago milestone payments, totaling an aggregate of approximately $60.9 million , upon the achievement of certain development, regulatory, and commercial milestones, as well as royalties on net sales of licensed products ranging from low to high single-digit percentages. In addition, the Company also agreed to pay the University of Chicago a share of sublicense revenue. As of December 31, 2019 , the Company has incurred milestone payments to date totaling approximately $0.4 million under the agreement of which no amounts are currently due. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Lease Obligations In January 2018, the Company entered into an operating sublease arrangement to lease approximately 40,765 square feet for its office and research development space at 620 Memorial Drive, Cambridge, MA 02139 from February 2018 to September 2025. The Company maintains an additional separate operating lease for office and laboratory space that is scheduled to expire in 2020. The leases require security deposits, which the Company has primarily met with letters of credit from a financial institution that are secured with cash on deposit. In June 2018, the Company entered into a sublease arrangement with a third party to lease space subject to an operating lease that is scheduled to expire in 2020. The future minimum rental payments to be received under this agreement total $0.2 million and are equivalent to the minimum payments due from the Company to the landlord. The Company recorded $2.9 million , $3.2 million , and $1.0 million of rent expense for the years ended December 31, 2019 , 2018 and 2017 , respectively, which are net of sublease rental income of $0.5 million , $0.2 million , and none , respectively. The minimum aggregate future lease commitments at December 31, 2019 , are as follows (in thousands): 2020 $ 3,088 2021 2,973 2022 3,062 2023 3,154 2024 3,249 Thereafter 2,492 $ 18,018 Collaboration Agreement with Sacco S.r.l. In July 2019, the Company entered into an agreement with Sacco S.r.l. ("Sacco"), an affiliate of one of the Company’s existing contract manufacturing organizations, pursuant to which and subject to certain exceptions for pre-existing products for pre-existing customers, Sacco will manufacture and supply single strain, non-genetically modified microbes intended for oral delivery or oral use in pharmaceutical products exclusively for the Company for a period of five years . Sacco may terminate the agreement if the provision of manufacturing services has been, or is scheduled to be, inactive for a period of six consecutive months. The Company has agreed to pay Sacco an aggregate of €3.0 million , €0.6 million annually, during the exclusivity period. The Company recognized €0.6 million in expense associated with this agreement during the year ended December 31, 2019 . Equipment Funding Arrangement In July 2019, the Company entered into an arrangement with one of its external manufacturing partners providing the Company with priority access to future manufacturing services which will be rendered using certain dedicated equipment. In return for such access, the Company committed to provide funding for the purchase of the dedicated equipment in an aggregate amount of £0.8 million . An upfront payment of £0.4 million was paid in 2019 and, the remaining amounts will be paid subject to the manufacturer's installation and qualification of the equipment, estimated to occur in early 2020. Agreement with Biose Industrie On February 15, 2018, the Company entered into an agreement with Biose Industrie (“Biose”), a French corporation, in which Biose has agreed to exclusively manufacture certain microbial biotherapeutic products for the Company and reserve agreed upon manufacturing resources to conduct manufacturing runs for such products. Under the terms of this agreement, the Company agreed to annual fees in the mid-six digits in consideration of both exclusivity for the manufacture of monoclonal microbials and for a set minimum number of manufacturing runs per year. Exclusivity fees paid and any minimum commitments are expensed as incurred. At December 31, 2019 , aggregate minimum payments over the remaining contract life total approximately $1.3 million . Litigation and Other Proceedings The Company may periodically become subject to legal proceedings and claims arising in connection with on-going business activities, including claims or disputes related to patents that have been issued or that are pending in the field of research on which the Company is focused. The Company is not a party to any material litigation and does not have contingency reserves established for any litigation liabilities. In April 2019, the United States Patent and Trademark Office ("USPTO"), granted a third-party petition to initiate a post-grant review of a patent issued to the University of Chicago, to which the Company has an exclusive license from the University of Chicago. Although the Company believes that the subject patent is valid, there is a possibility that the USPTO could invalidate the patent or require the University of Chicago to narrow the claims contained in the patent. Under the terms of the license agreement, the Company is responsible for reimbursing the University of Chicago for patent defense. |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) and Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2019 | |
Temporary Equity Disclosure [Abstract] | |
Stockholders’ Equity (Deficit) and Convertible Preferred Stock | Stockholders’ Equity (Deficit) and Convertible Preferred Stock Common Stock On April 27, 2018, the Company filed an amendment to its certificate of incorporation with the Secretary of State of the State of Delaware to effect a 1-for-4.079 reverse stock split of the Company’s common stock. All share and per share data shown in the consolidated financial statements and related notes have been retroactively revised to reflect the reverse stock split. On May 11, 2018, the Company completed an IPO of 5,312,500 shares of its common stock for aggregate gross proceeds of $85.0 million . The Company received approximately $75.8 million in net proceeds after deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company. Upon closing of the IPO, all of the outstanding shares of convertible preferred stock automatically converted into 22,386,677 shares of common stock at the applicable conversion ratio then in effect On May 11, 2018, the Company filed a restated certificate of incorporation with the Secretary of the State of Delaware, which became effective in connection with the closing of the IPO. Pursuant to the restated certificate of incorporation, the Company is authorized to issue 200,000,000 shares of common stock and 10,000,000 shares of preferred stock. On June 3, 2019, the Company filed a Registration Statement on Form S-3 (File No. 333-231911) (the “Shelf”) with the SEC in relation to the registration of common stock, preferred stock, debt securities, warrants and/or units of any combination thereof in the aggregate amount of up to $200.0 million for a period of up to three years from the date of the filing. The Company also simultaneously entered into a sales agreement with Cowen and Company, LLC, as sales agent, providing for the offering, issuance and sale by the Company of up to an aggregate $50.0 million of its common stock from time to time in “at-the-market” offerings under the Shelf. As of December 31, 2019, no securities have been issued pursuant to the sales agreement. Convertible Preferred Stock Upon closing of the IPO in May 2018, all 91,315,295 outstanding shares of the Series A, Series A-1, Series A-2, Series A-3, Series B and Series C Preferred Stock automatically converted into 22,386,677 shares of the Company’s common stock at the applicable conversion ratio of 1-for-4.079. Prior to conversion, all shares of Preferred Stock accrued a cumulative dividend of 8% per annum. Dividends for the applicable periods are included in net loss attributable to common shareholders on the consolidated statement of operations through the conversion date. All accrued dividends earned on Preferred Stock were forfeited as of the conversion. In February and March 2018, the Company issued a total of 25,232,199 shares of Series C Preferred Stock at purchase price of $3.23 for gross proceeds $81.5 million under the same terms as the Series B Preferred Stock. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation 2018 Incentive Award Plan The Company’s board of directors adopted on April 18, 2018, and the Company’s stockholders approved, the 2018 Incentive Award Plan (the “2018 Plan”), which became effective May 8, 2018 and under which the Company may grant cash and equity-based incentive awards to the Company’s employees, officers, directors, consultants and advisors. Following the effectiveness of the 2018 Plan, the Company ceased making grants under the 2015 Stock Incentive Plan (as amended the “2015 Plan"). The 2018 Plan initially allowed the Company to grant awards for up to 1,344,692 shares of common stock plus that number of shares of common stock subject to awards outstanding under the 2015 Plan, that are forfeited, lapse unexercised or are settled in cash. Each year starting with 2019, the number of shares available for grants of awards under the 2018 Plan will be increased automatically on January 1 by a number of shares of common stock equal to the lesser of 4% of the shares of common stock outstanding on the final day of the preceding calendar year or the number of shares determined by the Company’s board of directors. Accordingly, on January 1, 2019, the number of shares authorized for issuance under the 2018 Incentive Plan was increased by 1,273,031 shares and on January 1, 2020 this number was further increased by 1,286,824 shares. The 2015 Plan continues to govern the terms and conditions of the outstanding awards granted under it. The exercise price of stock options granted under the 2018 Plan is equal to not less than the fair market value of a share of the Company’s common stock on the grant date. Other terms of awards, including vesting requirements, are determined by the board of directors and are subject to the provisions of the 2018 Plan. Stock options granted to employees generally vest over a four -year period but may be granted with different vesting terms. Certain options provide for accelerated vesting in the event of a change in control. Awards granted to non-employee consultants generally vest monthly over a period of one to four years. Stock options granted under the 2018 Plan expire no more than 10 years from the date of grant. As of December 31, 2019 , equity-based incentive awards covering 2,214,826 shares of the Company’s common stock have been issued under the 2018 Plan, of which 217,093 shares have been canceled and none have been exercised. As of December 31, 2019 , 1,063,503 shares of common stock are available for future grant under the 2018 Plan, which includes 443,513 shares subject to awards that were originally granted, and have since the effective date of the 2018 Plan been canceled or repurchased, under the 2015 Plan. 2015 Stock Incentive Plan Prior to the approval of the 2018 Plan, the Company granted equity awards under the 2015 Plan, which originally provided for grant of incentive stock options, non-qualified stock options, restricted stock awards, or RSAs, and other stock-based awards to the Company’s employees, officers, directors, consultants and advisors. The terms of equity award agreements, including vesting requirements, were determined by the board of directors and are subject to the provisions of the 2015 Plan. Stock options granted to employees generally vest over a four -year period but may be granted with different vesting terms. A limited number of awards contain performance-based vesting criteria and for such awards that are deemed probable of vesting, the Company records expense in the period in which such determination is made through any estimated remaining vesting period. Certain options provide for accelerated vesting in the event of a change in control. Awards granted to non-employee consultants generally vest monthly over a period of one to four years. Stock options issued under the 2015 Plan expire no more than 10 years from the date of grant. As of the effectiveness of the 2018 Plan, the Company ceased making awards under the 2015 Plan. Under the 2015 Plan, the Company was authorized to grant equity awards up to an aggregate of 5,417,044 shares of common stock. As of December 31, 2019 , an aggregate of 5,758,518 options and other equity awards had been granted under the 2015 Plan, of which 1,185,268 have been exercised, 879,522 have been canceled and 18,468 have been repurchased as of December 31, 2019 . A total of 113,006 shares previously reserved under the 2015 Plan that had not been exercised or were otherwise subject to outstanding exercise awards were no longer authorized as of May 8, 2018. Stock-Based Compensation Expense Stock-based compensation expense included in the Company’s statements of operations is as follows (in thousands): Year Ended December 31, 2019 2018 2017 Research and development $ 3,648 $ 2,508 $ 849 General and administrative 4,517 3,551 693 Total stock-based compensation expense $ 8,165 $ 6,059 $ 1,542 Stock Options A summary of the Company’s stock option activity and related information is as follows: Shares Weighted Average - Exercise Price Weighted Average - Remaining Contractual Life Aggregate Intrinsic Value(1) (in thousands) Options outstanding at December 31, 2018 4,917,811 $ 5.64 Granted 1,510,850 $ 11.04 Exercised (280,718 ) $ 1.82 Canceled (456,469 ) $ 9.08 Options outstanding at December 31, 2019 5,691,474 $ 6.99 7.88 $ 5,543 Exercisable at December 31, 2019 2,427,373 $ 4.30 7.05 $ 4,253 Vested and expected to vest as of December 31, 2019 5,691,474 $ 6.99 7.88 $ 5,543 (1) The aggregate intrinsic value of options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those stock options that had exercise prices lower than the fair value of the common stock as of the end of the period. The Company had 3,264,101 unvested stock options outstanding as of December 31, 2019 . The weighted-average fair value of options granted during the years ended December 31, 2019 , 2018 and 2017 was $7.46 , $8.00 and $4.89 , respectively. The aggregate intrinsic value of options exercised during the years ended December 31, 2019 , 2018 and 2017 was $1.8 million , $1.0 million and $0.8 million , respectively. When utilizing the Black-Scholes option-pricing model to determine the grant date fair value of stock options granted to employees as well as the vesting or re-measurement date fair value for awards granted to non-employees, the Company used the following weighted average, or ranges of, assumptions for options granted to employees and options granted to non-employees: Employee option grants Year Ended December 31, 2019 2018 2017 Risk-free interest rate 2.28 % 2.74 % 2.03 % Expected life (in years) 6.02 6.17 6.18 Volatility 76.2 % 77.0 % 79.5 % Expected dividend rate 0.00 % 0.00 % 0.00 % Expected Term: The expected term represents the period that the options granted are expected to be outstanding and is determined using the simplified method (based on the mid-point between the vesting date and the end of the contractual term). The expected life is applied to the stock option grant group as a whole as the Company does not expect substantially different exercise or post-vesting termination behavior among its employee population. Expected Volatility: The Company used an average historical stock price volatility of comparable public companies within the biotechnology and pharmaceutical industry that were deemed to be representative of future stock price trends as the Company does not have any trading history for its common stock. Risk-Free Interest Rate: The Company based the risk-free interest rate over the expected term of the options based on the constant maturity rate of U.S. Treasury securities with similar maturities as of the date of the grant. Expected Dividend: The Company has not paid and does not anticipate paying any dividends in the near future. Therefore, the expected dividend yield was zero . Fair Value of Underlying Common Stock: Prior to the commencement of trading of the Company's common stock on the Nasdaq Global Select Market, or Nasdaq, on May 9, 2018 in connection with the Company's IPO, the Company determined the fair value of the underlying common stock based on input from management and approved by the Board of Directors, which utilized the valuation of the Company’s enterprise value determined utilizing various methods including the back-solve method, the option-pricing method, or OPM, or a hybrid of the probability-weighted expected return method, or PWERM, and the OPM. The total enterprise value was then allocated to the various outstanding equity instruments, including the underlying common stock, utilizing the option-pricing model. Following the Company's IPO, the fair value of the underlying common stock has been determined by referencing the closing price on the Nasdaq on the date of each award. Non-employee option grants Year Ended December 31, 2019 2018 2017 Risk-free interest rate 1.98 % 2.71 % 2.30 % Expected life (in years) 7.63 8.29 9.43 Volatility 76.0 % 75.6 % 78.9 % Expected dividend rate 0.00 % 0.00 % 0.00 % The Company estimates the expected life of options granted based on the remaining contractual term of the option for options granted to non-employees. On January 30, 2018, the Company issued 250,000 shares of Series B Preferred Stock to a non-employee consultant as part of the consideration for the service performed and completed in 2017. The Company recognized $0.7 million as general and administrative expense in the consolidated statement of operations of which $0.1 million was recorded in 2018. As of December 31, 2019 , total unrecognized stock-based compensation expense relating to unvested stock options was $18.2 million . This amount is subject to change as the unvested portion of the stock options granted to non-employees is subject to re-measurement over the vesting period. This amount is expected to be recognized over a weighted average period of 2.39 years. 2018 Employee Stock Purchase Plan The Company's board of directors adopted on April 18, 2018, and the Company’s stockholders approved, the 2018 Employee Stock Purchase Plan (the “ESPP”), which became effective on May 8, 2018. A total of 336,356 shares of common stock were initially reserved for issuance under the ESPP. In addition, the number of shares of common stock that may be issued under the ESPP will automatically increase on the first day of each calendar year, beginning in 2020 and ending in 2028, by an amount equal to the lesser of (i) 1% of the number of shares of the Company’s common stock outstanding on the last day of the applicable preceding calendar year and (ii) an amount determined by the Company’s board of directors. The Company’s board of directors determined not to increase the number of shares that may be issued under the ESPP on January 1, 2020. The Company's board of directors has authorized an initial offering period under the ESPP commencing on February 1, 2020. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company has recorded a tax provision for December 31, 2019 of $0.2 million . The Company did not record a tax benefit for the periods presented due to the losses incurred and the need for a full valuation allowance on net deferred tax assets. The tax expense recorded for the December 31, 2019 period primarily relates to current tax expense at the Company's UK subsidiary. The difference between the income tax expense at the U.S. federal statutory rate and the recorded provision is primarily due to the valuation allowance provided on all deferred tax assets. The Company’s loss before income tax for the periods presented was generated in the United States with a small profit generated by the Company's subsidiary in the United Kingdom. December 31, 2019 2018 U.S. federal tax statutory rate 21.0 % 21.0 % State taxes, net of federal benefit 7.0 % 6.5 % Non-deductible stock compensation (0.6 )% (1.0 )% Other non-deductible expenses (0.4 )% (0.6 )% Credits 1.6 % 2.3 % Change in valuation allowance (29.1 )% (28.2 )% Other 0.3 % — % Total (0.2 )% — % December 31, 2019 2018 Deferred tax assets: Net operating loss carryforwards $ 25,895 $ 26,339 Research and development credits 4,856 2,721 Capitalized research and development, patent and start-up costs 22,101 360 Accrued expenses 1,006 918 Stock based compensation 2,335 1,017 Depreciation (295 ) (281 ) Deferred tax assets before valuation allowance 55,898 31,074 Valuation allowance (55,898 ) (31,074 ) Net deferred tax assets $ — $ — As of December 31, 2019 , the Company had approximately $96.1 million and $90.4 million of Federal and state Net Operating Losses (“NOLs”), respectively. The Federal NOLs include $49.9 million which expire at various dates through 2037 , and $46.2 million which carryforward indefinitely. The state NOLs expire at various dates through 2039. As of December 31, 2019 , the Company had federal and state research credits of $3.4 million and $1.9 million , respectively, which expire at various dates through 2039 . Realization of future tax benefits is dependent on many factors, including the Company’s ability to generate taxable income within the net operating loss carryforward period. Under the Internal Revenue Code provisions, certain substantial changes in the Company’s ownership, including the sale of the Company or significant changes in ownership due to sales of equity, have limited and may limit in the future, the amount of net operating loss carryforwards which could be used annually to offset future taxable income. The Company has not yet completed an analysis of ownership changes. The Company may also experience ownership changes in the future as a result of subsequent shifts in our stock ownership, some of which may be outside the Company’s control. As a result, the Company’s ability to use our pre-change NOLs to offset U.S. federal taxable income may be subject to limitations, which could potentially result in increased future tax liability to the Company. In addition, at the state level, there may be periods during which the use of NOLs is suspended or otherwise limited, which could accelerate or permanently increase state taxes owed. All NOLs generated post tax reform will have an indefinite life, are not subject to carryback provisions and limited to 80% of income in any year. 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 history of cumulative net losses incurred since inception and its lack of commercialization of any products or generation of any revenue from product sales since inception and has concluded that it is more likely than not that the Company will not realize the benefits of the deferred tax assets. Accordingly, a full valuation allowance has been established against the net deferred tax assets as of December 31, 2019 and 2018 , respectively. The valuation allowance increased by $24.8 million in 2019 primarily due to increases in net operating losses and research and development credits. As of December 31, 2019 and 2018 , the Company had no unrecognized tax benefits, respectively. Interest and penalty charges, if any, related to unrecognized tax benefits would be classified as income tax expense. The Company does not expect any significant change in its uncertain tax positions in the next twelve months. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share Basic and diluted net loss per common share is determined by dividing net loss attributable to common stockholders by the weighted-average common shares outstanding during the period. The Company has computed diluted net loss per common share after giving consideration to all potentially dilutive common shares, including options to purchase common stock, restricted common stock, convertible preferred stock and warrants to purchase convertible preferred stock, outstanding during the period determined using the if-converted and treasury stock methods, except where the effect of including such securities would be antidilutive. Because the Company has reported net losses since inception, these potential common shares have been anti-dilutive and therefore basic and diluted net loss per share have been equivalent. The following table presents securities that have been excluded from the computations of diluted weighted-average shares outstanding as they would be anti-dilutive: Year Ended December 31, 2019 2018 2017 Convertible preferred shares (as converted to common stock) — — 16,139,518 Warrant to purchase convertible preferred shares (as converted to common stock) and common shares — — 47,628 Unvested common stock from early exercise of options 61,653 125,781 257,876 Stock options to purchase common stock 5,691,474 4,917,811 3,179,536 Total 5,753,127 5,043,592 19,624,558 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The Company entered into an employment arrangement with Duncan McHale, an executive officer of Weatherden Ltd (“Weatherden”), a United Kingdom based clinical development consulting firm, beginning in December 2017. Pursuant to the terms of the agreement, the Company has agreed to pay Mr. McHale £0.3 million per year to serve as the Company’s Chief Medical Officer. The Company receives clinical advisory services from Weatherden through a supply of service agreement that was entered into during 2017 and, subsequently, a master services agreement in 2018. Duncan McHale, the Company’s Chief Medical Officer is a part owner of Weatherden. During the years ended December 31, 2019 , 2018 and 2017 , the Company paid Weatherden $1.0 million , $0.7 million , and $0.3 million , respectively. As of December 31, 2019 and 2018 , the amounts due to Weatherden were $0.2 million and $0.2 million , respectively. In June 2018, the Company entered into a subleasing arrangement with Ring Therapeutics (formerly known as VL46), an affiliate of one of its stockholders, Flagship Venture Funds. Under the terms of the sublease, the Company will invoice VL46 for an aggregate $0.9 million in rent payments which are due during the period from July 1, 2018 through May 31, 2020 plus any related taxes and lease operating costs. As of December 31, 2019 , $0.7 million related to this sublease agreement has been recorded as an offset to rent expense within the consolidated statements of operations and comprehensive loss. The Company entered into a consulting agreement with David Epstein (the "Consulting Agreement"), the Company's Chairman of the Board, effective September 16, 2019 pursuant to which Mr. Epstein will provide strategic advisory and other consulting services to the Company. The Consulting Agreement has a one year term and may be earlier terminated by either Mr. Epstein or the Company upon 30 days ’ notice, or 24 hours ’ notice by the non-breaching party in the event of a breach. In accordance with the terms of the Consulting Agreement, Mr. Epstein was granted an option to purchase 75,000 shares of the Company’s common stock, which award vests in 36 equal monthly installments subject to his continued provision of consulting services to the Company pursuant to the Consulting Agreement on the applicable vesting date. Under the Consulting Agreement, Mr. Epstein also is entitled to receive (i) an annual equity award on each anniversary of the effective date of the Consulting Agreement in the form of an option to purchase shares of the Company’s common stock having an aggregate grant date fair market value equal to approximately $0.2 million , as determined by the Board in its discretion based on customary option pricing methodologies, which award vests in full on the first anniversary of the grant date, subject to his continued provision of consulting services to the Company pursuant to the Consulting Agreement on the applicable vesting date, and (ii) an aggregate annual cash consulting fee of $0.3 million for his consulting services. All of the foregoing options, to the extent then outstanding, will be subject to accelerated vesting upon the occurrence of a change in control of the Company. |
Selected Quarterly Financial In
Selected Quarterly Financial Information (Unaudited) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Information (Unaudited) | Selected Quarterly Financial Information (Unaudited) The following table contains unaudited quarterly financial information for 2019 and 2018. The Company believes that the following information reflects all normal recurring adjustments necessary for a fair statement of the information for the periods presented. The operating results for any quarter are not necessarily indicative of results for any future period. Three Months Ended 2019 (in thousands except per share data) March 31 June 30 September 30 December 31 Total operating expenses $ 20,804 $ 21,387 $ 21,496 $ 22,670 Total other expense (income), net (505 ) (446 ) 137 (261 ) Income tax expense — — — 190 Net loss $ (20,299 ) $ (20,941 ) $ (21,633 ) $ (22,599 ) Net loss per share attributable to common stockholders, basic and diluted $ (0.64 ) $ (0.65 ) $ (0.67 ) $ (0.70 ) Three Months Ended 2018 (in thousands except per share data) March 31 June 30 September 30 December 31 Total operating expenses $ 10,425 $ 15,228 $ 16,457 $ 15,993 Total other expense (income), net 75 (82 ) (600 ) (550 ) Net loss $ (10,500 ) $ (15,146 ) $ (15,857 ) $ (15,443 ) Convertible preferred stock dividends (2,417 ) (1,520 ) — — Net loss attributable to common stockholders $ (12,917 ) $ (16,666 ) $ (15,857 ) $ (15,443 ) Net loss per share attributable to common stockholders, basic and diluted $ (3.29 ) $ (0.85 ) $ (0.50 ) $ (0.49 ) |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Going Concern | In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40) , the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company's ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. |
Organization and Basis of Presentation | The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standard Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). |
Use of Estimates | The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the accrual of research and development expenses and the valuation of stock-based awards. The Company bases its estimates on historical experience and other market-specific or other relevant assumptions that it believes to be reasonable under the circumstances. Actual results could differ from those estimates. |
Principles of Consolidation | The consolidated financial statements include the accounts of the Company and its wholly owned, controlled subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. |
Subsequent Event Considerations | The Company considers events or transactions that occur after the balance sheet date but prior to the issuance of the consolidated financial statements to provide additional evidence for certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated as required. The Company has evaluated all subsequent events and determined that there are no material recognized or unrecognized subsequent events requiring disclosure, other than those disclosed in this Annual Report on Form 10-K. |
Emerging Growth Company Status | is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, (the "JOBS Act"), and it may take advantage of reduced reporting requirements that are otherwise applicable to public companies. Evelo may take advantage of these exemptions until it is no longer an emerging growth company. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period afforded by the JOBS Act for the implementation of new or revised accounting standards. Evelo has elected to use the extended transition period for complying with new or revised accounting standards; and as a result of this election, its consolidated financial statements may not be comparable to companies that comply with public company effective dates. Evelo may take advantage of these exemptions up until the last day of the fiscal year following the fifth anniversary of IPO or such earlier time that it is no longer an emerging growth company. Evelo would cease to be an emerging growth company if it has more than $1.07 billion in annual revenue; it has more than $700.0 million in market value of its stock held by non-affiliates (and has been a public company for at least 12 months and has filed one annual report on Form 10-K), or it has issued more than $1.0 billion of non-convertible debt securities over a three -year period. |
Concentrations of Credit Risk and Off-Balance Sheet Risk | Financial instruments that potentially expose the Company to concentrations of credit risk primarily consist of cash, cash equivalents and short-term investments. The Company places its cash, cash equivalents and short-term investments in primarily two custodian accounts at accredited financial institutions. The Company’s available-for-sale investments primarily consist of U.S. Treasury securities. The Company has not experienced any realized losses on any of its accounts and management believes such funds are subject to minimal credit risk. Such deposits have and will continue to exceed federally insured limits. As of December 31, 2019 and 2018 , the Company has no off-balance sheet risk such as foreign exchange contracts, option contracts, or other foreign hedging arrangements. The Company is subject to a number of risks similar to other early-stage biopharmaceutical companies, including, but not limited to, the need to obtain adequate additional funding, possible failure of current or future preclinical testing or clinical trials, its reliance on third parties to conduct its clinical trials, the need to obtain regulatory and marketing approvals for its product candidates, competitors developing new technological innovations, the need to successfully commercialize and gain market acceptance of the Company’s product candidates, its right to develop and commercialize its product candidates pursuant to the terms and conditions of the licenses granted to the Company, protection of proprietary technology, the ability to make milestone, royalty or other payments due under any license or collaboration agreements, and the need to secure and maintain adequate manufacturing arrangements with third parties. If the Company does not successfully commercialize or partner any of its product candidates, it will be unable to generate product revenue or achieve profitability. |
Comprehensive Loss | Comprehensive loss includes net loss and certain changes in stockholders’ equity (deficit) that are excluded from net loss. |
Cash, Cash Equivalents and Restricted Cash | Cash equivalents are comprised of highly liquid investments that are readily convertible into cash with original maturities of three months or less. Cash and cash equivalents include cash held in banks and amounts held in money market funds and U.S. treasuries with original maturities of three months or less. Cash equivalents are stated at cost, which approximates market value. The Company’s restricted cash consists of restricted cash in connection with building leases for the Company’s office and laboratory premises and deposits held in relation to the company's credit card facility. |
Investments | The Company accounts for and classifies its investments as either “available-for-sale,” “trading,” or “held-to-maturity,” in accordance with the accounting guidance related to the accounting and classification of certain investments in debt and equity securities. The determination of the appropriate classification is based primarily on management’s intent to sell the investment at the time of purchase. As of December 31, 2019 , the Company had no investments. As of December 31, 2018 , all of the Company's investments were classified as available‑for‑sale securities. Available‑for‑sale securities are those securities which the Company views as available for use in current operations, if needed. The Company generally classifies its available‑for‑sale securities as short‑term investments, even though the stated maturity date may be one year or more beyond the current balance sheet date. Available‑for‑sale investments are stated at fair value with their unrealized gains and losses included in accumulated other comprehensive loss within stockholders’ (deficit) equity, until such gains and losses are realized in other income (expense) within the consolidated statements of operations and comprehensive loss or until an unrealized loss is considered other‑than‑temporary. The Company recognizes other‑than‑temporary impairments of its investments in debt securities when there is a decline in fair value below the amortized cost basis and if (a) it has the intent to sell the security or (b) it is more likely than not that the Company will be required to sell the security prior to recovery of its amortized cost basis. If either of these conditions is met, the Company recognizes the difference between the amortized cost of the security and its fair value at the impairment measurement date in the consolidated statements of operations and comprehensive loss. If neither of these conditions is met, the Company must perform an additional analysis to evaluate whether the unrealized loss is associated with the creditworthiness of the issuer of the security rather than other factors, such as interest rates or market factors. If the Company determines from this analysis that it does not expect to receive cash flows sufficient to recover the entire amortized cost of the security, a credit loss exists, the impairment is considered other-than-temporary and is recognized in its consolidated statements of operations and comprehensive loss. |
Fair Value of Financial Instruments | ASC 820, Fair Value Measurement (“ASC 820”), establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances. ASC 820 identifies fair value as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a three-tier fair value hierarchy that distinguishes between the following: • Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities; • Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and • Level 3 inputs are unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. An entity may choose to measure many financial instruments and certain other items at fair value at specified election dates. Subsequent unrealized gains and losses on items for which the fair value option has been elected will be reported in earnings. The Company did not elect to measure any additional financial instruments or other items at fair value. |
Warrants to Purchase Convertible Preferred Stock | The Company accounts for warrant instruments that either conditionally or unconditionally obligate the issuer to transfer assets as liabilities regardless of the timing of the redemption feature or price, even though the underlying shares may be classified as equity. These warrants are subject to revaluation at each balance sheet date, and any changes in fair value are recorded as a component of other income/(expense), until the earlier of their exercise or expiration or the completion of a liquidation event, at which time the warrant liability may be reclassified to stockholders’ equity if the criteria for recording the warrant as an equity instrument are met. Per the terms of the warrants, upon completion of a qualified public offering, any unexercised warrants are converted into warrants to purchase common shares. |
Property and Equipment | Property and equipment consists of computer hardware and software, furniture and fixtures, office equipment, research and lab equipment, and leasehold improvement recorded at cost. Lab equipment used in research and development activities is only capitalized when it has an alternative future use. These amounts are depreciated using the straight-line method over the estimated useful lives of the assets. 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. A summary of the estimated useful lives is as follows: Classification Estimated Useful Life Computer hardware 3 - 5 Years Computer software 3 years Furniture and fixtures 7 years Research and lab equipment (new/used) 5 years / 3 years Leasehold improvements Lesser of asset life or Repairs and maintenance costs are expensed as incurred. |
Impairment of Long-Lived Assets | The Company periodically evaluates property and equipment 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 material impairment charges during the years presented. |
Deferred Rent | Certain of the Company’s operating lease agreements include scheduled rent escalations over the lease term, as well as lease incentives. Rent expense is charged ratably over the life of the lease. Deferred rent consists of the difference between cash payments and the recognition of rent expense on a straight-line basis for the buildings the Company occupies. Lease incentives are recorded as a deferred rent liability and are amortized on a straight-line basis over the term of the lease as a reduction to rent expense. |
Research and Development Costs | Research and development costs are expensed in the period incurred. Research and development expenses consist of both internal and external costs such as payroll, consulting, and manufacturing costs associated with the development of the Company’s product candidates. Costs for certain development activities, such as clinical trials and manufacturing development activities, are recognized based on an evaluation of the progress to completion of specific tasks using data such as patient enrollment, clinical site activations, and information provided to the Company by its vendors on their actual costs incurred or level of effort expended. Payments for these activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected on the consolidated balance sheets as prepaid or accrued research and development expenses. Nonrefundable advance payments for goods or services to be received in the future for use in research and development activities are deferred and capitalized. The capitalized amounts are expensed as the related goods are delivered or the services are performed. The Company has and may continue to acquire the rights to develop and commercialize new product candidates from third parties. The upfront payments to acquire license, product or rights, as well as any future milestone payments, are immediately recognized as research and development expense provided that there is no alternative future use of the rights in other research and development projects. Any milestone payments made for Intellectual Property after regulatory approval, or that have alternative future use, are capitalized and amortized. |
Income Taxes | 50% likely of being realized upon resolution of the contingency. The Company accounts for interest and penalties related to uncertain tax positions as part of its provision for income taxes. |
Stock-Based Compensation | The Company records stock-based compensation for options granted to employees and directors based on the grant date fair value of awards issued. The expense is recorded over the requisite service period, which is the vesting period, on a straight-line basis. The Company uses the Black-Scholes option-pricing model to determine the fair value of stock options. The determination of the fair value of stock options on the date of grant using an option-pricing model is affected by the Company’s common stock price, as well as a number of other assumptions. The Company records forfeitures as they occur. The Company accounts for stock-based compensation arrangements with non-employees based upon the fair value of the consideration received or the equity instruments issued, whichever is more reliably measurable. The measurement date for non-employee awards is generally the date performance of services required from the non-employee is complete. Stock-based compensation costs for non-employee awards are recognized as services are provided, which is generally the vesting period, on a straight-line basis. The unvested portion of the stock options is subject to re-measurement over the vesting period and forfeitures are recorded as they occur. |
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 purpose of allocating resources. |
Net Loss per Share Attributable to Common Stockholders | Basic net loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, without consideration for common stock equivalents. Net loss applicable to common stockholders is calculated by adjusting the net loss of the Company for cumulative preferred stock dividends. Diluted net loss per share applicable to common stockholders is calculated by adjusting weighted average shares outstanding for the dilutive effect of common stock equivalents outstanding for the period. For purposes of the dilutive net loss per share applicable to common stockholders calculation, convertible preferred stock, warrants, stock options, and unvested restricted stock are considered to be common stock equivalents but are excluded from the calculation of diluted net loss per share applicable to common stockholders, as their effect would be anti-dilutive; therefore, basic and diluted net loss per share applicable to common stockholders were the same for all periods presented. |
Recently Adopted and Recently Issued and Not Yet Adopted Accounting Pronouncements | In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), and further updated through ASU 2016-12 (“ASU 2016-12”), which amends the existing accounting standards for revenue recognition. ASU 2014-09 is based on principles that govern the recognition of revenue at an amount to which an entity expects to be entitled when products are transferred to customers. This guidance is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2017, for public entities and no later than for annual reporting periods beginning after December 15, 2018, for non-public entities. The new revenue standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. The Company adopted ASU 2014-09 on January 1, 2019 and has concluded that the adoption did not have a material impact on its consolidated financial statements as the Company is not yet generating revenues. In November 2018, the FASB issued ASU No. 2018-18, Collaborative Arrangements (Topic 808)-Clarifying the Interaction between Topic 808 and Topic 606 ("ASU 2018-18"). The amendments in ASU 2018-18 make targeted improvements to U.S. GAAP for collaborative arrangements by clarifying that certain transactions between collaborative arrangement participants should be accounted for as revenue under Topic 606 when the collaborative arrangement participant is a customer in the context of a unit of account. In those situations, all the guidance in Topic 606 should be applied, including recognition, measurement, presentation, and disclosure requirements. In addition, unit-of-account guidance in Topic 808 was aligned with the guidance in Topic 606 (that is, a distinct good or service) when an entity is assessing whether the collaborative arrangement or a part of the arrangement is within the scope of Topic 606. ASU 2018-18 is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted, including adoption in any interim period. The amendments in this Update should be applied retrospectively to the date of initial application of Topic 606. The Company adopted ASU 2018-18 on January 1, 2019 and has concluded the adoption did not have a material impact on its consolidated financial statements as the Company does not have any collaborative agreements under which any participant is considered a customer of the Company. Accounting Pronouncements Issued and Not Adopted as of December 31, 2019 In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”), which supersedes the guidance in former ASC 840, Leases. The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to the historical guidance for operating leases. In July 2018, the FASB also issued ASU 2018-11, Leases (Topic 842): Targeted Improvements , which permits entities to continue applying legacy guidance in ASC 840, Leases , including its disclosure requirements, in the comparative periods presented in the year that the entity adopts the new leasing standard. This guidance is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2018 for most public entities. The Company will adopt this new standard on January 1, 2020 using the transition method permitted by ASU 2018-11. The Company has elected, in transition, to apply the package of practical expedients which allows the Company not to reassess whether existing contracts are or contain leases, the classification of existing leases, and whether initial direct costs qualify for capitalization. Additionally, the Company expects to elect the package of practical expedients to: i) not recognize lease assets and lease liabilities for leases with a term of 12 months of less; and ii) not separate the non-lease components from the associated lease components for leases of real estate and, instead, account for each non-lease component and associated lease component as a single component. Although its assessment is not complete, the Company currently expects the adoption of this guidance to result in the addition of material balances of leased assets and corresponding lease liabilities to its consolidated balance sheets, primarily relating to leases of office space. In June 2018, the FASB issued ASU No. 2018-07, Stock-based Compensation: Improvements to Nonemployee Share-based Payment Accounting (Topic 718) ("ASU 2018-07"), which amends the existing accounting standards for share-based payments to nonemployees. This ASU aligns much of the guidance on measuring and classifying nonemployee awards with that of awards to employees. Under the new guidance, the measurement of nonemployee equity awards is fixed on the grant date. This ASU becomes effective in the first quarter of fiscal year 2020 and early adoption is permitted but no earlier than the Company's adoption date of Topic 606. Entities will apply the ASU by recognizing a cumulative-effect adjustment to retained earnings as of the beginning of the annual period of adoption. The Company is currently evaluating the impact that ASU 2018-07 will have on its consolidated financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Reconciliation of Cash, Cash Equivalents and Restricted cash | The following reconciles cash, cash equivalents and restricted cash as of December 31, 2019 and 2018 , as presented on the Company's statements of cash flows to its related balance sheet accounts (in thousands): December 31, 2019 2018 Cash and cash equivalents: Cash $ 1,634 $ 1,300 Money market funds 76,199 91,801 Total cash and cash equivalents 77,833 93,101 Restricted cash 1,500 1,250 Cash, cash equivalents and restricted cash $ 79,333 $ 94,351 |
Summary of Estimated Useful Lives of Property and Equipment | A summary of the estimated useful lives is as follows: Classification Estimated Useful Life Computer hardware 3 - 5 Years Computer software 3 years Furniture and fixtures 7 years Research and lab equipment (new/used) 5 years / 3 years Leasehold improvements Lesser of asset life or Property and equipment consists of the following (in thousands): December 31, 2019 2018 Property and equipment: Lab equipment $ 7,479 $ 5,393 Leasehold improvements 2,014 1,824 Furniture and fixtures 750 525 Computers and software 204 115 Office equipment 9 9 Construction-in-process 1,594 1,011 Property and equipment 12,050 8,877 Less: accumulated depreciation (3,709 ) (1,952 ) Property and equipment, net $ 8,341 $ 6,925 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of Investments Classified as Available-For-Sale | The following table summarizes the Company's investments held at December 31, 2018 , which are all classified as available-for-sale (in thousands): Description Amortized Cost Unrealized Gain Unrealized Loss Fair Value December 31, 2018: U.S. treasury securities $ 54,836 $ — $ (18 ) $ 54,818 Total $ 54,836 $ — $ (18 ) $ 54,818 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets and Liabilities Measured at Fair Value | The following tables present information about the Company’s financial assets and liabilities that have been measured at fair value as of December 31, 2019 and 2018 (in thousands): Description December 31, 2019 Active Markets (Level 1) Observable Inputs (Level 2) Unobservable Inputs (Level 3) Assets: Money market funds included within cash and cash equivalents $ 76,199 $ 76,199 $ — $ — Total $ 76,199 $ 76,199 $ — $ — Description December 31, 2018 Active Markets (Level 1) Observable Inputs (Level 2) Unobservable Inputs (Level 3) Assets: Money market funds included within cash and cash equivalents $ 91,801 $ 91,801 $ — $ — U.S. treasury securities included within short-term investments 54,818 — 54,818 — Total $ 146,619 $ 91,801 $ 54,818 $ — |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | A summary of the estimated useful lives is as follows: Classification Estimated Useful Life Computer hardware 3 - 5 Years Computer software 3 years Furniture and fixtures 7 years Research and lab equipment (new/used) 5 years / 3 years Leasehold improvements Lesser of asset life or Property and equipment consists of the following (in thousands): December 31, 2019 2018 Property and equipment: Lab equipment $ 7,479 $ 5,393 Leasehold improvements 2,014 1,824 Furniture and fixtures 750 525 Computers and software 204 115 Office equipment 9 9 Construction-in-process 1,594 1,011 Property and equipment 12,050 8,877 Less: accumulated depreciation (3,709 ) (1,952 ) Property and equipment, net $ 8,341 $ 6,925 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consist of the following (in thousands): December 31, 2019 2018 Accrued external research and development expenses $ 4,583 $ 1,587 Accrued payroll and related expenses 3,149 2,198 Accrued professional fees 659 1,010 Accrued other 367 170 Total accrued expenses $ 8,758 $ 4,965 |
Loan and Security Agreement (Ta
Loan and Security Agreement (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Minimum Aggregate Future Loan Payments | The Company has the following minimum aggregate future loan payments at December 31, 2019 (in thousands): 2020 $ 1,759 2021 1,754 2022 8,201 2023 8,847 2024 6,369 Total minimum payments $ 26,930 Less amounts representing interest and discount (7,296 ) Long-term debt $ 19,634 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Minimum Aggregate Future Lease Commitments | The minimum aggregate future lease commitments at December 31, 2019 , are as follows (in thousands): 2020 $ 3,088 2021 2,973 2022 3,062 2023 3,154 2024 3,249 Thereafter 2,492 $ 18,018 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Stock-based Compensation Expense | Stock-based compensation expense included in the Company’s statements of operations is as follows (in thousands): Year Ended December 31, 2019 2018 2017 Research and development $ 3,648 $ 2,508 $ 849 General and administrative 4,517 3,551 693 Total stock-based compensation expense $ 8,165 $ 6,059 $ 1,542 |
Summary of Stock Option Activity | A summary of the Company’s stock option activity and related information is as follows: Shares Weighted Average - Exercise Price Weighted Average - Remaining Contractual Life Aggregate Intrinsic Value(1) (in thousands) Options outstanding at December 31, 2018 4,917,811 $ 5.64 Granted 1,510,850 $ 11.04 Exercised (280,718 ) $ 1.82 Canceled (456,469 ) $ 9.08 Options outstanding at December 31, 2019 5,691,474 $ 6.99 7.88 $ 5,543 Exercisable at December 31, 2019 2,427,373 $ 4.30 7.05 $ 4,253 Vested and expected to vest as of December 31, 2019 5,691,474 $ 6.99 7.88 $ 5,543 (1) The aggregate intrinsic value of options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those stock options that had exercise prices lower than the fair value of the common stock as of the end of the period. |
Schedule of Stock Option Valuation Assumptions | Non-employee option grants Year Ended December 31, 2019 2018 2017 Risk-free interest rate 1.98 % 2.71 % 2.30 % Expected life (in years) 7.63 8.29 9.43 Volatility 76.0 % 75.6 % 78.9 % Expected dividend rate 0.00 % 0.00 % 0.00 % When utilizing the Black-Scholes option-pricing model to determine the grant date fair value of stock options granted to employees as well as the vesting or re-measurement date fair value for awards granted to non-employees, the Company used the following weighted average, or ranges of, assumptions for options granted to employees and options granted to non-employees: Employee option grants Year Ended December 31, 2019 2018 2017 Risk-free interest rate 2.28 % 2.74 % 2.03 % Expected life (in years) 6.02 6.17 6.18 Volatility 76.2 % 77.0 % 79.5 % Expected dividend rate 0.00 % 0.00 % 0.00 % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | The Company’s loss before income tax for the periods presented was generated in the United States with a small profit generated by the Company's subsidiary in the United Kingdom. December 31, 2019 2018 U.S. federal tax statutory rate 21.0 % 21.0 % State taxes, net of federal benefit 7.0 % 6.5 % Non-deductible stock compensation (0.6 )% (1.0 )% Other non-deductible expenses (0.4 )% (0.6 )% Credits 1.6 % 2.3 % Change in valuation allowance (29.1 )% (28.2 )% Other 0.3 % — % Total (0.2 )% — % |
Schedule of Deferred Tax Assets | December 31, 2019 2018 Deferred tax assets: Net operating loss carryforwards $ 25,895 $ 26,339 Research and development credits 4,856 2,721 Capitalized research and development, patent and start-up costs 22,101 360 Accrued expenses 1,006 918 Stock based compensation 2,335 1,017 Depreciation (295 ) (281 ) Deferred tax assets before valuation allowance 55,898 31,074 Valuation allowance (55,898 ) (31,074 ) Net deferred tax assets $ — $ — |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Summary of Potentially Dilutive Securities Excluded from Computation of Diluted Weighted-Average Shares Outstanding | The following table presents securities that have been excluded from the computations of diluted weighted-average shares outstanding as they would be anti-dilutive: Year Ended December 31, 2019 2018 2017 Convertible preferred shares (as converted to common stock) — — 16,139,518 Warrant to purchase convertible preferred shares (as converted to common stock) and common shares — — 47,628 Unvested common stock from early exercise of options 61,653 125,781 257,876 Stock options to purchase common stock 5,691,474 4,917,811 3,179,536 Total 5,753,127 5,043,592 19,624,558 |
Selected Quarterly Financial _2
Selected Quarterly Financial Information (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Selected Quarterly Financial Information | The operating results for any quarter are not necessarily indicative of results for any future period. Three Months Ended 2019 (in thousands except per share data) March 31 June 30 September 30 December 31 Total operating expenses $ 20,804 $ 21,387 $ 21,496 $ 22,670 Total other expense (income), net (505 ) (446 ) 137 (261 ) Income tax expense — — — 190 Net loss $ (20,299 ) $ (20,941 ) $ (21,633 ) $ (22,599 ) Net loss per share attributable to common stockholders, basic and diluted $ (0.64 ) $ (0.65 ) $ (0.67 ) $ (0.70 ) Three Months Ended 2018 (in thousands except per share data) March 31 June 30 September 30 December 31 Total operating expenses $ 10,425 $ 15,228 $ 16,457 $ 15,993 Total other expense (income), net 75 (82 ) (600 ) (550 ) Net loss $ (10,500 ) $ (15,146 ) $ (15,857 ) $ (15,443 ) Convertible preferred stock dividends (2,417 ) (1,520 ) — — Net loss attributable to common stockholders $ (12,917 ) $ (16,666 ) $ (15,857 ) $ (15,443 ) Net loss per share attributable to common stockholders, basic and diluted $ (3.29 ) $ (0.85 ) $ (0.50 ) $ (0.49 ) |
Organization and Basis of Pre_2
Organization and Basis of Presentation - Narrative (Details) $ in Thousands | May 11, 2018USD ($)shares | Apr. 27, 2018 | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($) |
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||||
Gross proceeds from sale of common stock, convertible preferred stock and debt | $ 262,900 | ||||||||||||
Cash, cash equivalents and short-term investments | $ 77,800 | 77,800 | |||||||||||
Net loss | 22,599 | $ 21,633 | $ 20,941 | $ 20,299 | $ 15,443 | $ 15,857 | $ 15,146 | $ 10,500 | 85,472 | $ 56,946 | $ 28,047 | ||
Accumulated deficit | $ 198,853 | $ 113,381 | $ 198,853 | $ 113,381 | |||||||||
Common Stock | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||||
Reverse stock split ratio | 0.2452 | ||||||||||||
Number of shares issued in transaction (in shares) | shares | 5,312,500 | ||||||||||||
Common Stock | IPO | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||||
Number of shares issued in transaction (in shares) | shares | 5,312,500 | ||||||||||||
Aggregate gross proceeds from transaction | $ 85,000 | ||||||||||||
Net proceeds from transaction | $ 75,800 | ||||||||||||
Conversion of shares, shares converted (in shares) | shares | 22,386,677 |
Significant Accounting Polici_4
Significant Accounting Policies - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019USD ($)segment | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Accounting Policies [Abstract] | |||
Comprehensive loss | $ 85,454 | $ 56,964 | $ 28,047 |
Restricted cash | $ 1,500 | $ 1,250 | |
Number of operating segments | segment | 1 |
Significant Accounting Polici_5
Significant Accounting Policies - Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Cash and cash equivalents: | ||||
Cash | $ 1,634 | $ 1,300 | ||
Money market funds | 76,199 | 91,801 | ||
Total cash and cash equivalents | 77,833 | 93,101 | ||
Restricted cash | 1,500 | 1,250 | ||
Cash, cash equivalents and restricted cash | $ 79,333 | $ 94,351 | $ 39,746 | $ 15,786 |
Significant Accounting Polici_6
Significant Accounting Policies - Estimated Useful Lives of Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Computer hardware | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life of property and equipment | P3Y |
Computer hardware | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life of property and equipment | P5Y |
Computer software | |
Property, Plant and Equipment [Line Items] | |
Useful life of property and equipment | P3Y |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Useful life of property and equipment | P7Y |
Research and lab equipment, new equipment | |
Property, Plant and Equipment [Line Items] | |
Useful life of property and equipment | P5Y |
Research and lab equipment, old equipment | |
Property, Plant and Equipment [Line Items] | |
Useful life of property and equipment | P3Y |
Investments - Narrative (Detail
Investments - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Investments, Debt and Equity Securities [Abstract] | ||
Short term investments | $ 0 | $ 54,818,000 |
Realized gain (loss) on sale or maturity of available-for-sale securities | 0 | 0 |
Reclassification out of other comprehensive loss | $ 0 | 0 |
Value of securities in unrealized loss position for less than twelve months | $ 54,800,000 | |
Maturity period | 1 year |
Investments - Summary of Invest
Investments - Summary of Investments Classified as Available-For-Sale (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 54,836,000 | |
Unrealized Gain | 0 | |
Unrealized Loss | (18,000) | |
Fair Value | $ 0 | 54,818,000 |
U.S. treasury securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 54,836,000 | |
Unrealized Gain | 0 | |
Unrealized Loss | (18,000) | |
Fair Value | $ 54,818,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Assets: | ||
Total | $ 76,199 | $ 146,619 |
Money market funds included within cash and cash equivalents | ||
Assets: | ||
Cash and cash equivalents, fair value disclosure | 76,199 | 91,801 |
U.S. treasury securities included within short-term investments | ||
Assets: | ||
Investments, fair value disclosure | 54,818 | |
Active Markets (Level 1) | ||
Assets: | ||
Total | 76,199 | 91,801 |
Active Markets (Level 1) | Money market funds included within cash and cash equivalents | ||
Assets: | ||
Cash and cash equivalents, fair value disclosure | 76,199 | 91,801 |
Active Markets (Level 1) | U.S. treasury securities included within short-term investments | ||
Assets: | ||
Investments, fair value disclosure | 0 | |
Observable Inputs (Level 2) | ||
Assets: | ||
Total | 0 | 54,818 |
Observable Inputs (Level 2) | Money market funds included within cash and cash equivalents | ||
Assets: | ||
Cash and cash equivalents, fair value disclosure | 0 | 0 |
Observable Inputs (Level 2) | U.S. treasury securities included within short-term investments | ||
Assets: | ||
Investments, fair value disclosure | 54,818 | |
Unobservable Inputs (Level 3) | ||
Assets: | ||
Total | 0 | 0 |
Unobservable Inputs (Level 3) | Money market funds included within cash and cash equivalents | ||
Assets: | ||
Cash and cash equivalents, fair value disclosure | $ 0 | 0 |
Unobservable Inputs (Level 3) | U.S. treasury securities included within short-term investments | ||
Assets: | ||
Investments, fair value disclosure | $ 0 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Property and equipment: | ||
Property and equipment | $ 12,050 | $ 8,877 |
Less: accumulated depreciation | (3,709) | (1,952) |
Property and equipment, net | 8,341 | 6,925 |
Lab equipment | ||
Property and equipment: | ||
Property and equipment | 7,479 | 5,393 |
Leasehold improvements | ||
Property and equipment: | ||
Property and equipment | 2,014 | 1,824 |
Furniture and fixtures | ||
Property and equipment: | ||
Property and equipment | 750 | 525 |
Computers and software | ||
Property and equipment: | ||
Property and equipment | 204 | 115 |
Office equipment | ||
Property and equipment: | ||
Property and equipment | 9 | 9 |
Construction-in-process | ||
Property and equipment: | ||
Property and equipment | $ 1,594 | $ 1,011 |
Property and Equipment, Net - N
Property and Equipment, Net - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 1,764 | $ 1,935 | $ 834 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Accrued external research and development expenses | $ 4,583 | $ 1,587 |
Accrued payroll and related expenses | 3,149 | 2,198 |
Accrued professional fees | 659 | 1,010 |
Accrued other | 367 | 170 |
Total accrued expenses | $ 8,758 | $ 4,965 |
Loan and Security Agreement - N
Loan and Security Agreement - Narrative (Details) | Jul. 19, 2019USD ($)tranche | Feb. 28, 2018USD ($)$ / sharesshares | Sep. 30, 2019USD ($)payment | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2017USD ($) | May 31, 2018USD ($) |
Line of Credit Facility [Line Items] | ||||||||
Net proceeds received from initial tranche | $ 19,481,000 | $ 4,975,000 | $ 0 | |||||
Line of Credit | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Success fee | $ 300,000 | $ 300,000 | ||||||
Series B Preferred Stock | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Number of shares called by warrants (in shares) | shares | 34,722 | |||||||
Warrants exercise price per share (in dollars per share) | $ / shares | $ 1.80 | |||||||
2016 Credit Facility | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Loan and security agreement, borrowing capacity | 15,000,000 | |||||||
Credit facility, additional amount borrowed | $ 5,000,000 | $ 10,000,000 | ||||||
Number of monthly payments | payment | 24 | |||||||
Interest expense | 500,000 | $ 900,000 | $ 500,000 | |||||
2016 Credit Facility | Line of Credit | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Loan and security agreement, borrowing capacity | $ 15,000,000 | |||||||
Loan and security agreement, interest rate | 4.50% | |||||||
Prepayment fee percentage before August 15, 2018 | 2.00% | |||||||
Prepayment fee percentage between August 15, 2018 and August 15, 2019 | 0.50% | |||||||
2016 Credit Facility | Line of Credit | Prime Plus | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Loan and security agreement, basis spread on interest rate | 0.25% | |||||||
2019 Credit Facility | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Interest expense | $ 800,000 | |||||||
2019 Credit Facility | Line of Credit | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Loan and security agreement, borrowing capacity | $ 45,000,000 | |||||||
Loan and security agreement, interest rate | 8.65% | |||||||
Prepayment fee percentage before August 15, 2018 | 2.00% | |||||||
Prepayment fee percentage between August 15, 2018 and August 15, 2019 | 1.00% | |||||||
Number of tranches | tranche | 3 | |||||||
Final payment under lease agreement as a percentage of loans borrowed | 4.30% | |||||||
Fees incurred to establish facility | $ 400,000 | |||||||
Anniversary of funding date for determining prepayment fee percentage | 18 months | |||||||
Debt default interest rate per annum | 5.00% | |||||||
2019 Credit Facility | Line of Credit | Prime Plus | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Loan and security agreement, basis spread on interest rate | 3.15% | |||||||
Security and Loan Agreement, Tranche One | 2019 Credit Facility | Line of Credit | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Net proceeds received from initial tranche | $ 20,000,000 | |||||||
Security and Loan Agreement, Tranche Two | 2019 Credit Facility | Line of Credit | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Net proceeds received from initial tranche | 10,000,000 | |||||||
Security and Loan Agreement, Tranche Three | 2019 Credit Facility | Line of Credit | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Net proceeds received from initial tranche | $ 15,000,000 |
Loan and Security Agreement - S
Loan and Security Agreement - Schedule of Minimum Aggregate Future Loan Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Line of Credit Facility [Line Items] | ||
Long-term debt | $ 19,634 | $ 12,305 |
Line of Credit | ||
Line of Credit Facility [Line Items] | ||
2020 | 1,759 | |
2021 | 1,754 | |
2022 | 8,201 | |
2023 | 8,847 | |
2024 | 6,369 | |
Total minimum payments | 26,930 | |
Less amounts representing interest and discount | (7,296) | |
Long-term debt | $ 19,634 |
In-License Agreements - Narrati
In-License Agreements - Narrative (Details) - USD ($) | Aug. 06, 2017 | Mar. 10, 2016 | Dec. 31, 2019 | Dec. 31, 2018 | Apr. 09, 2018 | Jun. 10, 2016 |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||
Purchase of preferred stock (in shares) | 0 | 0 | ||||
Preferred stock par value per share (in dollars per share) | $ 0.001 | $ 0.001 | ||||
Common stock shares issued (in shares) | 32,232,258 | 31,951,540 | ||||
2016 Mayo License Agreement | ||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||
Purchase of preferred stock (in shares) | 1,666,667 | |||||
Preferred stock par value per share (in dollars per share) | $ 1.8 | |||||
Common stock shares issued (in shares) | 490 | |||||
Mayo Warrants | ||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||
Common stock shares issued (in shares) | 134 | |||||
Warrants to purchase of common stock exercisable (in shares) | 18 | |||||
Number of shares of common stock upon completion (in shares) | 116 | |||||
2017 Mayo License Agreement | ||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||
Non-refundable upfront fee | $ 200,000 | |||||
Milestone payments upon achievement of certain development, regulatory, and commercial events | $ 200,000 | |||||
Amount due under license agreement | 0 | |||||
2017 Mayo License Agreement | Maximum | ||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||
Milestone payments upon achievement of certain development, regulatory, and commercial events | $ 55,960,000 | |||||
2016 University of Chicago Agreement | ||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||
Milestone payments upon achievement of certain development, regulatory, and commercial events | $ 60,900,000 | |||||
Milestone payments for development and commercialization of licensed products | 400,000 | |||||
Amount due under license agreement | $ 0 | |||||
2016 University of Chicago Agreement | Maximum | ||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||
Non-refundable upfront fee | $ 500,000 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) € in Millions, £ in Millions, $ in Millions | 1 Months Ended | 12 Months Ended | |||||
Jul. 31, 2019GBP (£) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Jul. 31, 2019EUR (€) | Jul. 31, 2019GBP (£) | Jan. 31, 2018ft² | |
Commitment And Contingencies [Line Items] | |||||||
Area of leased office and research development space (in square feet) | ft² | 40,765 | ||||||
Future minimum rental payments to be received | $ 0.2 | ||||||
Rent expenses | 2.9 | $ 3.2 | $ 1 | ||||
Sublease rent income | 0.5 | $ 0.2 | $ 0 | ||||
Purchase obligation | $ 1.3 | £ 0.8 | |||||
Upfront payments to acquire equipment | £ | £ 0.4 | ||||||
Collaborative Arrangement | Sacco | |||||||
Commitment And Contingencies [Line Items] | |||||||
Term of collaboration arrangement | 5 years | ||||||
Period of inactive manufacturing services causing termination under collaborative agreement | 6 months | ||||||
Aggregate amount due under collaborative arrangement | € | € 3 | ||||||
Annual amount due under collaborative arrangement | € | € 0.6 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Minimum Aggregate Future Lease Commitments (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2020 | $ 3,088 |
2021 | 2,973 |
2022 | 3,062 |
2023 | 3,154 |
2024 | 3,249 |
Thereafter | 2,492 |
Aggregate future lease commitments | $ 18,018 |
Stockholders_ Equity (Deficit_2
Stockholders’ Equity (Deficit) and Convertible Preferred Stock - Narrative (Details) | Jun. 03, 2019USD ($) | May 11, 2018USD ($)shares | Apr. 27, 2018 | Mar. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2018shares | Dec. 31, 2019shares | Dec. 31, 2017shares | Dec. 31, 2016shares |
Temporary Equity [Line Items] | ||||||||
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 | 200,000,000 | |||||
Preferred stock, authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 | |||||
Preferred stock dividend percentage | 8.00% | |||||||
Convertible Preferred Stock | ||||||||
Temporary Equity [Line Items] | ||||||||
Convertible preferred stock, shares outstanding (in shares) | 91,315,295 | 0 | 0 | 65,833,096 | 38,055,318 | |||
Series C Preferred Stock | ||||||||
Temporary Equity [Line Items] | ||||||||
Preferred stock, issued (in shares) | 25,232,199 | |||||||
Purchase price per share (in dollars per share) | $ / shares | $ 3.23 | |||||||
Gross proceeds | $ | $ 81,500,000 | |||||||
Registration Statement | ||||||||
Temporary Equity [Line Items] | ||||||||
Registration of equity instruments, aggregate authorized amount | $ | $ 200,000,000 | |||||||
Sale of stock, term | 3 years | |||||||
Sales Agreement, Cowen And Company, LLC | ||||||||
Temporary Equity [Line Items] | ||||||||
Registration of equity instruments, aggregate authorized amount | $ | $ 50,000,000 | |||||||
Common Stock | ||||||||
Temporary Equity [Line Items] | ||||||||
Number of shares issued in transaction (in shares) | 5,312,500 | |||||||
Reverse stock split ratio | 0.2452 | |||||||
Common Stock | IPO | ||||||||
Temporary Equity [Line Items] | ||||||||
Number of shares issued in transaction (in shares) | 5,312,500 | |||||||
Aggregate gross proceeds from transaction | $ | $ 85,000,000 | |||||||
Net proceeds from transaction | $ | $ 75,800,000 | |||||||
Conversion of shares, shares converted (in shares) | 22,386,677 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | Jan. 01, 2020 | Jan. 01, 2019 | May 08, 2018 | Jan. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of awards granted (in shares) | 1,510,850 | ||||||
Number of shares canceled (in shares) | 456,469 | ||||||
Number of shares exercised (in shares) | 280,718 | ||||||
Unvested stock options outstanding (in shares) | 3,264,101 | ||||||
Weighted average fair value of options granted (in dollars per share) | $ 7.46 | $ 8 | $ 4.89 | ||||
Aggregate intrinsic value of options exercised | $ 1.8 | $ 1 | $ 0.8 | ||||
Employee Stock Option | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Expected dividend yield | 0.00% | 0.00% | 0.00% | ||||
Employee and Non-Employee Stock Options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized stock based compensation expense, stock options | $ 18.2 | ||||||
Compensation cost not yet recognized, period for recognition | 2 years 4 months 21 days | ||||||
Series B Preferred Stock | Non Employees | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock issued in exchange for service (in shares) | 250,000 | ||||||
Series B Preferred Stock | Non Employees | General and administrative | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Fair value of underlying shares | $ 0.7 | $ 0.1 | |||||
2018 Stock Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Percent of outstanding shares | 4.00% | ||||||
Additional shares authorized for issuance (in shares) | 1,273,031 | ||||||
Number of shares canceled (in shares) | 217,093 | ||||||
Number of shares exercised (in shares) | 0 | ||||||
Number of common stock available for future grant (in shares) | 1,063,503 | ||||||
2018 Stock Incentive Plan | Subsequent Event | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Additional shares authorized for issuance (in shares) | 1,286,824 | ||||||
2018 Stock Incentive Plan | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of awards granted (in shares) | 1,344,692 | ||||||
Number of shares issued for purchase (in shares) | 2,214,826 | ||||||
2015 Stock Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares canceled (in shares) | 443,513 | ||||||
Number of common stock available for future grant (in shares) | 5,417,044 | ||||||
Number of shares, options and other equity awards granted (in shares) | 5,758,518 | ||||||
Number of shares, options and other equity awards exercised (in shares) | 1,185,268 | ||||||
Number of shares, options and other equity awards canceled (in shares) | 879,522 | ||||||
Number of shares, options and other equity awards repurchased (in shares) | 18,468 | ||||||
Number of shares no longer authorized (in shares) | 113,006 | ||||||
2015 Stock Incentive Plan | Employee Stock Option | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 4 years | ||||||
2015 Stock Incentive Plan | Minimum | Non-Employee Options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 1 year | ||||||
2015 Stock Incentive Plan | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Options granted, maximum expiration period | 10 years | ||||||
2015 Stock Incentive Plan | Maximum | Non-Employee Options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 4 years | ||||||
2018 Employee Stock Purchase Plan | Employee stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Percent of outstanding shares | 1.00% | ||||||
Shares reserved for issuance | 336,356 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total stock-based compensation expense | $ 8,165 | $ 6,059 | $ 1,542 |
Research and development | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total stock-based compensation expense | 3,648 | 2,508 | 849 |
General and administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total stock-based compensation expense | $ 4,517 | $ 3,551 | $ 693 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Stock Option Activity (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($)$ / sharesshares | |
Shares | |
Options outstanding, beginning balance (in shares) | shares | 4,917,811 |
Granted (in shares) | shares | 1,510,850 |
Exercised (in shares) | shares | (280,718) |
Canceled (in shares) | shares | (456,469) |
Options outstanding, ending balance (in shares) | shares | 5,691,474 |
Exercisable at end of period (in shares) | shares | 2,427,373 |
Vested and expected to vest at end of period (in shares) | shares | 5,691,474 |
Weighted Average - Exercise Price | |
Options outstanding, beginning balance (in dollars per share) | $ / shares | $ 5.64 |
Granted (in dollars per share) | $ / shares | 11.04 |
Exercised (in dollars per share) | $ / shares | 1.82 |
Canceled (in dollars per share) | $ / shares | 9.08 |
Options outstanding, ending balance (in dollars per share) | $ / shares | 6.99 |
Exercisable at end of period (in dollars per share) | $ / shares | 4.30 |
Vested and expected to vest at end of period (in dollars per share) | $ / shares | $ 6.99 |
Weighted Average - Remaining Contractual Life | |
Options, outstanding, weighted average remaining contractual life | 7 years 10 months 17 days |
Options, exercisable, weighted average remaining contractual life | 7 years 17 days |
Options, vested and expected to vest, weighted average remaining contractual life | 7 years 10 months 17 days |
Options, outstanding, aggregate intrinsic value | $ | $ 5,543 |
Options, exercisable, aggregate intrinsic value | $ | 4,253 |
Options, vested and expected to vest, aggregate intrinsic value | $ | $ 5,543 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock Option Valuation Assumptions (Details) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Employee Stock Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 2.28% | 2.74% | 2.03% |
Expected life (in years) | 6 years 7 days | 6 years 2 months 1 day | 6 years 2 months 5 days |
Volatility | 76.20% | 77.00% | 79.50% |
Expected dividend rate | 0.00% | 0.00% | 0.00% |
Non-Employee Stock Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 1.98% | 2.71% | 2.30% |
Expected life (in years) | 7 years 7 months 17 days | 8 years 3 months 14 days | 9 years 5 months 5 days |
Volatility | 76.00% | 75.60% | 78.90% |
Expected dividend rate | 0.00% | 0.00% | 0.00% |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||||||
Provision for income taxes | $ 190,000 | $ 0 | $ 0 | $ 0 | $ 190,000 | $ 0 | $ 0 |
Income Tax Disclosure [Line Items] | |||||||
Percentage of income limitation on carryback provisions | 80.00% | 80.00% | |||||
Increase in valuation allowance | $ 24,800,000 | ||||||
Unrecognized tax benefits | $ 0 | 0 | $ 0 | ||||
Federal | |||||||
Income Tax Disclosure [Line Items] | |||||||
Net operating loss carryforwards | 96,100,000 | 96,100,000 | |||||
Net operating loss carryforwards subject to expiration | 49,900,000 | 49,900,000 | |||||
Net operating loss carried forward indefinitely | 46,200,000 | 46,200,000 | |||||
Research credit carryforwards | 3,400,000 | 3,400,000 | |||||
State | |||||||
Income Tax Disclosure [Line Items] | |||||||
Net operating loss carryforwards | 90,400,000 | 90,400,000 | |||||
Research credit carryforwards | $ 1,900,000 | $ 1,900,000 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
U.S. federal tax statutory rate | 21.00% | 21.00% |
State taxes, net of federal benefit | 7.00% | 6.50% |
Non-deductible stock compensation | (0.60%) | (1.00%) |
Other non-deductible expenses | (0.40%) | (0.60%) |
Credits | 1.60% | 2.30% |
Change in valuation allowance | (29.10%) | (28.20%) |
Other | 0.30% | 0.00% |
Effective income tax rate reconciliation | (0.20%) | 0.00% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 25,895 | $ 26,339 |
Research and development credits | 4,856 | 2,721 |
Capitalized research and development, patent and start-up costs | 22,101 | 360 |
Accrued expenses | 1,006 | 918 |
Stock based compensation | 2,335 | 1,017 |
Depreciation | (295) | (281) |
Deferred tax assets before valuation allowance | 55,898 | 31,074 |
Valuation allowance | (55,898) | (31,074) |
Net deferred tax assets | $ 0 | $ 0 |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Potentially Dilutive Securities Excluded from Computation of Diluted Weighted-Average Shares Outstanding (Details) - shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 5,753,127 | 5,043,592 | 19,624,558 |
Warrant | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 0 | 0 | 47,628 |
Employee Stock Option | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 5,691,474 | 4,917,811 | 3,179,536 |
Convertible Preferred Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 0 | 0 | 16,139,518 |
Unvested Common Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 61,653 | 125,781 | 257,876 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) £ in Millions, $ in Millions | Sep. 16, 2019USD ($)installmentshares | Dec. 31, 2019USD ($)shares | Dec. 31, 2019GBP (£)shares | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Related Party Transaction [Line Items] | |||||
Number of awards granted (in shares) | shares | 1,510,850 | 1,510,850 | |||
Duncan McHale, Chief Medical Officer | |||||
Related Party Transaction [Line Items] | |||||
Payment to related party | £ | £ 0.3 | ||||
Weatherden Ltd | |||||
Related Party Transaction [Line Items] | |||||
Payment to related party | $ 1 | $ 0.7 | $ 0.3 | ||
Amounts due to related party | 0.2 | $ 0.2 | |||
VL46 | |||||
Related Party Transaction [Line Items] | |||||
Rent due, sublease agreement | 0.9 | ||||
Revenue, sublease agreement | $ 0.7 | ||||
Consulting Agreement | Board of Directors Chairman | |||||
Related Party Transaction [Line Items] | |||||
Consulting arrangement term | 1 year | ||||
Termination notice period of consulting arrangement | 30 days | ||||
Termination notice period by non-breaching party in event of a breach | 24 hours | ||||
Number of awards granted (in shares) | shares | 75,000 | ||||
Number of equal monthly payments | installment | 36 | ||||
Aggregate grant date fair value | $ 0.2 | ||||
Aggregate annual cash consulting fee | $ 0.3 |
Selected Quarterly Financial _3
Selected Quarterly Financial Information (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Total operating expenses | $ 22,670 | $ 21,496 | $ 21,387 | $ 20,804 | $ 15,993 | $ 16,457 | $ 15,228 | $ 10,425 | $ 86,357 | $ 58,103 | $ 27,531 |
Total other expense (income), net | (261) | 137 | (446) | (505) | (550) | (600) | (82) | 75 | (1,075) | (1,157) | 516 |
Income tax expense | 190 | 0 | 0 | 0 | 190 | 0 | 0 | ||||
Net loss | $ (22,599) | $ (21,633) | $ (20,941) | $ (20,299) | (15,443) | (15,857) | (15,146) | (10,500) | (85,472) | (56,946) | (28,047) |
Convertible preferred stock dividends | 0 | 0 | (1,520) | (2,417) | 0 | (3,937) | (6,085) | ||||
Net loss attributable to common stockholders | $ (15,443) | $ (15,857) | $ (16,666) | $ (12,917) | $ (85,472) | $ (60,883) | $ (34,132) | ||||
Net loss per share applicable to common stockholders, basic and diluted (in dollars per share) | $ (0.70) | $ (0.67) | $ (0.65) | $ (0.64) | $ (0.49) | $ (0.50) | $ (0.85) | $ (3.29) | $ (2.67) | $ (2.78) | $ (9.10) |