Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 05, 2020 | Jun. 28, 2019 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | EXICURE, INC. | ||
Entity Central Index Key | 0001698530 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | true | ||
Entity Small Business | true | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding (In shares) | 87,150,447 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Shell Company | false | ||
Entity Public Float | $ 71.5 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 48,460 | $ 26,268 |
Short-term investments | 62,326 | 0 |
Accounts receivable | 16 | 0 |
Unbilled revenue receivable | 19 | 3 |
Prepaid expenses and other assets | 1,955 | 1,392 |
Total current assets | 112,776 | 27,663 |
Property and equipment, net | 2,099 | 1,061 |
Other noncurrent assets | 388 | 32 |
Total assets | 115,263 | 28,756 |
Current liabilities: | ||
Current portion of long-term debt | 4,965 | 0 |
Accounts payable | 1,814 | 500 |
Accrued expenses and other current liabilities | 2,435 | 1,543 |
Current portion of deferred revenue | 21,873 | 0 |
Total current liabilities | 31,087 | 2,043 |
Long-term debt, net | 0 | 4,925 |
Common stock warrant liability | 414 | 797 |
Deferred revenue non-current | 2,956 | 0 |
Other noncurrent liabilities | 59 | 39 |
Total liabilities | 34,516 | 7,804 |
Stockholders’ equity: | ||
Common stock, $0.0001 par value per share; 200,000,000 shares authorized, 86,069,263 issued and outstanding, December 31, 2019; 44,358,000 shares issued and outstanding, December 31, 2018 | 9 | 4 |
Additional paid-in capital | 162,062 | 75,942 |
Accumulated other comprehensive loss | (27) | 0 |
Accumulated deficit | (81,297) | (54,994) |
Total stockholders' equity | 80,747 | 20,952 |
Total liabilities and stockholders’ equity | $ 115,263 | $ 28,756 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, shares issued (in shares) | 86,069,263 | 44,358,000 |
Common stock, shares outstanding (in shares) | 86,069,263 | 44,358,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue: | ||
Total revenue | $ 1,296 | $ 118 |
Operating expenses: | ||
Research and development expense | 19,340 | 14,119 |
General and administrative expense | 8,573 | 7,818 |
Total operating expenses | 27,913 | 21,937 |
Operating loss | (26,617) | (21,819) |
Other income (expense), net: | ||
Dividend income | 543 | 323 |
Interest income | 178 | 4 |
Interest expense | (786) | (672) |
Other income (loss), net | 379 | (249) |
Total other income (loss), net | 314 | (594) |
Net loss | $ (26,303) | $ (22,413) |
Basic and diluted loss per common share (in dollars per share) | $ (0.46) | $ (0.54) |
Basic and diluted weighted-average common shares outstanding (in shares) | 57,671,734 | 41,189,177 |
Dermelix and Allergan Collaboration | ||
Revenue: | ||
Total revenue | $ 1,296 | |
Purdue Collaboration | ||
Revenue: | ||
Total revenue | $ 0 | $ 118 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS Statement - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (26,303) | $ (22,413) |
Unrealized losses on available for sale securities, net of tax | (27) | 0 |
Other comprehensive loss | (27) | 0 |
Comprehensive loss | $ (26,330) | $ (22,413) |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in- Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Common Stock Issued August 2019 | Common Stock Issued August 2019Common Stock | Common Stock Issued August 2019Additional Paid-in- Capital | Common Stock Issued December 2019 | Common Stock Issued December 2019Common Stock | Common Stock Issued December 2019Additional Paid-in- Capital |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Beginning balance, adjusted | $ 21,009 | $ 4 | $ 53,586 | $ (32,581) | |||||||
Beginning balance (in shares) at Dec. 31, 2017 | 39,300,823 | ||||||||||
Beginning balance at Dec. 31, 2017 | 19,975 | $ 4 | 53,586 | (33,615) | |||||||
Adoption of new accounting standard - ASC 606 at Dec. 31, 2017 | 1,034 | 1,034 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Exercise of options (in shares) | 22,494 | ||||||||||
Exercise of options | 41 | 41 | |||||||||
Equity-based compensation | 1,809 | 1,809 | |||||||||
Issuance of common stock to consultants, net (in shares) | 145,466 | ||||||||||
Issuance of common stock to consultants, net | 436 | 436 | |||||||||
Issuance of stock, net (in shares) | 4,889,217 | ||||||||||
Issuance of common stock, value, net | 20,070 | 20,070 | |||||||||
Other comprehensive loss, net | 0 | ||||||||||
Net loss | (22,413) | (22,413) | |||||||||
Ending balance (in shares) at Dec. 31, 2018 | 44,358,000 | ||||||||||
Ending balance at Dec. 31, 2018 | $ 20,952 | $ 4 | 75,942 | (54,994) | $ 0 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Exercise of options (in shares) | 86,263 | 86,263 | |||||||||
Exercise of options | $ 75 | 75 | |||||||||
Equity-based compensation | 1,840 | 1,840 | |||||||||
Issuance of stock, net (in shares) | 31,625,000 | 10,000,000 | |||||||||
Issuance of common stock, value, net | $ 58,866 | $ 4 | $ 58,862 | $ 25,344 | $ 1 | $ 25,343 | |||||
Other comprehensive loss, net | (27) | (27) | |||||||||
Net loss | (26,303) | (26,303) | |||||||||
Ending balance (in shares) at Dec. 31, 2019 | 86,069,263 | ||||||||||
Ending balance at Dec. 31, 2019 | $ 80,747 | $ 9 | $ 162,062 | $ (81,297) | $ (27) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (26,303) | $ (22,413) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation and amortization | 392 | 358 |
Equity-based compensation | 1,840 | 1,809 |
Amortization of operating lease asset | 332 | 0 |
Amortization of long-term debt issuance costs and fees | 192 | 96 |
Other | 36 | 400 |
Change in fair value of warrant liabilities | (383) | 274 |
Changes in operating assets and liabilities: | ||
Unbilled revenue receivable and accounts receivable | (32) | 10 |
Prepaid expenses and other current assets | (631) | 505 |
Accounts payable | 789 | (557) |
Accrued expenses and other current liabilities | 578 | 270 |
Deferred revenue | 24,829 | 0 |
Other noncurrent liabilities | (322) | (239) |
Net cash provided by (used in) operating activities | 1,317 | (19,487) |
Cash flows from investing activities: | ||
Purchase of available for sale securities | (62,350) | 0 |
Capital expenditures | (1,082) | (94) |
Net cash used in investing activities | (63,432) | (94) |
Cash flows from financing activities: | ||
Proceeds from common stock offering | 90,750 | 22,001 |
Proceeds from exercise of common stock options | 75 | 41 |
Payment of long-term debt fees and issuance costs | (283) | (26) |
Payment of common stock financing costs | (6,235) | (1,931) |
Net cash provided by financing activities | 84,307 | 20,085 |
Net increase in cash and cash equivalents | 22,192 | 504 |
Cash and cash equivalents - beginning of period | 26,268 | 25,764 |
Cash and cash equivalents - end of period | 48,460 | 26,268 |
Non-cash financing activities: | ||
Issuance of common stock for professional services | 0 | 436 |
Debt fees (accrued expenses) | 100 | 0 |
Common stock issuance costs (accounts payable and accrued expenses) | 305 | 0 |
Non-cash investing activities: | ||
Capital expenditures (accounts payable and accrued expenses) | $ 348 | $ 8 |
Description of Business and Bas
Description of Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Description of Business and Basis of Presentation | Description of Business and Basis of Presentation Description of Business Exicure, Inc. (the “Company”) is a clinical-stage biotechnology company developing therapeutics for immuno-oncology, genetic disorders and other indications based on its proprietary Spherical Nucleic Acid (“SNA”) technology. The Company believes that the design of its SNAs gives rise to distinct chemical and biological properties that may provide advantages over other nucleic acid therapeutics and enable therapeutic activity outside of the liver. The Company is working to advance its SNA therapeutic candidates through multiple clinical trials, including the ongoing Phase 1b/2 trial of AST-008 in cancer patients. The Company intends to build a leading nucleic acid therapeutics company focused on the discovery and development of therapeutics based on the Company’s proprietary SNA technology, either on its own or in collaboration with pharmaceutical partners. In connection with the August 2019 Offering (see Note 8), the Company’s common stock was approved for listing on the Nasdaq Capital Market under the symbol “XCUR” and began trading on July 31, 2019. Throughout these consolidated financial statements, the terms “the Company” and “Exicure” refer to Exicure, Inc. and its 100% owned subsidiary, Exicure Operating Company. Exicure Operating Company holds all material assets, and conducts all business activities and operations, of the Company. The Merger On September 26, 2017, pursuant to the merger agreement, Max-1 Acquisition Sub, Inc., a wholly-owned subsidiary of Max-1 Acquisition Corporation (“Max-1”), merged with and into Exicure Operating Company (f/k/a Exicure, Inc.), a privately-held Delaware corporation referred to herein as Exicure OpCo, with Exicure OpCo remaining as the surviving entity and a wholly-owned operating subsidiary of Max-1 (the “Merger”). The Merger was effective as of September 26, 2017 (the “Effective Time”), upon the filing of a Certificate of Merger with the Secretary of State of the State of Delaware. At the Effective Time, the legal existence of Max-1 Acquisition Sub, Inc. ceased. At the Effective Time, each share of Exicure OpCo common and preferred stock (other than shares of Exicure OpCo’s Series C preferred stock) issued and outstanding immediately prior to the closing of the Merger was converted into 0.49649 shares of Max-1’s common stock, and each share of Exicure OpCo’s Series C preferred stock issued and outstanding immediately prior to the closing of the Merger was converted into 0.7666652 shares of Max-1’s common stock. As a result, an aggregate of 26,666,627 shares of Max-1’s common stock were issued to the holders of Exicure OpCo’s capital stock, which is incremental to the 2,080,000 shares of Max-1 common stock that were outstanding immediately prior to the Merger. In addition, pursuant to the Merger Agreement, options to purchase 7,414,115 shares of Exicure OpCo common stock issued and outstanding immediately prior to the closing of the Merger were assumed by Max-1 and converted into options to purchase 3,680,997 shares of Max-1’s common stock. After the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, Max-1 changed its name to Exicure, Inc. Basis of Presentation The accompanying consolidated financial statements as of December 31, 2019 and 2018, and for the years then ended, have been presented in conformity with generally accepted accounting principles in the United States (“GAAP”). Principles of Consolidation The accompanying consolidated financial statements include the accounts of Exicure, Inc. and its 100% owned subsidiary, Exicure Operating Company. All intercompany transactions and accounts are eliminated in consolidation. Liquidity Risk As of December 31, 2019, the Company has generated an accumulated deficit of $100,134 since inception and expects to incur significant expenses and negative cash flows for the foreseeable future. Based on the Company’s current operating plans, it believes that existing working capital at December 31, 2019 is sufficient to fund its current operating plans for at least the next 12 months. Management believes that it will be able to obtain additional working capital through equity financings, partnerships and licensing, or other arrangements, to fund operations. However, there can be no assurance that such additional financing will be available and, if available, can be obtained on terms acceptable to the Company. Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases its estimates on certain assumptions which it believes are reasonable in the circumstance and while actual results could differ from those estimates, management does not believe that any change in those assumptions in the near term would have a significant effect on the Company’s financial position, results of operations or cash flows. Actual results in future periods could differ from those estimates. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Cash, cash equivalents, and short-term investments The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The Company’s short-term investments have initial maturities of greater than three months from date of purchase. The Company classifies its marketable debt security investments as “available-for-sale” and carries them at fair market value based upon prices on the last day of the fiscal period for identical or similar items. The Company records unrealized gains and losses on marketable debt securities in other comprehensive loss as a component of stockholders’ equity until realized. Any premium or discount arising at purchase is amortized and/or accreted to interest income and/or interest expense over the life of the of the underlying security. Realized gains and losses are included in other income (expense). The Company uses the specific identification method to determine the cost of securities sold. Accounts receivable and unbilled revenue receivable The Company makes judgments as to its ability to collect outstanding receivables and provides an allowance for receivables when collection becomes doubtful. The Company's receivables as of December 31, 2019 primarily relate to amounts reimbursed under its collaboration agreement with Dermelix, LLC (“Dermelix”) and, as of December 31, 2018, with its collaboration agreement with Purdue Pharma L.P. (“Purdue”). The Company believes that credit risks associated with its collaboration partners is not significant and that these receivables are fully collectible. To date, the Company has not had any write-offs of uncollectible receivables, and the Company did not have an allowance for doubtful accounts as of December 31, 2019 and 2018. Fair value of financial instruments The Company has estimated the fair value of its financial instruments. The carrying amounts for cash, cash equivalents, accounts receivable, and accounts payable approximate their fair value due to the relatively short-term nature of these instruments. The Company records short-term investments at their estimated fair value based on quoted market prices for identical or similar instruments. The Company believes that the its long-term debt bears interest at the prevailing market rate for instruments with similar characteristics and, accordingly, the carrying value of long-term debt also approximates its fair value. Concentrations of credit risk and other risks and uncertainties Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash, cash equivalents, short-term investments, and accounts receivable. The Company places its cash, cash equivalents, and short-term investments with reputable financial institutions. The Company primarily invests its excess cash in debt instruments of corporations, the U.S. Treasury, financial institutions, and U.S. government agencies with strong credit ratings and an investment grade rating at or above a long-term rating of Aa3/AA- and a short-term rating of P1/A1. The Company has established guidelines relative to diversification and maturities that maintain safety and liquidity. The Company periodically reviews and modifies these guidelines to maximize trends in yields and interest rates without compromising safety and liquidity. The Company has not experienced any credit losses in such accounts and does not believe it is exposed to any significant credit risk on these funds. The Company has no financial instruments with off-balance sheet risk of loss. As of December 31, 2019, the Company's receivables primarily relate to amounts reimbursed under its collaboration agreement with Dermelix. For the year ended December 31, 2019, the Company’s revenue was generated from its collaborations with Dermelix and Allergan. The Company is currently not profitable and no assurance can be provided that it will ever be profitable. The Company’s research and development activities have required significant investment since inception and operations are expected to continue to require cash investment in excess of its revenues. See also Note 1, Liquidity Risk , for more information. The Company is subject to risks common in therapeutic development including, but not limited to, therapeutic candidates that appear promising in the early phases of development often fail because they prove to be inefficacious or unsafe, clinical trial results are unsuccessful, regulatory bodies may not approve the therapeutic or the therapeutic may not be economical in production or distribution. The Company is also subject to risks common to biotechnology firms including, but not limited to new and disruptive technological innovations, dependence on key personnel, protection of proprietary technology, the validity of and continued access to its owned and licensed intellectual property, limitations on the supply of critical materials, compliance with governmental regulations and market acceptance. Property and equipment Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the various classes of property and equipment, which range from three to seven years. Leasehold improvements are amortized using the straight-line method over the shorter of the remaining terms of the respective leases or the estimated lives of the assets. Depreciation begins at the time the asset is placed in service. Property and equipment are reviewed for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. No impairment losses were recorded from inception in December 2011 through December 31, 2019. Common stock warrant liability Freestanding warrants related to shares that are redeemable, contingently redeemable, or for purchases of common stock that are not indexed to the Company’s own stock are classified as a liability on the Company’s balance sheet. The common stock warrants are recorded at fair value, estimated using the Black-Scholes option-pricing model, and marked to market at each balance sheet date with changes in the fair value of the liability recorded in other income (expense), net in the consolidated statements of operations. Revenue recognition Effective January 1, 2018, the Company adopted the provisions of Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”) using the modified retrospective method for all contracts not completed as of the date of adoption. On January 1, 2018, in connection with the adoption of ASC 606, the Company recorded the unamortized deferred revenue of $1,034 related to the Purdue Collaboration Agreement as an adjustment to the beginning balance of retained deficit at January 1, 2018. The reported results for 2018 reflect the application of ASC 606 guidance. Under ASC 606, the Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that are within the scope of ASC 606, the Company performs the following five steps: 1. Identify the contract with the customer. A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the goods or services to be transferred and identifies the related payment terms, (ii) the contract has commercial substance, and (iii) the Company determines that collection of substantially all consideration for goods and services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. The Company applies judgment in determining the customer’s intent and ability to pay, which is based on a variety of factors including the customer’s historical payment experience, or in the case of a new customer, published credit and financial information pertaining to the customer. 2. Identify the performance obligations in the contract. Performance obligations promised in a contract are identified based on the goods and services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the good or service either on its own or together with other available resources, and are distinct in the context of the contract, whereby the transfer of the good or service is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised goods and services, the Company must apply judgment to determine whether promised goods and services are both capable of being distinct and distinct in the context of the contract. If these criteria are not met, the promised goods and services are accounted for as a combined performance obligation. 3. Determine the transaction price. The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring goods and services to the customer. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method, depending on the nature of the variable consideration. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Any estimates, including the effect of the constraint on variable consideration, are evaluated at each reporting period for any changes. Determining the transaction price requires significant judgment. 4. Allocate the transaction price to performance obligations in the contract. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. However, if a series of distinct services that are substantially the same qualifies as a single performance obligation in a contract with variable consideration, the Company must determine if the variable consideration is attributable to the entire contract or to a specific part of the contract. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation on a relative standalone selling price basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct service that forms part of a single performance obligation. The consideration to be received is allocated among the separate performance obligations based on relative standalone selling prices. 5. Recognize revenue when or as the Company satisfies a performance obligation. The Company satisfies performance obligations either over time or at a point in time. Revenue is recognized over time if either (i) the customer simultaneously receives and consumes the benefits provided by the entity’s performance, (ii) the entity’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced, or (iii) the entity’s performance does not create an asset with an alternative use to the entity and the entity has an enforceable right to payment for performance completed to date. If the entity does not satisfy a performance obligation over time, the related performance obligation is satisfied at a point in time by transferring the control of a promised good or service to a customer. Examples of control are using the asset to produce goods or services, enhance the value of other assets, or settle liabilities, and holding or selling the asset. Licenses of intellectual property : If the license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenues from consideration allocated to the license when the license is transferred to the customer and the customer is able to use and benefit from the licenses. For licenses that are combined with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Milestone payments: At the inception of each arrangement that includes development milestone payments, the Company evaluates the probability of reaching the milestones and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur in the future, the associated milestone value is included in the transaction price. Milestone payments that are not within the control of the Company or the licensee, such as regulatory approvals, are not considered probable of being achieved until those approvals are received and therefore revenue recognized is constrained as management is unable to assert that a reversal of revenue would not be possible. The transaction price is then allocated to each performance obligation on a relative standalone selling price basis, for which the Company recognizes revenue as or when the performance obligations under the contract are satisfied. At the end of each subsequent reporting period, the Company re-evaluates the probability of achievement of such development milestones and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect collaboration revenues and earnings in the period of adjustment. To date, the Company has not recognized any milestone payment revenue from any of its collaboration agreements. Royalties : For arrangements that include sales-based royalties, including milestone payments based on levels of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). To date, the Company has not recognized any royalty revenue resulting from any of its collaboration agreements. To date, the Company has primarily earned revenue under the collaboration agreements with Purdue, Dermelix, and Allergan (see Note 3 for more information). Equity-based compensation The Company measures the cost of common stock option awards at fair value and records the cost of the awards, net of estimated forfeitures, on a straight-line basis over the requisite service period. The Company measures fair value for all common stock options using the Black-Scholes option-pricing model. For all common stock option awards, the fair value measurement date is the date of grant and the requisite service period is the period over which the option recipient is required to provide service in exchange for the common stock option awards, which is generally the vesting period. Segments and geographic information The Company has determined it has one reporting segment. Disaggregating the Company’s operations is impracticable because the Company’s research and development activities and its assets overlap and management reviews its business as a single operating segment. Thus, discrete financial information is not available by more than one operating segment. All long-lived assets of the Company are located in the United States. Leases The Company determines if an arrangement is a lease at contract inception. Operating lease assets represent the Company’s right to use an underlying asset for the lease term and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized on the balance sheet at the commencement date of the lease based upon the present value of lease payments over the lease term. When determining the lease term, the Company includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company uses the implicit interest rate when readily determinable and uses the Company’s incremental borrowing rate when the implicit rate is not readily determinable based upon the information available at the commencement date in determining the present value of the lease payments. The lease payments used to determine the Company’s operating lease assets may include lease incentives, stated rent increases and escalation clauses linked to rates of inflation when determinable. In addition, the Company’s lease arrangements may contain lease and non-lease components. The Company combines lease and non-lease components, which are accounted for together as a single lease component. Variable lease payments, such as real estate taxes and facility maintenance costs that are allocated by the lessor to the lessee and are not based on an index or a rate, are excluded from the measurement of the lease liability. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Short-term leases, defined as leases that have a lease term of twelve months or less at the commencement date, are excluded from this treatment and are recognized on a straight-line basis over the term of the lease. Costs for variable lease payments that are not included in the lease liability are recognized as expense as incurred. Research and development expense Research and development expenses are charged to expense as incurred in performing research and development activities in accordance with ASC 730, Research and Development . The costs include employee‑related expenses including salaries, benefits, and stock‑based compensation expense, costs of funding research performed by third parties that conduct research and development and preclinical and clinical activities on the Company’s behalf, the cost of purchasing lab supplies and non‑capital equipment used in preclinical and clinical activities and in manufacturing preclinical and clinical study materials, consultant fees, facility costs including rent, depreciation and maintenance expenses, fees for acquiring and maintaining licenses under third party licensing agreements, including any sublicensing or success payments made to the Company’s licensors, and overhead and other expenses directly related to research and development operations. In accruing service fees, the Company estimates the time period over which services will be performed and the level of effort to be expended in each period. If the actual timing of the performance of services or the level of effort varies from the Company’s estimate, the accrual or prepaid is adjusted accordingly. The Company defers and capitalizes non-refundable advance payments made by the Company for research and development activities until the related goods are received or the related services are performed. In circumstances where amounts have been paid in excess of costs incurred, the Company records a prepaid expense. Income taxes From inception through July 9, 2015, the Company was a Delaware LLC for federal and state tax purposes and, therefore, all items of income or loss through July 9, 2015 flowed through to the members of AuraSense Therapeutics, LLC. Effective July 9, 2015, the Company converted from an LLC to a C corporation for federal and state income tax purposes. Accordingly, prior to the conversion to a C corporation, the Company did not record deferred tax assets or liabilities or have any net operating loss carryforwards. The Company recognizes deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of its assets and liabilities and the expected benefits of net operating loss carryforwards. The impact of changes in tax rates and laws on deferred taxes, if any, is applied during the years in which temporary differences are expected to be settled and is reflected in the financial statements in the period of enactment. The measurement of deferred tax assets is reduced, if necessary, if, based on weight of the evidence, it is more likely than not that some, or all, of the deferred tax assets will not be realized. At December 31, 2019 and 2018, the Company established a full valuation allowance against its deferred tax assets to an amount that is more likely than not to be realized. Recently Adopted Accounting Pronouncements Equity-based compensation In June 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-07, Compensation-Stock Compensation: Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”), which aligns the measurement and classification guidance for share-based payment to non-employees with the guidance for share-based payments to employees. Under the new guidance, the measurement period for equity-classified non-employee awards will be fixed at the grant date. Prior to the adoption of ASU 2018-07, the Company remeasured fair value of stock option awards to nonemployees at each financial statement reporting date. The Company adopted the guidance of ASU 2018-07 in the first quarter of 2019 on a modified retrospective basis. The adoption of ASU 2018-07 did not have a material impact on the Company’s financial statements. Leases In February 2016, FASB issued ASU 2016-02, Leases (Topic 842) (or “ASC 842), which replaces the guidance in ASC 840, Leases (“ASC 840”) and requires lessees to recognize right-of-use assets and lease liabilities on the balance sheet. The Company adopted ASC 842 on the required effective date of January 1, 2019 utilizing the modified retrospective transition method with no restatement of prior periods or cumulative adjustment to accumulated deficit. The Company has elected the package of practical expedients, which allows the Company not to reassess (1) whether any expired or existing contracts as of the adoption date are or contain a lease, (2) lease classification for any expired or existing leases as of the adoption date and (3) initial direct costs for any existing leases as of the adoption date. The Company elected to combine lease and non-lease components, elected not to record leases with an initial term of twelve months or less on the balance sheet and will recognize the associated lease payments in the consolidated statements of operations on a straight-line basis over the lease term. The Company did not elect to apply the hindsight practical expedient when determining lease term and assessing impairment of right-of-use assets. The adoption of ASC 842 on January 1, 2019 resulted in the recognition of an operating lease asset of approximately $613 and operating lease liabilities of approximately $623 , with no impact to operating expense, net loss, or basic and diluted loss per common share for the year ended December 31, 2019. The impact to the consolidated balance sheet upon adoption of ASC 842 is as follows: As Previously Reported December 31, 2018 ASC 842 Adoption Adjustment As Reported Under ASC 842 January 1, 2019 Prepaid expenses and other current assets $ 1,392 $ (28 ) $ 1,364 Other noncurrent assets 32 613 645 Accrued expenses and other current liabilities 1,543 243 1,786 Other noncurrent liabilities 39 342 381 See Note 7, Leases , for more information on leases. Recent Accounting Pronouncements Not Yet Adopted Financial Instruments - Credit Losses In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13) . ASU 2016-13 is a new standard intended to improve reporting requirements specific to loans, receivables and other financial instruments. ASU 2016-13 requires that credit losses on financial assets measured at amortized cost be determined using an expected loss model, instead of the current incurred loss model, and requires that credit losses related to available-for-sale debt securities be recorded through an allowance for credit losses and limited to the amount by which carrying value exceeds fair value. ASU 2016-13 also requires enhanced disclosure of credit risk associated with financial assets. The effective date of ASU 2016-13 was deferred by ASU 2019-09, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842)—Effective Dates to the annual period beginning after December 15, 2022 for companies that (i) meet the definition of an SEC filer and (ii) are eligible to be smaller reporting companies, both as defined by the SEC, with early adoption permitted. The Company is currently assessing the impact of adoption of ASU 2016-13 to its consolidated financial statements. |
Collaborative Research and Lice
Collaborative Research and License Agreements | 12 Months Ended |
Dec. 31, 2019 | |
Research and Development [Abstract] | |
Collaborative Research and License Agreements | Collaborative Research and License Agreements Allergan Collaboration Agreement Summary of Agreement On November 13, 2019 (the “Effective Date”), the Company entered into a Collaboration, Option and License Agreement (the “Allergan Collaboration Agreement”), with a wholly-owned subsidiary of Allergan plc, Allergan Pharmaceuticals International Limited (“Allergan”). Pursuant to the Allergan Collaboration Agreement, the Company granted to Allergan exclusive access and options to license SNA based therapeutics arising from two collaboration programs related to the treatment of hair loss disorders (each, a “Collaboration Program”). Under each such license (obtained in connection with the exercise of an Option, as defined and discussed further below), the Company would grant to Allergan exclusive, royalty-bearing, sublicenseable, nontransferable, worldwide rights to develop, manufacture, use and commercialize such SNA therapeutics. Under the Allergan Collaboration Agreement, the Company will use commercially reasonable efforts to conduct two Collaboration Programs, each focused on one or more hair loss disorders to discover one or more SNA products that are directed to, bind to or inhibit one or more specific Collaboration Program targets (each, a “Program Target”). As of the Effective Date, the Company and Allergan have agreed upon a development plan for each Collaboration Program that describes the development activities and timelines required to advance such Collaboration Program through first IND filing (each, a “Development Plan”). The activities described in the Development Plan are conducted under the supervision of the Joint Development Committee (the “JDC”) consisting of three members from each of the Company and Allergan. The Company is primarily responsible for performing early stage discovery and preclinical activities (the “Initial Development Activities”) set forth in the Development Plan for each Collaboration Program and will be solely responsible for all costs and expenses related to the Initial Development Activities. Allergan may elect, in its sole discretion and at its sole cost and expense, to conduct formulation assessment and in vivo testing as set forth in a Development Plan. Following the completion of all Initial Development Activities, the Company is required to deliver to Allergan a report that describes the results of the Initial Development Activities and identifies at least one SNA-based compound that satisfies certain criteria for such Collaboration Program as determined by the JDC (the “Initial Development Report”). Following the delivery of the Initial Development Report for a Collaboration Program, Allergan will have the ability for a defined period of time (the “Initial Option Exercise Period”) to exercise an option (each an “Option”) to obtain worldwide rights and license to the Company’s SNA technology and the Company’s interest in joint collaboration technology to make, have made, import, use, sell or offer for sale any product (each a “Licensed Product”) that results from such Collaboration Program during the term of the Allergan Collaboration Agreement. At Allergan’s sole option, Allergan may extend the Initial Option Exercise Period (the “Option Extension”) and require the Company to perform IND-enabling activities described in the Development Plan (the “IND-Enabling Activities”), subject to the payment of additional consideration (“Extension Exercise”). If Allergan exercises the Option Extension, the Company would be responsible for conducting the IND-Enabling Activities and would be solely responsible for all costs and expenses associated with such activities. Upon completion of the IND-Enabling Activities, the Company is required to deliver a report that describes the results of the IND-Enabling Activities (the “IND-Enabling Activities Data Package”) to Allergan. Following the delivery of IND-Enabling Activities Data Package, Allergan will have the ability for a defined period of time (the “Extended Option Exercise Period”) to exercise an Option with respect to such Collaboration Program. After the exercise of an Option with respect to a Collaboration Program, Allergan will be responsible for all development, manufacturing, and commercialization activities, and costs and expense associated with such activities in connection with Licensed Products arising from such Collaboration Program. The Company’s obligation to conduct the activities defined in the Development Plan under the Allergan Collaboration Agreement commenced on November 13, 2019 and continues until the earlier of (i) the date Allergan exercises an Option, (ii) the date Allergan abandons a Collaboration Program and foregoes its Option to that Collaboration Program, or (iii) the fifth anniversary of the Effective Date (the “Research Term”). If the Initial Option Exercise Period or Extended Option Exercise Period is still in effect for a Collaboration Program or if the Company has not delivered a complete Initial Development Report or, if Allergan made an Extension Exercise for a Collaboration Program, a complete IND-Enabling Activities Data Package for such Collaboration Program, as determined by the JDC, then the Research Term will automatically extend by one-year increments until such obligation is satisfied, but in no event past the seventh anniversary of the Effective Date. Under the terms of the Allergan Collaboration Agreement, the Company received a $25,000 upfront, non-refundable, non-creditable cash payment (the “Allergan Upfront Payment”) related to the Company’s research and development costs for conducting the Development Plan for two Collaboration Programs, each focused on one or more targets, and certain options to obtain exclusive, worldwide licenses under certain intellectual property rights owned or controlled by the Company to develop, manufacture and commercialize certain products resulting from each such Collaboration Programs. The option exercise fee during the Initial Option Exercise Period is $10,000 per Collaboration Program. If Allergan elects to extend the Initial Option Exercise Period, Allergan is required to pay an additional fee of $10,000 . If Allergan elects to exercise its option during the Extended Option Exercise Period, Allergan must pay the Company the option exercise fee of $15,000 . Following the exercise by Allergan of an Option with respect to a Collaboration Program, Allergan would be required to make certain milestone payments to the Company upon the achievement of specified development, product approval and launch, and commercial events, on a Licensed Product by Licensed Product basis. On a Licensed Product by Licensed Product basis, for the first Licensed Product to achieve the associated milestone event, the Company is eligible to receive up to an aggregate of $55,000 for development milestone payments and $132,500 for product approval and launch milestone payments. The Company is also eligible for up to $175,000 in sales milestone payments on a Collaboration Program by Collaboration Program basis, associated with aggregate worldwide sales. Certain product approval milestones are subject to certain reductions under specified circumstances, including for payments required to be made by Allergan to obtain certain third party intellectual property rights. In addition, to the extent there is any Licensed Product, the Company would be entitled to receive tiered royalty payments of mid-single digits to the mid-teens percentage on future net worldwide product sales of such Licensed Products, subject to certain reductions under specified circumstances. Royalties are due on a Licensed Product by Licensed Product and country by country basis from the date of the first commercial sale of each Licensed Product in a country until the latest to occur of: (i) the expiration date in such country of the last to expire valid claim within the licensed intellectual property covering the manufacture, use or sale of such Licensed Product in such country, (ii) the tenth anniversary of the first commercial sale of such Licensed Product in such country, and (iii) the expiration of regulatory exclusivity for such Licensed Product in such country. Allergan may terminate the Allergan Collaboration Agreement for any reason or no reason, either in its entirety or on a Collaboration Program by Collaboration Program basis, at any time on 90 days’ prior written notice to the Company. Unless earlier terminated, the term of the Allergan Collaboration Agreement shall continue until (i) if both Option Exercise Periods expire without Allergan exercising either Option, the expiration of the later to expire Option Exercise Period, and (ii) if either or both Options are exercised on a Licensed Product-by-Licensed Product and country-by-country basis, the expiration of the royalty term for such Licensed Product in such country. Either party may terminate the Allergan Collaboration Agreement if the other party has materially breached or defaulted in the performance of any of its material obligations and such breach or default continues after the specified cure period. Termination of the Allergan Collaboration Agreement for any reason will not release either party from any liability which, at the time of such termination, has already accrued to the other party or which is attributable to a period prior to such termination. In addition, termination of the Allergan Collaboration Agreement will not preclude either party from pursuing any rights and remedies it may have under the agreement or at law or in equity with respect to any breach of the Allergan Collaboration Agreement. If either party terminates the Allergan Collaboration Agreement, the license and rights granted to Allergan with respect to the terminated Collaboration Program or License Product shall terminate. Accounting Analysis The Company concluded that Allergan is a customer in this arrangement, and as such the arrangement falls within the scope of the revenue recognition guidance. Under the Allergan Collaboration Agreement, the Company has identified a single performance obligation that includes (i) the research and development activities during the Research Term (the “Allergan R&D Services”), and (ii) Joint Development Committee services during the Research Term (the “Allergan JDC Services”). The Company has concluded that the Allergan R&D Services is not distinct from the Allergan JDC Services during the Research Term. The JDC provides oversight and management of the overall Allergan Collaboration Agreement, and the members of the JDC from the Company have specialized industry knowledge, particularly as it relates to SNA technology. The JDC is meant to facilitate the early stage research being performed and coordinate the activities of both the Company and Allergan. Further, the JDC services are critical to the ongoing evaluation of a Collaboration Program and the drafting and evaluation of the Initial Development Report and the IND-Enabling Data Package. Accordingly, the Company’s participation on the JDC is essential to Allergan receiving value from the Allergan R&D Services and as such, the Allergan JDC Services along with the Allergan R&D Services are considered one performance obligation (the “Collaboration Program Services”). In addition, the Company has concluded that the option to purchase two development and commercialization licenses is considered a marketing offer as the options did not provide any discounts or other rights that would be considered a material right in the arrangement, and thus, not a performance obligation at the onset of the agreement. The consideration for these options will be accounted for when they are exercised. As of the Effective Date of the Allergan Collaboration Agreement, the total transaction price was determined to be $25,000 , consisting solely of the Allergan Upfront Payment. The Company also utilized the most likely amount method to estimate any development and regulatory milestone payments to be received. As of the Effective Date of the Allergan Collaboration Agreement, there were no milestones included in the transaction price. The milestones were fully constrained due to the significant uncertainties surrounding such payments. The Company considered the stage of development and the risks associated with the remaining development required to achieve the milestone, as well as whether the achievement of the milestone is outside the control of the Company or Allergan. The Company has determined that any commercial milestones and sales-based royalties will be recognized when the related sales occur and therefore have also been excluded from the transaction price. The Company will re-evaluate the transaction price at the end of each reporting period and as uncertain events are resolved or other changes in circumstances occur. As of December 31, 2019, the Company determined that any development, regulatory, or commercial milestones continue to be constrained and therefore the related milestone payments continue to be excluded from the transaction price at December 31, 2019. The Company will recognize revenue related to the Collaboration Program Services as the performance obligation is satisfied using an input method to measure progress. The Company believes the input method that most accurately depicts the measure of progress is the actual hours incurred to date relative to projected hours to complete the research service. During the year ended December 31, 2019, the Company recognized revenue under the Allergan Collaboration Agreement of approximately $171 . As of December 31, 2019, there was $24,829 of deferred revenue related to the Allergan Collaboration Agreement, of which $21,873 is classified as current and $2,956 is classified as noncurrent on the consolidated balance sheet. During the three months ended December 31, 2019, the Company incurred $3,750 in license fees owed to Northwestern University in connection with the receipt of the Allergan Upfront Payment, which the Company recorded as research and development expenses during such period. Dermelix Collaboration Agreement Summary of Agreement On February 17, 2019, Exicure entered into a License and Development Agreement with Dermelix (the “Dermelix Collaboration Agreement.”) Pursuant to the Dermelix Collaboration Agreement, the Company granted to Dermelix exclusive, worldwide royalty-bearing license rights to, develop, manufacture, have manufactured, use and commercialize the Company’s SNA technology for the treatment of Netherton Syndrome (“NS”) and, at Dermelix’s option, up to five additional specified orphan diseases that are within the dermatology field. Upon written notice to the Company, Dermelix may exercise its option at any time following the effective date of the Dermelix Collaboration Agreement until the date that is six (6) years from the date that the first collaboration SNA therapeutic achieves first dosing in humans in a Phase 1 clinical trial for NS. Dermelix will initially seek to develop a targeted therapy for the treatment of NS. Under the terms of the Dermelix Collaboration Agreement, the Company will be responsible for conducting the early stage development for each indication up to IND enabling toxicology studies. Dermelix will assume subsequent development, commercial activities and financial responsibility for such indications. Dermelix will pay the costs and expenses of development and commercialization of any licensed products under the Dermelix Collaboration Agreement, including the Company’s expenses incurred in connection with development activities and in accordance with the development budget. Under the terms of the Dermelix Collaboration Agreement, Exicure received an upfront payment of $1,000 , to be applied against the initial $1,000 of the Company’s development expenses. If Dermelix exercises any of its option rights for additional indications, Dermelix will pay an option exercise fee equal to $1,000 for each exercised option (each, an “Option Exercise Fee”). Any Option Exercise Fee will be applied against the Company’s development expenses with respect to the particular indication for which the option was exercised. Pursuant to the Dermelix Collaboration Agreement, the Company shall have the right to pursue the development and commercialization of SNA technology for the treatment of orphan diseases which are neither NS nor one of the additional specified orphan diseases selected by Dermelix pursuant to its option rights. If the Company commences development activities of SNA technology for the treatment of such an orphan disease, the Company will notify Dermelix in writing of such development and Dermelix will have thirty (30) days following receipt of such notice to use one of its remaining option rights on such orphan disease. If Dermelix does not use one of its remaining option rights on such orphan disease, or has no option rights remaining, then the Company will have no further obligations to Dermelix with respect to the development of SNA therapeutics for such orphan disease and shall be free to continue commercialization and development activities with respect thereto. For each of NS as well as any additional licensed product for which Dermelix exercises one of its options, the Company shall be eligible to receive additional cash payments totaling up to $13,500 upon achievement of certain development and regulatory milestones and up to $152,500 upon achievement of certain sales milestones. The regulatory milestones are payable upon the initiation or completion of clinical trials, and regulatory approval in the United States and outside the United States, per program. The commercial sales milestones are payable upon achievement of specified aggregate annual product sales thresholds. In the event a therapeutic candidate subject to the collaboration results in commercial sales, the Company will receive low double-digit royalties on annual net sales for such licensed products. Accounting Analysis The Company concluded that Dermelix is a customer in this arrangement, and as such the arrangement falls within the scope of the revenue recognition guidance. The Company identified performance obligations under the Dermelix Collaboration Agreement for the license of intellectual property for the NS therapeutic candidate and associated research and development services for the NS therapeutic candidate. The Company determined that the performance obligations were not separately identifiable and were not distinct or distinct within the context of the contract due to the specialized nature of the services to be provided by Exicure, specifically with respect to the Company’s expertise related to SNA technology, and the interdependent relationship between the performance obligations. As such, the Company concluded that there is a single identified performance obligation. The Company used the most likely amount method to estimate variable consideration and estimated that the most likely amount for each potential development and regulatory milestone, which is considered variable consideration, was zero, as the achievement of those milestones is uncertain and highly susceptible to factors outside of the Company’s control. Accordingly, all such milestones were excluded from the transaction price. Management will re-evaluate the transaction price at the end of each reporting period and as uncertain events are resolved or other changes in circumstances occur and adjust the transaction price as necessary. Sales-based royalties, including commercial sales milestone payments based on the level of sales, were also excluded from the transaction price, as the license is deemed to be the predominant item to which the royalties relate. The Company will recognize such revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). Revenue associated with the performance obligation will be recognized as services are provided using a cost-to-cost measure of progress method. The transfer of control occurs over time and, in management’s judgment, this input method is the best measure of progress towards satisfying the performance obligation under the Dermelix Collaboration Agreement and reflects a faithful depiction of the transfer of goods and services. The Company initially recorded the upfront payment of $1,000 as deferred revenue related to its wholly unsatisfied performance obligation and reduces this balance by recognizing revenue as services are provided. The Company recognized $1,125 of revenue under the Dermelix Collaboration Agreement during the year ended December 31, 2019, which reflects full recognition of the upfront payment as revenue as well as reimbursement by Dermelix for additional costs incurred by Exicure for early stage development costs beyond the initial $1,000 upfront payment. The Company expects to incur additional early stage development costs and expects to be reimbursed by Dermelix for such costs under the terms of the Dermelix Collaboration Agreement. The Company will recognize both revenue and research and development expense for such costs on a gross basis during the period in which those costs are incurred. Purdue Collaboration Agreement On December 2, 2016, the Company entered into a research collaboration, option and license agreement with Purdue (the “Purdue Collaboration Agreement”). In April 2019, Purdue notified the Company that it will not be selecting any collaboration targets pursuant to the Purdue Collaboration Agreement. As a result, the Company will not receive any research, regulatory and commercial sales milestones contingent upon successful development of such collaboration targets. Purdue re-asserted its right to develop new anti-TNF therapeutic candidates. At this time, there are no active development activities underway for a new anti-TNF therapeutic candidate. As a consequence, the Company also believes that it is highly unlikely that it will receive any research, regulatory and commercial sales milestones for any anti-TNF therapeutic candidates. Revenue recognized in connection with the Purdue Collaboration Agreement was zero and $118 for the years ended December 31, 2019 and 2018, respectively. |
Supplemental Balance Sheet Info
Supplemental Balance Sheet Information | 12 Months Ended |
Dec. 31, 2019 | |
Supplemental Balance Sheet Information [Abstract] | |
Supplemental Balance Sheet Information | Supplemental Balance Sheet Information Prepaid expenses and other current assets December 31 2019 2018 Prepaid insurance $ 533 $ 353 Prepaid clinical, contract research and manufacturing costs 481 293 Interest receivable 236 — Other 705 746 Prepaid expenses and other current assets $ 1,955 $ 1,392 Property and equipment, net December 31, 2019 2018 Scientific equipment $ 2,795 $ 1,979 Leasehold improvements 192 192 Furniture and fixtures 41 41 Computers and software 32 26 Construction in process 356 12 Property and equipment, gross 3,416 2,250 Less: accumulated depreciation (1,317 ) (1,189 ) Property and equipment, net $ 2,099 $ 1,061 Depreciation and amortization expense was $392 and $358 , for the years ended December 31, 2019 and 2018, respectively. Other noncurrent assets December 31, 2019 2018 Operating lease asset $ 356 $ — Other 32 32 Other noncurrent assets $ 388 $ 32 Accrued expenses and other current liabilities December 31, 2019 2018 Accrued payroll-related expenses $ 920 $ 899 Accrued clinical, contract research and manufacturing costs 515 102 Operating lease liability 292 — Accrued legal expenses 254 189 Other accrued expenses 454 353 Accrued expenses and other current liabilities $ 2,435 $ 1,543 Other noncurrent liabilities December 31, 2019 2018 Operating lease liability $ 59 $ — Other — 39 Other noncurrent liabilities $ 59 $ 39 |
Investments
Investments | 12 Months Ended |
Dec. 31, 2019 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Investments As of December 31, 2019, the Company had primarily invested its excess cash in debt instruments of corporations, the U.S. Treasury, financial institutions, and U.S. government agencies with strong credit ratings and an investment grade rating at or above a long-term rating of Aa3/AA- and a short-term rating of P1/A1. The Company has established guidelines relative to diversification and maturities that maintain safety and liquidity. The Company periodically reviews and modifies these guidelines to maximize trends in yields and interest rates without compromising safety and liquidity. The following table summarizes the contract maturity of the available-for-sale securities the Company held as of December 31, 2019: One year or less 57 % After one year but within two years 43 % Total 100 % All of the Company’s available-for-sale securities are available to the Company for use in Exicure’s current operations. As a result, the Company categorizes all of these securities as current assets even though the stated maturity of some individual securities may be one year or more beyond the balance sheet date. The amortized cost, gross unrealized holding gains, gross unrealized holding losses and fair value of cash equivalents and available-for-sale securities by type of security at December 31, 2019 were as follows: December 31, 2019 Amortized Costs Gross Unrealized Holding Gains Gross Unrealized Holding Losses Fair Value Commercial paper $ 13,932 $ 1 $ (2 ) $ 13,931 Corporate notes/bonds 36,620 1 (24 ) 36,597 U.S. Treasuries 4,513 — (1 ) 4,512 U.S. Government agency securities 9,786 — (2 ) 9,784 $ 64,851 $ 2 $ (29 ) $ 64,824 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt | Debt On February 17, 2016, the Company closed a $10,000 loan facility, with an initial advance against this loan facility of $6,000 , with Hercules Technology Growth Capital (“Hercules”). The loan bears a floating interest rate equal to the greater of either (i) 9.95% or (ii) the sum of 9.95% plus the United States prime rate minus 3.50% . Total proceeds net of fees and issuance costs were $5,839 . Fees and issuance costs of $161 , as well as fees of $231 that are payable to the lender at maturity, are recorded as a reduction in the carrying amount of long-term debt on the Company’s balance sheet and will be amortized to interest expense through the maturity date of September 1, 2019 using the effective interest method. Interest amounts were payable monthly beginning on March 1, 2016 through the maturity date of September 1, 2019 . Initially, principal amounts were payable monthly beginning on April 1, 2017 through the maturity date. In 2016, the Company met certain terms in the loan agreement so that principal amounts became payable monthly beginning on July 1, 2017. On January 15, 2018, the Company and Hercules amended its loan agreement so that amortization payments due for the thirteen (13) consecutive months commencing on December 1, 2017 through and including December 1, 2018 were deferred. Commencing on January 1, 2019, and continuing on the first business day of each month thereafter, the loan, including the deferred payments, was to begin amortizing in equal monthly installments of principal and interest based upon an amortization schedule equal to eighteen (18) consecutive months. Any remaining obligations under the loan agreement and other loan documents were due and payable on the maturity date on September 1, 2019. On December 28, 2018, the Company and Hercules further amended its loan agreement so that interest amounts are payable on the first day of each business month and any remaining obligations under the loan agreement and other loan documents are due and payable on the maturity date on September 1, 2019. On March 8, 2019, the Company and Hercules further amended its loan agreement so that the maturity date of its loan agreement is extended to March 1, 2020 and amortization payments are deferred to, and payable at, the new maturity date of March 1, 2020 (“Loan Amendment No. 4”). Fees of $52 paid to Hercules in connection with Loan Amendment No. 4, as well as a fee of $100 that is payable to Hercules at the new maturity date, are recorded as a reduction in the carrying amount of long-term debt on the Company’s balance sheet and will be amortized to interest expense through the new maturity date of March 1, 2020 using the effective interest method. The loan is collateralized by a security interest in all tangible assets. In addition, the Company is subject to certain financial reporting requirements and certain negative covenants requiring lender consent. At December 31, 2019 and 2018, the aggregate carrying value of the current and noncurrent portion of long-term debt is $4,965 and $4,925 , respectively. At December 31, 2019, the principal maturities of the long-term debt were as follows: December 31, 2019 2020 $ 5,000 Principal balance outstanding 5,000 less: unamortized discount (34 ) less: unamortized debt issuance costs (1 ) Long-term debt 4,965 Current portion 4,965 Noncurrent portion $ — The Company paid interest on debt of $597 and $572 during the years ended December 31, 2019 and 2018, respectively. On March 2, 2020, pursuant to the terms of the Hercules loan agreement and subsequent amendments thereto, the Company repaid all remaining outstanding obligations under the Hercules loan agreement. See Note 17, Subsequent Events for more information. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | Leases The Company’s lease arrangements consist of (i) a lease for office and laboratory space at its headquarters in Skokie, IL that commenced in March 2012 and is scheduled to end in February 2021 (the “Skokie Lease”), (ii) a lease for office space at a multi-tenant facility in Cambridge, MA that commenced in March 2019 and is cancelable at any time (the “Cambridge Lease”), and (iii) leases for office equipment (the “Office Equipment Leases”). Each of these leases are classified as operating leases. The Skokie Lease includes a renewal option which the Company concluded that it is not reasonably certain that the renewal option would be exercised. Lease payments for the Skokie Lease include a fixed payment amount as well as variable payments related to a proportionate share of operating and real estate expenses. Due to the nature of the Cambridge Lease, the Company determined that this lease represented a short-term lease with an initial term of less than twelve months and, as such, the Cambridge Lease is not recorded on the balance sheet and related lease costs are recognized in the statement of operations as they are incurred. The Company has also elected to not record the Office Equipment Leases on the balance sheet since related payment amounts and lease costs are insignificant. Lease costs for the Office Equipment Leases are recognized in the statement of operations on a straight-line basis over the lease term. The following table summarizes the presentation in the Company’s consolidated balance sheets of its operating leases: December 31, Assets: Operating lease asset $ 356 Liabilities: Operating lease liability $ 292 Operating lease liability, noncurrent 59 Total operating lease liability $ 351 Because the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate to determine the present value of the lease payments. Information related to the Company's operating lease asset and related operating lease liabilities were as follows: December 31, 2019 Remaining lease term (1) 1.2 years Discount rate 16.1 % (1) Does not include a renewal term beyond February 28, 2021. Renewal terms are included in the lease term when it is reasonably certain that the Company will exercise the option. The following table summarizes lease costs in the Company’s consolidated statement of operations: December 31, 2019 Operating lease costs $ 336 Short term lease costs 100 Variable lease costs 344 Total lease costs $ 780 During the year ended December 31, 2019, the Company made cash payments of $847 for operating leases. Maturities of the Company’s lease liability as of December 31, 2019 were as follows: Years Ending December 31, Operating Leases 2020 $ 324 2021 59 Total $ 383 Less: imputed interest (32 ) Total lease liability $ 351 Current operating lease liability $ 292 Noncurrent operating lease liability 59 Total lease liability $ 351 Leases - ASC 840 Disclosures Lease expense consisted of the following during the year ended December 31, 2018: December 31, 2018 Straight-line rent expense $ 332 Contingent rent expense 298 Total rent expense $ 630 The future minimum lease payments under the Company’s operating leases as of December 31, 2018, were as follows: Years Ending December 31, Operating Leases 2019 $ 347 2020 353 2021 59 Total $ 759 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Preferred Stock As of December 31, 2019 and 2018, the Company had 10,000,000 shares of preferred stock, par value $0.0001 authorized and no shares issued and outstanding. Common Stock As of December 31, 2019 and 2018, the Company had authorized 200,000,000 shares of common stock, par value $0.0001 . As of December 31, 2019, the Company had 86,069,263 shares issued and outstanding. As of December 31, 2018, the Company had 44,358,000 shares issued and outstanding. The holders of shares of the Company’s common stock are entitled to one vote per share on all matters to be voted upon by Exicure stockholders and there are no cumulative rights. Subject to preferences that may be applicable to any outstanding preferred stock, the holders of shares of the Company’s common stock are entitled to receive ratably any dividends that may be declared from time to time by Exicure’s board of directors (the “Board”) out of funds legally available for that purpose. In the event of the Company’s liquidation, dissolution or winding up, the holders of shares of Exicure common stock are entitled to share ratably in all assets remaining after payment of liabilities, subject to prior distribution rights of preferred stock then outstanding. Exicure common stock has no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to Exicure common stock. The outstanding shares of Exicure common stock are fully paid and non-assessable. December 2019 Offering On December 23, 2019, the Company completed the sale of 10,000,000 shares of its common stock at a public offering price of $2.75 per share in an underwritten public offering (the “December 2019 Offering”). The Company received gross proceeds of $27,500 in the December 2019 Offering before deducting underwriting discounts and commissions and offering expenses of $2,156 . On January 6, 2020, the Company sold 1,081,184 shares of its common stock at a price of $2.75 per share pursuant to the exercise of the underwriters’ option to purchase additional shares at the public offering price in connection with the December 2019 Offering. The Company received gross proceeds of $2,973 in the December 2019 Offering before deducting underwriting discounts and commissions and offering expenses of $178 . The shares sold in the December 2019 Offering were sold pursuant to a shelf-registration the Company filed on Form S-3 with the SEC which was declared effective by the SEC on July 24, 2019. August 2019 Offering On August 2, 2019, the Company completed the sale of 31,625,000 shares of its common stock at a public offering price of $2.00 per share in an underwritten public offering, which included the exercise in full of the underwriters’ option to purchase an additional 4,125,000 shares at the public offering price (the “August 2019 Offering”). The Company received gross proceeds of $63,250 in the August 2019 Offering before deducting underwriting discounts and commissions and offering expenses of $4,384 . The shares sold in the August 2019 Offering were sold pursuant to a shelf-registration the Company filed on Form S-3 with the SEC which was declared effective by the SEC on July 24, 2019. August 2018 Private Placement On August 22, 2018, the Company entered into subscription agreements with several accredited investors, pursuant to which it agreed to issue and sell a total of 4,889,217 shares of the Company’s common stock, at a purchase price of $4.50 per share, resulting in approximately $22,001 in gross proceeds to the Company (the “August 2018 Private Placement”). The aggregate net proceeds from the August 2018 Private Placement (after deducting placement agent fees and expenses of the offering of $1,931 ) were $20,070 . The Company also entered into a registration rights agreement with the investors in the August 2018 Private Placement, which required it to file a “resale” registration statement with the SEC covering the shares issued in the August 2018 Private Placement within 30 calendar days from the final closing of the August 2018 Private Placement Offering. The Company filed and caused to become effective a registration statement with the SEC on October 5, 2018 registering the resale of 5,034,683 shares of the Company’s common stock, consisting of (i) 4,889,217 shares that were privately issued through the August 2018 Private Placement and (ii) 145,466 shares that were privately issued on February 1, 2018 in connection with consulting services. In connection with the closing of the August 2018 Private Placement, the placement agents received an aggregate of $1,680 in cash placement fees, and the Company reimbursed up to $87 of expenses incurred by the placement agents in connection with the closing of the August 2018 Private Placement. Common Stock Warrants In connection with a private placement offering of common stock in 2017 (the “2017 Private Placement”), placement agents received warrants to purchase an aggregate of 413,320 shares of Exicure common stock in connection with all closings of the 2017 Private Placement (the “Warrants”). The Warrants expire on March 27, 2021, have an exercise price of $3.00 per share, and were issued on the same terms in all closings of the 2017 Private Placement. The Warrants are classified as a liability. The common stock warrant liability is remeasured each period at fair value. As of December 31, 2019, Warrants to purchase 413,320 shares of common stock remain outstanding. See Note 12, Fair Value Measurements for more information on the fair value of the common stock warrant liability. Accumulated Other Comprehensive Loss The following table summarizes the changes in each component of accumulated other comprehensive loss, net of tax, for 2019: Unrealized gains (losses) on short-term investments Total Balance at December 31, 2018 $ — $ — Other comprehensive income (loss) before reclassifications (27 ) (27 ) Net current period other comprehensive loss (27 ) (27 ) Balance at December 31, 2019 $ (27 ) $ (27 ) |
Equity-Based Compensation
Equity-Based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Equity-Based Compensation | Equity-Based Compensation On September 22, 2017, the Board adopted and Exicure’s stockholders approved the Exicure, Inc. 2017 Equity Incentive Plan (the “2017 Plan”), which became effective on November 15, 2017. The 2017 Plan provides for the issuance of incentive awards of up to 5,842,525 shares of Exicure common stock, which includes 2,169,905 shares of Exicure common stock to be issued to officers, employees, consultants and directors, plus a number of shares not to exceed 3,683,817 that are subject to issued and outstanding awards under the Exicure OpCo 2015 Equity Incentive Plan (the “2015 Plan”) and were assumed in the Merger. Awards that may be awarded under the 2017 Plan include non-qualified and incentive stock options, stock appreciation rights, bonus shares, restricted stock, restricted stock units, performance units and cash-based awards. The 2017 Plan also provides that the number of shares reserved for issuance thereunder will be increased annually on the first day of each year beginning in 2020 by the least of 4,600,000 shares, five percent ( 5% ) of the shares of Exicure common stock outstanding on the last day of the immediately preceding year, or a lesser number of shares as determined by the Company’s compensation committee. No future awards will be made under the 2015 Plan upon the effectiveness of the 2017 Plan. As of December 31, 2019, the aggregate number of common stock options available for grant under the 2017 Plan was 36,054 . In connection with the approval on December 6, 2019 by the Company’s compensation committee, effective January 1, 2020, the number of awards that may be awarded under the 2017 Plan was increased by 5% of the shares of Exicure common stock outstanding at December 31, 2019 (an increase of 4,303,463 awards available for grant under the 2017 Plan). The common stock options are contingent on the participants’ continued employment or provision of non-employee services and are subject to forfeiture if employment or continued service terminates for any reason. The initial stock option grant to an employee or consultant vests 25% on the first 12-month anniversary of the grant date and vests 1/48th monthly thereafter until fully vested at the end of 48 months . Subsequent stock option grants to employees or consultants vest 1/48th monthly until fully vested at the end of 48 months . The initial stock option grant to a non-employee director vests 1/36th monthly until fully vested at the end of 36 months . Subsequent stock option grants to a non-employee director vests 1/12th monthly until fully vested at the end of 12 months . The term of common stock option grants is ten years unless terminated earlier as described above. Equity-based compensation expense is classified in the statements of operations as follows: Year Ended December 31, 2019 2018 Research and development expense $ 535 $ 485 General and administrative expense 1,305 1,324 $ 1,840 $ 1,809 Unamortized equity-based compensation expense at December 31, 2019 was $3,375 , which is expected to be amortized over a weighted-average period of 2.7 years . The Company utilizes the Black-Scholes option-pricing model to determine the fair value of common stock option grants. The Black-Scholes option-pricing model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. The model also requires the input of highly subjective assumptions. In addition to an assumption on the expected term of the option grants as discussed below, application of the Black-Scholes model requires additional inputs for which the Company has assumed the values described in the table below: Year Ended December 31, 2019 2018 Expected term 5.3 to 6.1 years 5.3 to 6.0 years Risk-free interest rate 1.55% to 2.56%; weighted avg. 1.94% 2.72% to 2.87%; weighted avg. 2.78% Expected volatility 80.2% to 86.7%; weighted avg. 82.6% 78.1% to 82.4%; weighted avg. 80.6% Forfeiture rate 5 % 5 % Expected dividend yield — % — % The expected term is based upon the “simplified method” as described in Staff Accounting Bulletin Topic 14.D.2. Currently, the Company does not have sufficient experience to provide a reasonable estimate of an expected term of its common stock options. The Company will continue to use the “simplified method” until there is sufficient experience to provide a more reasonable estimate in conformance with ASC 718-10-30-25 through 30-26. The risk-free interest rate assumptions were based on the U.S. Treasury bond rate appropriate for the expected term in effect at the time of grant. The expected volatility is based on calculated enterprise value volatilities for publicly traded companies in the same industry and general stage of development. The estimated forfeiture rates were based on historical experience for similar classes of employees. The dividend yield was based on expected dividends at the time of grant. The fair value of the underlying common stock and the exercise price for the common stock options granted during the years ended December 31, 2019 and 2018 are summarized in the table below: Common Stock Options Granted During Period Ended: Fair Value of Underlying Common Stock Exercise Price of Common Stock Option Year ended December 31, 2019 $2.32 to $3.05; weighted avg. $2.86 $2.32 to $3.05; weighted avg. $2.86 Year ended December 31, 2018 $3.00 to $5.82; weighted avg. $3.45 $3.00 to $5.82; weighted avg. $3.45 The weighted-average grant date fair value of common stock options granted in the years ended December 31, 2019 and 2018 was $2.01 and $2.40 per common stock option, respectively. A summary of common stock option activity as of the periods indicated is as follows: Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (years) Aggregate Intrinsic Value (thousands) Outstanding - December 31, 2018 4,891,588 $ 2.22 7.3 $ 7,330 Granted 1,244,009 2.86 Exercised (86,263 ) 0.87 Forfeited (351,620 ) 2.90 Outstanding - December 31, 2019 5,697,714 $ 2.34 6.7 $ 4,625 Exercisable - December 31, 2019 3,972,087 $ 2.01 5.7 $ 4,550 Vested and Expected to Vest - December 31, 2019 5,577,282 $ 2.32 6.7 $ 4,620 The aggregate intrinsic value of common stock options exercised during the years ended December 31, 2019 and 2018 was $172 and $44 , respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Pretax loss before income taxes was $26,303 and $22,413 for the years ended December 31, 2019 and 2018, respectively, which consists entirely of losses in the U.S. and resulted in no provision for income tax expense during the years then ended. The differences between income taxes computed using the U.S. federal income tax rate and the provision for income taxes are as follows: Year Ended December 31, 2019 2018 Federal income tax expense at statutory rate $ (5,524 ) 21.0 % $ (4,707 ) 21.0 % State income tax expense at statutory rate (1,934 ) 7.3 (1,595 ) 7.1 Permanent differences 113 (0.4 ) 243 (1.1 ) Change in valuation allowance 7,345 (27.9 ) 6,059 (27.0 ) $ — — % $ — — % The Company’s effective income tax rate for the years ended December 31, 2019 and 2018 is 0% because the Company has generated tax losses and has provided a full valuation allowance against its deferred tax assets to an amount that is more likely than not to be realized. The significant components of the Company’s net deferred tax assets are as follows: December 31, 2019 2018 Deferred Tax Assets Net operating losses $ 22,340 $ 14,827 Intangibles 169 187 Accrued expenses 80 271 Operating lease liability 108 — Equity-based compensation 1,023 796 Other 5 204 Less: Valuation allowance (23,567 ) (16,225 ) Total deferred tax assets 158 60 Deferred Tax Liabilities Fixed assets and other (57 ) (60 ) Operating lease asset (101 ) — Total deferred tax liabilities (158 ) (60 ) Deferred taxes, net $ — $ — The Company has recorded a full valuation allowance against its deferred tax assets to an amount that is more likely than not to be realized at December 31, 2019 and 2018. This determination is based on significant negative evidence, including: • Cumulative losses: The Company has been in a significant cumulative loss position since its inception in 2011. • Projected realization of net operating loss carry forward amounts: Projections of future pre-tax book loss and taxable losses based on the Company’s recent actual performance and current industry data indicate it is more likely than not that the benefits will not be recognized. At December 31, 2019, the Company has federal net operating loss carryforwards of $78,987 , of which $31,809 will begin to expire in 2035 and $47,178 which do not expire and may be carried forward indefinitely. At December 31, 2019, the Company has $76,651 of state net operating loss carryforwards which will begin to expire in 2027. As provided by Section 382 of the Internal Revenue Code of 1986 (“Section 382”), and similar state provisions, utilization of net operating losses and tax credit carryforwards may be subject to substantial annual limitations due to ownership change limitations that have previously occurred or that could occur in the future. Ownership changes may limit the amount of net operating losses and tax credit carryforwards that can be utilized annually to offset future taxable income and tax, respectively. In general, an ownership change, as defined by Section 382, results from transactions that increase the ownership of five percent stockholders in the stock of a corporation by more than 50 percent in the aggregate over a three-year period. The Company completed a review of its changes in ownership through December 31, 2019 and determined that the August 2019 Offering resulted in an ownership change during the year ended December 31, 2019, as defined by Section 382. However, the Company does not expect that the Section 382 limitation resulting from the August 2019 ownership change will place a material restriction on the Company’s ability to utilize its net operating losses and tax credit carryforwards. There could be additional ownership changes after December 31, 2019 that could limit the amount of net operating losses and tax credit carryforwards that the Company can utilize in the future. At December 31, 2019 and 2018, the Company had no unrecognized tax benefits. The Company’s estimate of the potential outcome of any uncertain tax position is subject to management’s assessment of relevant risks, facts and circumstances existing at that time. The Company evaluates uncertain tax positions to determine if it is more-likely-than-not that they would be sustained upon examination. The Company recognizes interest and penalties related to unrecognized tax benefits in the provision for income taxes. The Company is subject to taxation in the U.S. and various state jurisdictions. The Company remains subject to examination by U.S. federal and state tax authorities for the years 2015 through 2019. There are no pending examinations in any jurisdiction. |
Loss Per Common Share
Loss Per Common Share | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Loss Per Common Share | Loss Per Common Share Basic loss per common share is calculated by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted loss per common share is calculated using the treasury share method by giving effect to all potentially dilutive securities that were outstanding. Potentially dilutive options and warrants to purchase common stock that were outstanding during the periods presented were excluded from the diluted loss per share calculation because such shares had an anti-dilutive effect due to the net loss reported in those periods. Therefore, basic and diluted loss per common share is the same for each of the years ended December 31, 2019 and 2018. The following is the computation of loss per common share for the years ended December 31, 2019 and 2018: Year Ended December 31, 2019 2018 Net loss $ (26,303 ) $ (22,413 ) Weighted-average basic and diluted common shares outstanding 57,671,734 41,189,177 Loss per share - basic and diluted $ (0.46 ) $ (0.54 ) The outstanding securities presented below were excluded from the calculation of net loss per common share, because such securities would have been anti-dilutive due to the Company’s net loss per share during the periods ending on the dates presented: December 31, 2019 2018 Options to purchase common stock 5,697,714 4,891,588 Warrants to purchase common stock 413,320 413,320 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements ASC Topic 820, Fair Value Measurement , establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value, as follows: Level 1 Inputs - unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date; Level 2 Inputs - other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability; and Level 3 Inputs - unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. Assets and liabilities measured at fair value on a recurring basis as of December 31, 2019 are as follows: Total Level 1 Level 2 Level 3 Assets Cash equivalents: Money market funds $ 31,078 $ 31,078 $ — $ — Commercial paper 2,498 — 2,498 — Short-term investments: Commercial paper 11,433 — 11,433 — Corporate notes/bonds 36,597 — 36,597 — U.S. Treasuries 4,512 — 4,512 — U.S. Government agency securities 9,784 — 9,784 — Total financial assets $ 95,902 $ 31,078 $ 64,824 $ — Liabilities Common stock warrant liability $ 414 $ — $ — $ 414 Total financial liabilities $ 414 $ — $ — $ 414 Assets and liabilities measured at fair value on a recurring basis as of December 31, 2018 are as follows: Total Level 1 Level 2 Level 3 Assets Cash equivalents: Money market funds $ 21,459 $ 21,459 $ — $ — Total financial assets $ 21,459 $ 21,459 $ — $ — Liabilities Common stock warrant liability $ 797 $ — $ — $ 797 Total financial liabilities $ 797 $ — $ — $ 797 The Company uses the market approach and Level 1 and Level 2 inputs to value its cash equivalents and Level 2 inputs to value its short-term investments. The Company’s common stock warrant liability (refer to Note 8, Stockholders’ Equity , for more information) is classified within Level 3 of the fair value hierarchy. The fair value of the common stock warrant liability was determined using the Black-Scholes option-pricing model. The fair value of the common stock warrant liability is based significantly on the fair value of the Company’s common stock. At the date of issuance, the common stock warrant liability was determined using the following weighted-average assumptions: expected term of 2.0 years , risk-free interest rate of 1.53% , expected volatility of 78.97% , and no expected dividends. The following weighted-average assumptions were used to estimate the fair value of the common stock warrant liability at December 31, 2019: December 31, 2019 Expected term 1.3 Risk-free interest rate 1.58 % Expected volatility 81.84 % Expected dividend yield — % A 10% change in the estimate of expected volatility at December 31, 2019 would increase or decrease the fair value of the common stock warrant liability in the amount of $39 . A 10% change in the estimate of fair value of the common stock at December 31, 2019 would increase or decrease the fair value of the common stock warrant liability in the amount of $81 . The following is a reconciliation of the Company’s liabilities measured at fair value on a recurring basis using unobservable inputs (Level 3) for the years ended December 31, 2019 and 2018: Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Common Stock Warrant Liability Balance at December 31, 2017 $ 523 Gain included in other income (expense), net 274 Balance at December 31, 2018 $ 797 Loss included in other income (expense), net (383 ) Balance at December 31, 2019 $ 414 |
Defined Contribution Plan
Defined Contribution Plan | 12 Months Ended |
Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |
Defined Contribution Plan | Defined Contribution Plan Exicure maintains a defined contribution savings plan for the benefit of its employees. During 2018, Exicure began contributing to the defined contribution plan. Company contributions are determined under various formulas. The expense recognized for this plan was $185 and $ 107 for the years ended December 31, 2019 and 2018, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Leases Refer to Note 7, Leases , for a discussion of the commitments associated with the Company’s lease agreements. Northwestern University License Agreements On December 12, 2011, (1) AuraSense, LLC, the Company’s former parent, assigned to the Company all of its worldwide rights and interests under AuraSense, LLC’s 2009 license agreement with Northwestern University (“NU”) in the field of the use of nanoparticles, nanotechnology, microtechnology or nanomaterial-based constructs as therapeutics or accompanying therapeutics as a means of delivery, but expressly excluding diagnostics (the “assigned field”); (2) in accordance with the terms and conditions of this assignment, the Company assumed all liabilities and obligations of AuraSense, LLC as set forth in its license agreement in the assigned field; and (3) in order to secure this assignment and the patent rights from NU, the Company agreed (i) to pay NU an annual license fee, which may be credited against any royalties due to NU in the same year, (ii) to reimburse NU for expenses associated with the prosecution and maintenance of the license patent rights, (iii) to pay NU royalties based on any net revenue generated by the Company’s sale or transfer of any licensed product, (iv) to pay NU, in the event the Company grants a sublicense under the licensed patent rights, the greater of a percentage of all sublicensee royalties or a percentage of any net revenue generated by a sublicensee’s sale or transfer of any licensed product, and (v) to pay NU a percentage of all other sublicense payments received by the Company. In August 2015, the Company entered into a restated license agreement with NU (the “Restated License Agreement”). In February 2016, the Company obtained exclusive license as to NU’s rights in certain SNA technology it jointly owns with NU (the “Co-owned Technology License”). The Company’s license to NU’s rights is limited to the assigned field, however the Company has no such limitation as to its own rights in this jointly owned technology. In June 2016, the Company entered into an exclusive license with NU to obtain worldwide rights to certain inhibitors of glucosylceramide synthase and their use in wound healing in diabetes (the “Wound Healing License”). The Company’s rights and obligations in the Co-owned Technology License and the Wound Healing License agreements are substantially the same as in the Restated License Agreement from August 2015 (collectively referred to as “the Northwestern University License Agreements”). As of December 31, 2019, all pending patent applications under the Wound Healing License have been abandoned. As of December 31, 2019, the Company has paid to NU an aggregate of $8,179 in consideration of each of the obligations described above. |
Related-Party Transactions
Related-Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Related-Party Transactions The Company received consulting services from, and paid fees to, one of its co-founders who is not an employee but serves as a member of the Board. The Company paid $100 in each of the years ended December 31, 2019 and 2018 in connection with these consulting services and these amounts are recognized as an expense in the accompanying consolidated statement of operations. |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (Unaudited) | Quarterly Financial Data (Unaudited) Selected quarterly financial data for the years ended December 31, 2019 and 2018 are as follows: 2019 First Quarter Second Quarter Third Quarter Fourth Quarter Revenue $ 25 $ 434 $ 527 $ 310 Net loss (1) (2) (5,286 ) (5,220 ) (5,816 ) (9,981 ) Basic and diluted loss per common share $ (0.12 ) $ (0.12 ) $ (0.09 ) $ (0.13 ) 2018 First Quarter Second Quarter Third Quarter Fourth Quarter Revenue $ 36 $ 19 $ 57 $ 6 Net loss (1) (5,509 ) (6,825 ) (5,324 ) (4,755 ) Basic and diluted loss per common share $ (0.14 ) $ (0.17 ) $ (0.13 ) $ (0.11 ) ___________ (1) - Net loss includes a non-cash unrealized gain (loss) related to the fair value adjustment of the common stock warrant liability of $370 , $(113) , $103 , $24 in the three months ended March 31, 2019, June 30, 2019, September 30, 2019, and December 31, 2019 and ($128) , ($915) , $581 , and $186 in the three months ended March 31, 2018, June 30, 2018, September 30, 2018, and December 31, 2018, respectively. (2) - Net loss in the three months ended December 31, 2019 includes $3,750 of research and development expense related to license fees owed to Northwestern University in connection with the receipt of the Allergan Upfront Payment during that period. Refer to Note 3, Collaborative Research and License Agreements for more information on the Allergan Upfront Payment and Note 14, Commitments and Contingencies for more information on the Northwestern University License Agreements. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events The Company has evaluated subsequent events which may require adjustment to or disclosure in the accompanying consolidated financial statements and has concluded that, other than entering into a lease for a new headquarters in Chicago and the Hercules loan maturity discussed below, there are no subsequent events or transactions that occurred subsequent to the balance sheet date that would require recognition or disclosure in the accompanying consolidated financial statements. Chicago lease On February 28, 2020, the Company entered into a non-cancelable real property lease agreement with 2430 N. Halsted LLC (the “Landlord”), for approximately 30,085 square feet of laboratory and office space (the “Premises”) in Chicago, Illinois (the “Chicago Lease”). The Company intends to move its corporate headquarters and research facility to the Premises upon occupancy, which is expected to occur in the third quarter of 2020. The original term (the “Original Term”) of the Chicago Lease is 10 years, commencing on the date on which the Premises are ready for occupancy under the terms of the Chicago Lease (the "Anticipated Commencement Date"). The Company has options to extend the term of the Chicago Lease for two additional successive periods of five years each (the “Extension Periods”) at the then prevailing effective market rental rate. The initial annual base rent during the Original Term is $37.00 per square foot per year, or approximately $1,113 for the first 12-month period of the Original Term, payable in monthly installments beginning on the Anticipated Commencement Date. Base rent thereafter is subject to annual increases of 3% , for an aggregate amount of $12,761 over the Original Term. The Company must also pay its proportionate share of certain operating expenses and taxes for each calendar year during the term. During the first 12-month period of the Original Term, the base rent and the Company's proportionate share of operating expenses and taxes are subject to certain abatements. The Landlord will contribute a maximum of $3,159 toward tenant improvements. In connection with the Chicago Lease, the Company will maintain a letter of credit for the benefit of the Landlord in an initial amount of $1,200 , which amount is subject to reduction over time. Upon execution of the Chicago Lease, the Company paid to the Landlord the first installment of base rent and the estimated monthly amount of its pro rata share of taxes and its pro rata share of operating expenses in the aggregate amount of $87 , which amount had been adjusted for the abatement as set forth in the lease agreement. The Chicago Lease contains customary representations, warranties, covenants, indemnification provisions, default provisions, and termination provisions for a lease of this nature. Hercules loan maturity On March 2, 2020, pursuant to the terms of the Hercules loan agreement and subsequent amendments thereto, the Company repaid all remaining outstanding obligations under the Hercules loan agreement, to include the outstanding principal balance of $5,000 and an end of term fee of $100 . |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of Presentation The accompanying consolidated financial statements as of December 31, 2019 and 2018, and for the years then ended, have been presented in conformity with generally accepted accounting principles in the United States (“GAAP”). |
Principles of consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of Exicure, Inc. and its 100% owned subsidiary, Exicure Operating Company. All intercompany transactions and accounts are eliminated in consolidation. |
Use of estimates | Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases its estimates on certain assumptions which it believes are reasonable in the circumstance and while actual results could differ from those estimates, management does not believe that any change in those assumptions in the near term would have a significant effect on the Company’s financial position, results of operations or cash flows. Actual results in future periods could differ from those estimates. |
Cash and cash equivalents | Cash, cash equivalents, and short-term investments The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. |
Accounts receivable and unbilled revenue receivable | Accounts receivable and unbilled revenue receivable The Company makes judgments as to its ability to collect outstanding receivables and provides an allowance for receivables when collection becomes doubtful. The Company's receivables as of December 31, 2019 primarily relate to amounts reimbursed under its collaboration agreement with Dermelix, LLC (“Dermelix”) and, as of December 31, 2018, with its collaboration agreement with Purdue Pharma L.P. (“Purdue”). The Company believes that credit risks associated with its collaboration partners is not significant and that these receivables are fully collectible. To date, the Company has not had any write-offs of uncollectible receivables, and the Company did not have an allowance for doubtful accounts as of December 31, 2019 and 2018. |
Fair value of financial instruments | Fair value of financial instruments The Company has estimated the fair value of its financial instruments. The carrying amounts for cash, cash equivalents, accounts receivable, and accounts payable approximate their fair value due to the relatively short-term nature of these instruments. The Company records short-term investments at their estimated fair value based on quoted market prices for identical or similar instruments. The Company believes that the its long-term debt bears interest at the prevailing market rate for instruments with similar characteristics and, accordingly, the carrying value of long-term debt also approximates its fair value. |
Concentrations of credit risk and other risks and uncertainties | Concentrations of credit risk and other risks and uncertainties Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash, cash equivalents, short-term investments, and accounts receivable. The Company places its cash, cash equivalents, and short-term investments with reputable financial institutions. The Company primarily invests its excess cash in debt instruments of corporations, the U.S. Treasury, financial institutions, and U.S. government agencies with strong credit ratings and an investment grade rating at or above a long-term rating of Aa3/AA- and a short-term rating of P1/A1. The Company has established guidelines relative to diversification and maturities that maintain safety and liquidity. The Company periodically reviews and modifies these guidelines to maximize trends in yields and interest rates without compromising safety and liquidity. The Company has not experienced any credit losses in such accounts and does not believe it is exposed to any significant credit risk on these funds. The Company has no financial instruments with off-balance sheet risk of loss. As of December 31, 2019, the Company's receivables primarily relate to amounts reimbursed under its collaboration agreement with Dermelix. For the year ended December 31, 2019, the Company’s revenue was generated from its collaborations with Dermelix and Allergan. The Company is currently not profitable and no assurance can be provided that it will ever be profitable. The Company’s research and development activities have required significant investment since inception and operations are expected to continue to require cash investment in excess of its revenues. See also Note 1, Liquidity Risk , for more information. The Company is subject to risks common in therapeutic development including, but not limited to, therapeutic candidates that appear promising in the early phases of development often fail because they prove to be inefficacious or unsafe, clinical trial results are unsuccessful, regulatory bodies may not approve the therapeutic or the therapeutic may not be economical in production or distribution. The Company is also subject to risks common to biotechnology firms including, but not limited to new and disruptive technological innovations, dependence on key personnel, protection of proprietary technology, the validity of and continued access to its owned and licensed intellectual property, limitations on the supply of critical materials, compliance with governmental regulations and market acceptance. |
Property and equipment | Property and equipment Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the various classes of property and equipment, which range from three to seven years. Leasehold improvements are amortized using the straight-line method over the shorter of the remaining terms of the respective leases or the estimated lives of the assets. Depreciation begins at the time the asset is placed in service. Property and equipment are reviewed for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. |
Common stock warrant liability | Common stock warrant liability Freestanding warrants related to shares that are redeemable, contingently redeemable, or for purchases of common stock that are not indexed to the Company’s own stock are classified as a liability on the Company’s balance sheet. The common stock warrants are recorded at fair value, estimated using the Black-Scholes option-pricing model, and marked to market at each balance sheet date with changes in the fair value of the liability recorded in other income (expense), net in the consolidated statements of operations. |
Revenue recognition | Effective January 1, 2018, the Company adopted the provisions of Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”) using the modified retrospective method for all contracts not completed as of the date of adoption. On January 1, 2018, in connection with the adoption of ASC 606, the Company recorded the unamortized deferred revenue of $1,034 related to the Purdue Collaboration Agreement as an adjustment to the beginning balance of retained deficit at January 1, 2018. The reported results for 2018 reflect the application of ASC 606 guidance. Under ASC 606, the Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that are within the scope of ASC 606, the Company performs the following five steps: 1. Identify the contract with the customer. A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the goods or services to be transferred and identifies the related payment terms, (ii) the contract has commercial substance, and (iii) the Company determines that collection of substantially all consideration for goods and services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. The Company applies judgment in determining the customer’s intent and ability to pay, which is based on a variety of factors including the customer’s historical payment experience, or in the case of a new customer, published credit and financial information pertaining to the customer. 2. Identify the performance obligations in the contract. Performance obligations promised in a contract are identified based on the goods and services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the good or service either on its own or together with other available resources, and are distinct in the context of the contract, whereby the transfer of the good or service is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised goods and services, the Company must apply judgment to determine whether promised goods and services are both capable of being distinct and distinct in the context of the contract. If these criteria are not met, the promised goods and services are accounted for as a combined performance obligation. 3. Determine the transaction price. The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring goods and services to the customer. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method, depending on the nature of the variable consideration. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Any estimates, including the effect of the constraint on variable consideration, are evaluated at each reporting period for any changes. Determining the transaction price requires significant judgment. 4. Allocate the transaction price to performance obligations in the contract. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. However, if a series of distinct services that are substantially the same qualifies as a single performance obligation in a contract with variable consideration, the Company must determine if the variable consideration is attributable to the entire contract or to a specific part of the contract. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation on a relative standalone selling price basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct service that forms part of a single performance obligation. The consideration to be received is allocated among the separate performance obligations based on relative standalone selling prices. 5. Recognize revenue when or as the Company satisfies a performance obligation. The Company satisfies performance obligations either over time or at a point in time. Revenue is recognized over time if either (i) the customer simultaneously receives and consumes the benefits provided by the entity’s performance, (ii) the entity’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced, or (iii) the entity’s performance does not create an asset with an alternative use to the entity and the entity has an enforceable right to payment for performance completed to date. If the entity does not satisfy a performance obligation over time, the related performance obligation is satisfied at a point in time by transferring the control of a promised good or service to a customer. Examples of control are using the asset to produce goods or services, enhance the value of other assets, or settle liabilities, and holding or selling the asset. Licenses of intellectual property : If the license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenues from consideration allocated to the license when the license is transferred to the customer and the customer is able to use and benefit from the licenses. For licenses that are combined with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Milestone payments: At the inception of each arrangement that includes development milestone payments, the Company evaluates the probability of reaching the milestones and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur in the future, the associated milestone value is included in the transaction price. Milestone payments that are not within the control of the Company or the licensee, such as regulatory approvals, are not considered probable of being achieved until those approvals are received and therefore revenue recognized is constrained as management is unable to assert that a reversal of revenue would not be possible. The transaction price is then allocated to each performance obligation on a relative standalone selling price basis, for which the Company recognizes revenue as or when the performance obligations under the contract are satisfied. At the end of each subsequent reporting period, the Company re-evaluates the probability of achievement of such development milestones and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect collaboration revenues and earnings in the period of adjustment. To date, the Company has not recognized any milestone payment revenue from any of its collaboration agreements. Royalties : For arrangements that include sales-based royalties, including milestone payments based on levels of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). To date, the Company has not recognized any royalty revenue resulting from any of its collaboration agreements. To date, the Company has primarily earned revenue under the collaboration agreements with Purdue, Dermelix, and Allergan (see Note 3 for more information). |
Equity-based compensation | Equity-based compensation The Company measures the cost of common stock option awards at fair value and records the cost of the awards, net of estimated forfeitures, on a straight-line basis over the requisite service period. The Company measures fair value for all common stock options using the Black-Scholes option-pricing model. For all common stock option awards, the fair value measurement date is the date of grant and the requisite service period is the period over which the option recipient is required to provide service in exchange for the common stock option awards, which is generally the vesting period. |
Segments and geographic information | Segments and geographic information The Company has determined it has one reporting segment. Disaggregating the Company’s operations is impracticable because the Company’s research and development activities and its assets overlap and management reviews its business as a single operating segment. Thus, discrete financial information is not available by more than one operating segment. All long-lived assets of the Company are located in the United States. |
Lessee, Leases | Leases The Company determines if an arrangement is a lease at contract inception. Operating lease assets represent the Company’s right to use an underlying asset for the lease term and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized on the balance sheet at the commencement date of the lease based upon the present value of lease payments over the lease term. When determining the lease term, the Company includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company uses the implicit interest rate when readily determinable and uses the Company’s incremental borrowing rate when the implicit rate is not readily determinable based upon the information available at the commencement date in determining the present value of the lease payments. The lease payments used to determine the Company’s operating lease assets may include lease incentives, stated rent increases and escalation clauses linked to rates of inflation when determinable. In addition, the Company’s lease arrangements may contain lease and non-lease components. The Company combines lease and non-lease components, which are accounted for together as a single lease component. Variable lease payments, such as real estate taxes and facility maintenance costs that are allocated by the lessor to the lessee and are not based on an index or a rate, are excluded from the measurement of the lease liability. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Short-term leases, defined as leases that have a lease term of twelve months or less at the commencement date, are excluded from this treatment and are recognized on a straight-line basis over the term of the lease. Costs for variable lease payments that are not included in the lease liability are recognized as expense as incurred. |
Research and development expense | Research and development expense Research and development expenses are charged to expense as incurred in performing research and development activities in accordance with ASC 730, Research and Development . The costs include employee‑related expenses including salaries, benefits, and stock‑based compensation expense, costs of funding research performed by third parties that conduct research and development and preclinical and clinical activities on the Company’s behalf, the cost of purchasing lab supplies and non‑capital equipment used in preclinical and clinical activities and in manufacturing preclinical and clinical study materials, consultant fees, facility costs including rent, depreciation and maintenance expenses, fees for acquiring and maintaining licenses under third party licensing agreements, including any sublicensing or success payments made to the Company’s licensors, and overhead and other expenses directly related to research and development operations. In accruing service fees, the Company estimates the time period over which services will be performed and the level of effort to be expended in each period. If the actual timing of the performance of services or the level of effort varies from the Company’s estimate, the accrual or prepaid is adjusted accordingly. The Company defers and capitalizes non-refundable advance payments made by the Company for research and development activities until the related goods are received or the related services are performed. In circumstances where amounts have been paid in excess of costs incurred, the Company records a prepaid expense. |
Income taxes | Income taxes From inception through July 9, 2015, the Company was a Delaware LLC for federal and state tax purposes and, therefore, all items of income or loss through July 9, 2015 flowed through to the members of AuraSense Therapeutics, LLC. Effective July 9, 2015, the Company converted from an LLC to a C corporation for federal and state income tax purposes. Accordingly, prior to the conversion to a C corporation, the Company did not record deferred tax assets or liabilities or have any net operating loss carryforwards. The Company recognizes deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of its assets and liabilities and the expected benefits of net operating loss carryforwards. The impact of changes in tax rates and laws on deferred taxes, if any, is applied during the years in which temporary differences are expected to be settled and is reflected in the financial statements in the period of enactment. The measurement of deferred tax assets is reduced, if necessary, if, based on weight of the evidence, it is more likely than not that some, or all, of the deferred tax assets will not be realized. At December 31, 2019 and 2018, the Company established a full valuation allowance against its deferred tax assets to an amount that is more likely than not to be realized. |
Recent accounting pronouncements | Recently Adopted Accounting Pronouncements Equity-based compensation In June 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-07, Compensation-Stock Compensation: Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”), which aligns the measurement and classification guidance for share-based payment to non-employees with the guidance for share-based payments to employees. Under the new guidance, the measurement period for equity-classified non-employee awards will be fixed at the grant date. Prior to the adoption of ASU 2018-07, the Company remeasured fair value of stock option awards to nonemployees at each financial statement reporting date. The Company adopted the guidance of ASU 2018-07 in the first quarter of 2019 on a modified retrospective basis. The adoption of ASU 2018-07 did not have a material impact on the Company’s financial statements. Leases In February 2016, FASB issued ASU 2016-02, Leases (Topic 842) (or “ASC 842), which replaces the guidance in ASC 840, Leases (“ASC 840”) and requires lessees to recognize right-of-use assets and lease liabilities on the balance sheet. The Company adopted ASC 842 on the required effective date of January 1, 2019 utilizing the modified retrospective transition method with no restatement of prior periods or cumulative adjustment to accumulated deficit. The Company has elected the package of practical expedients, which allows the Company not to reassess (1) whether any expired or existing contracts as of the adoption date are or contain a lease, (2) lease classification for any expired or existing leases as of the adoption date and (3) initial direct costs for any existing leases as of the adoption date. The Company elected to combine lease and non-lease components, elected not to record leases with an initial term of twelve months or less on the balance sheet and will recognize the associated lease payments in the consolidated statements of operations on a straight-line basis over the lease term. The Company did not elect to apply the hindsight practical expedient when determining lease term and assessing impairment of right-of-use assets. The adoption of ASC 842 on January 1, 2019 resulted in the recognition of an operating lease asset of approximately $613 and operating lease liabilities of approximately $623 , with no impact to operating expense, net loss, or basic and diluted loss per common share for the year ended December 31, 2019. The impact to the consolidated balance sheet upon adoption of ASC 842 is as follows: As Previously Reported December 31, 2018 ASC 842 Adoption Adjustment As Reported Under ASC 842 January 1, 2019 Prepaid expenses and other current assets $ 1,392 $ (28 ) $ 1,364 Other noncurrent assets 32 613 645 Accrued expenses and other current liabilities 1,543 243 1,786 Other noncurrent liabilities 39 342 381 See Note 7, Leases , for more information on leases. Recent Accounting Pronouncements Not Yet Adopted Financial Instruments - Credit Losses In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13) . ASU 2016-13 is a new standard intended to improve reporting requirements specific to loans, receivables and other financial instruments. ASU 2016-13 requires that credit losses on financial assets measured at amortized cost be determined using an expected loss model, instead of the current incurred loss model, and requires that credit losses related to available-for-sale debt securities be recorded through an allowance for credit losses and limited to the amount by which carrying value exceeds fair value. ASU 2016-13 also requires enhanced disclosure of credit risk associated with financial assets. The effective date of ASU 2016-13 was deferred by ASU 2019-09, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842)—Effective Dates to the annual period beginning after December 15, 2022 for companies that (i) meet the definition of an SEC filer and (ii) are eligible to be smaller reporting companies, both as defined by the SEC, with early adoption permitted. The Company is currently assessing the impact of adoption of ASU 2016-13 to its consolidated financial statements. |
Fair Value Measurements | ASC Topic 820, Fair Value Measurement , establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value, as follows: Level 1 Inputs - unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date; Level 2 Inputs - other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability; and Level 3 Inputs - unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. Assets and liabilities measured at fair value on a recurring basis as of December 31, 2019 are as follows: Total Level 1 Level 2 Level 3 Assets Cash equivalents: Money market funds $ 31,078 $ 31,078 $ — $ — Commercial paper 2,498 — 2,498 — Short-term investments: Commercial paper 11,433 — 11,433 — Corporate notes/bonds 36,597 — 36,597 — U.S. Treasuries 4,512 — 4,512 — U.S. Government agency securities 9,784 — 9,784 — Total financial assets $ 95,902 $ 31,078 $ 64,824 $ — Liabilities Common stock warrant liability $ 414 $ — $ — $ 414 Total financial liabilities $ 414 $ — $ — $ 414 Assets and liabilities measured at fair value on a recurring basis as of December 31, 2018 are as follows: Total Level 1 Level 2 Level 3 Assets Cash equivalents: Money market funds $ 21,459 $ 21,459 $ — $ — Total financial assets $ 21,459 $ 21,459 $ — $ — Liabilities Common stock warrant liability $ 797 $ — $ — $ 797 Total financial liabilities $ 797 $ — $ — $ 797 The Company uses the market approach and Level 1 and Level 2 inputs to value its cash equivalents and Level 2 inputs to value its short-term investments. The Company’s common stock warrant liability (refer to Note 8, Stockholders’ Equity , for more information) is classified within Level 3 of the fair value hierarchy. The fair value of the common stock warrant liability was determined using the Black-Scholes option-pricing model. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | The impact to the consolidated balance sheet upon adoption of ASC 842 is as follows: As Previously Reported December 31, 2018 ASC 842 Adoption Adjustment As Reported Under ASC 842 January 1, 2019 Prepaid expenses and other current assets $ 1,392 $ (28 ) $ 1,364 Other noncurrent assets 32 613 645 Accrued expenses and other current liabilities 1,543 243 1,786 Other noncurrent liabilities 39 342 381 |
Supplemental Balance Sheet In_2
Supplemental Balance Sheet Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Supplemental Balance Sheet Information [Abstract] | |
Schedule of Prepaid and Other Current Assets | Prepaid expenses and other current assets December 31 2019 2018 Prepaid insurance $ 533 $ 353 Prepaid clinical, contract research and manufacturing costs 481 293 Interest receivable 236 — Other 705 746 Prepaid expenses and other current assets $ 1,955 $ 1,392 |
Property, Plant and Equipment | Property and equipment, net December 31, 2019 2018 Scientific equipment $ 2,795 $ 1,979 Leasehold improvements 192 192 Furniture and fixtures 41 41 Computers and software 32 26 Construction in process 356 12 Property and equipment, gross 3,416 2,250 Less: accumulated depreciation (1,317 ) (1,189 ) Property and equipment, net $ 2,099 $ 1,061 |
Schedule of Accrued Liabilities | Accrued expenses and other current liabilities December 31, 2019 2018 Accrued payroll-related expenses $ 920 $ 899 Accrued clinical, contract research and manufacturing costs 515 102 Operating lease liability 292 — Accrued legal expenses 254 189 Other accrued expenses 454 353 Accrued expenses and other current liabilities $ 2,435 $ 1,543 |
Schedule of Other Assets, Noncurrent | Other noncurrent assets December 31, 2019 2018 Operating lease asset $ 356 $ — Other 32 32 Other noncurrent assets $ 388 $ 32 |
Other Noncurrent Liabilities | Other noncurrent liabilities December 31, 2019 2018 Operating lease liability $ 59 $ — Other — 39 Other noncurrent liabilities $ 59 $ 39 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Investments, Debt and Equity Securities [Abstract] | |
Investment | The following table summarizes the contract maturity of the available-for-sale securities the Company held as of December 31, 2019: One year or less 57 % After one year but within two years 43 % Total 100 % |
Debt Securities, Available-for-sale | The amortized cost, gross unrealized holding gains, gross unrealized holding losses and fair value of cash equivalents and available-for-sale securities by type of security at December 31, 2019 were as follows: December 31, 2019 Amortized Costs Gross Unrealized Holding Gains Gross Unrealized Holding Losses Fair Value Commercial paper $ 13,932 $ 1 $ (2 ) $ 13,931 Corporate notes/bonds 36,620 1 (24 ) 36,597 U.S. Treasuries 4,513 — (1 ) 4,512 U.S. Government agency securities 9,786 — (2 ) 9,784 $ 64,851 $ 2 $ (29 ) $ 64,824 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Principal Maturities of Long-term Debt | At December 31, 2019, the principal maturities of the long-term debt were as follows: December 31, 2019 2020 $ 5,000 Principal balance outstanding 5,000 less: unamortized discount (34 ) less: unamortized debt issuance costs (1 ) Long-term debt 4,965 Current portion 4,965 Noncurrent portion $ — |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Operating Lease Balance Sheet Presentation | The following table summarizes the presentation in the Company’s consolidated balance sheets of its operating leases: December 31, Assets: Operating lease asset $ 356 Liabilities: Operating lease liability $ 292 Operating lease liability, noncurrent 59 Total operating lease liability $ 351 |
Lease Costs | Information related to the Company's operating lease asset and related operating lease liabilities were as follows: December 31, 2019 Remaining lease term (1) 1.2 years Discount rate 16.1 % (1) Does not include a renewal term beyond February 28, 2021. Renewal terms are included in the lease term when it is reasonably certain that the Company will exercise the option. The following table summarizes lease costs in the Company’s consolidated statement of operations: December 31, 2019 Operating lease costs $ 336 Short term lease costs 100 Variable lease costs 344 Total lease costs $ 780 |
Schedule of Future Minimum Rental Payments | Maturities of the Company’s lease liability as of December 31, 2019 were as follows: Years Ending December 31, Operating Leases 2020 $ 324 2021 59 Total $ 383 Less: imputed interest (32 ) Total lease liability $ 351 Current operating lease liability $ 292 Noncurrent operating lease liability 59 Total lease liability $ 351 |
Schedule of Lease Expense - ASC 840 | Lease expense consisted of the following during the year ended December 31, 2018: December 31, 2018 Straight-line rent expense $ 332 Contingent rent expense 298 Total rent expense $ 630 |
Future Minimum Lease Payments - ASC 840 | The future minimum lease payments under the Company’s operating leases as of December 31, 2018, were as follows: Years Ending December 31, Operating Leases 2019 $ 347 2020 353 2021 59 Total $ 759 |
Stockholders' Equity Stockholde
Stockholders' Equity Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following table summarizes the changes in each component of accumulated other comprehensive loss, net of tax, for 2019: Unrealized gains (losses) on short-term investments Total Balance at December 31, 2018 $ — $ — Other comprehensive income (loss) before reclassifications (27 ) (27 ) Net current period other comprehensive loss (27 ) (27 ) Balance at December 31, 2019 $ (27 ) $ (27 ) |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Equity-Based Compensation Expense Classification in Statement of Operations | Equity-based compensation expense is classified in the statements of operations as follows: Year Ended December 31, 2019 2018 Research and development expense $ 535 $ 485 General and administrative expense 1,305 1,324 $ 1,840 $ 1,809 |
Assumptions Used to Determine Fair Value of Common Stock Option Grants | The fair value of the underlying common stock and the exercise price for the common stock options granted during the years ended December 31, 2019 and 2018 are summarized in the table below: Common Stock Options Granted During Period Ended: Fair Value of Underlying Common Stock Exercise Price of Common Stock Option Year ended December 31, 2019 $2.32 to $3.05; weighted avg. $2.86 $2.32 to $3.05; weighted avg. $2.86 Year ended December 31, 2018 $3.00 to $5.82; weighted avg. $3.45 $3.00 to $5.82; weighted avg. $3.45 In addition to an assumption on the expected term of the option grants as discussed below, application of the Black-Scholes model requires additional inputs for which the Company has assumed the values described in the table below: Year Ended December 31, 2019 2018 Expected term 5.3 to 6.1 years 5.3 to 6.0 years Risk-free interest rate 1.55% to 2.56%; weighted avg. 1.94% 2.72% to 2.87%; weighted avg. 2.78% Expected volatility 80.2% to 86.7%; weighted avg. 82.6% 78.1% to 82.4%; weighted avg. 80.6% Forfeiture rate 5 % 5 % Expected dividend yield — % — % |
Common Stock Option Activity | A summary of common stock option activity as of the periods indicated is as follows: Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (years) Aggregate Intrinsic Value (thousands) Outstanding - December 31, 2018 4,891,588 $ 2.22 7.3 $ 7,330 Granted 1,244,009 2.86 Exercised (86,263 ) 0.87 Forfeited (351,620 ) 2.90 Outstanding - December 31, 2019 5,697,714 $ 2.34 6.7 $ 4,625 Exercisable - December 31, 2019 3,972,087 $ 2.01 5.7 $ 4,550 Vested and Expected to Vest - December 31, 2019 5,577,282 $ 2.32 6.7 $ 4,620 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | The differences between income taxes computed using the U.S. federal income tax rate and the provision for income taxes are as follows: Year Ended December 31, 2019 2018 Federal income tax expense at statutory rate $ (5,524 ) 21.0 % $ (4,707 ) 21.0 % State income tax expense at statutory rate (1,934 ) 7.3 (1,595 ) 7.1 Permanent differences 113 (0.4 ) 243 (1.1 ) Change in valuation allowance 7,345 (27.9 ) 6,059 (27.0 ) $ — — % $ — — % |
Schedule of Deferred Tax Assets and Liabilities | The significant components of the Company’s net deferred tax assets are as follows: December 31, 2019 2018 Deferred Tax Assets Net operating losses $ 22,340 $ 14,827 Intangibles 169 187 Accrued expenses 80 271 Operating lease liability 108 — Equity-based compensation 1,023 796 Other 5 204 Less: Valuation allowance (23,567 ) (16,225 ) Total deferred tax assets 158 60 Deferred Tax Liabilities Fixed assets and other (57 ) (60 ) Operating lease asset (101 ) — Total deferred tax liabilities (158 ) (60 ) Deferred taxes, net $ — $ — |
Loss Per Common Share (Tables)
Loss Per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Computation of Loss Per Common Share | The following is the computation of loss per common share for the years ended December 31, 2019 and 2018: Year Ended December 31, 2019 2018 Net loss $ (26,303 ) $ (22,413 ) Weighted-average basic and diluted common shares outstanding 57,671,734 41,189,177 Loss per share - basic and diluted $ (0.46 ) $ (0.54 ) |
Antidilutive Securities | The outstanding securities presented below were excluded from the calculation of net loss per common share, because such securities would have been anti-dilutive due to the Company’s net loss per share during the periods ending on the dates presented: December 31, 2019 2018 Options to purchase common stock 5,697,714 4,891,588 Warrants to purchase common stock 413,320 413,320 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | Assets and liabilities measured at fair value on a recurring basis as of December 31, 2019 are as follows: Total Level 1 Level 2 Level 3 Assets Cash equivalents: Money market funds $ 31,078 $ 31,078 $ — $ — Commercial paper 2,498 — 2,498 — Short-term investments: Commercial paper 11,433 — 11,433 — Corporate notes/bonds 36,597 — 36,597 — U.S. Treasuries 4,512 — 4,512 — U.S. Government agency securities 9,784 — 9,784 — Total financial assets $ 95,902 $ 31,078 $ 64,824 $ — Liabilities Common stock warrant liability $ 414 $ — $ — $ 414 Total financial liabilities $ 414 $ — $ — $ 414 Assets and liabilities measured at fair value on a recurring basis as of December 31, 2018 are as follows: Total Level 1 Level 2 Level 3 Assets Cash equivalents: Money market funds $ 21,459 $ 21,459 $ — $ — Total financial assets $ 21,459 $ 21,459 $ — $ — Liabilities Common stock warrant liability $ 797 $ — $ — $ 797 Total financial liabilities $ 797 $ — $ — $ 797 |
Schedule of Assumptions used to Estimate Fair Value of Warrant Liability | The following weighted-average assumptions were used to estimate the fair value of the common stock warrant liability at December 31, 2019: December 31, 2019 Expected term 1.3 Risk-free interest rate 1.58 % Expected volatility 81.84 % Expected dividend yield — % |
Reconciliation of Liabilities Measured at Fair Value on a Recurring Basis | The following is a reconciliation of the Company’s liabilities measured at fair value on a recurring basis using unobservable inputs (Level 3) for the years ended December 31, 2019 and 2018: Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Common Stock Warrant Liability Balance at December 31, 2017 $ 523 Gain included in other income (expense), net 274 Balance at December 31, 2018 $ 797 Loss included in other income (expense), net (383 ) Balance at December 31, 2019 $ 414 |
Quarterly Financial Data (Una_2
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information | Selected quarterly financial data for the years ended December 31, 2019 and 2018 are as follows: 2019 First Quarter Second Quarter Third Quarter Fourth Quarter Revenue $ 25 $ 434 $ 527 $ 310 Net loss (1) (2) (5,286 ) (5,220 ) (5,816 ) (9,981 ) Basic and diluted loss per common share $ (0.12 ) $ (0.12 ) $ (0.09 ) $ (0.13 ) 2018 First Quarter Second Quarter Third Quarter Fourth Quarter Revenue $ 36 $ 19 $ 57 $ 6 Net loss (1) (5,509 ) (6,825 ) (5,324 ) (4,755 ) Basic and diluted loss per common share $ (0.14 ) $ (0.17 ) $ (0.13 ) $ (0.11 ) ___________ (1) - Net loss includes a non-cash unrealized gain (loss) related to the fair value adjustment of the common stock warrant liability of $370 , $(113) , $103 , $24 in the three months ended March 31, 2019, June 30, 2019, September 30, 2019, and December 31, 2019 and ($128) , ($915) , $581 , and $186 in the three months ended March 31, 2018, June 30, 2018, September 30, 2018, and December 31, 2018, respectively. (2) - Net loss in the three months ended December 31, 2019 includes $3,750 of research and development expense related to license fees owed to Northwestern University in connection with the receipt of the Allergan Upfront Payment during that period. Refer to Note 3, Collaborative Research and License Agreements for more information on the Allergan Upfront Payment and Note 14, Commitments and Contingencies for more information on the Northwestern University License Agreements. |
Description of Business and B_2
Description of Business and Basis of Presentation - Description of Business (Details) $ in Thousands | Sep. 26, 2017shares | Dec. 31, 2019USD ($)shares | Dec. 31, 2018shares |
Conversion of Stock [Line Items] | |||
Common stock, shares outstanding (in shares) | 86,069,263 | 44,358,000 | |
Accumulated deficit generated, since inception | $ | $ 100,134 | ||
Common and Preferred Stock, Excluding Series C Preferred Stock Converted into Max-1 Common Stock | |||
Conversion of Stock [Line Items] | |||
Conversion ratio | 0.49649 | ||
Series C Preferred Stock Converted into Max-1 Common Stock | |||
Conversion of Stock [Line Items] | |||
Conversion ratio | 0.7666652 | ||
Pre-Merger Shareholders | Investor | |||
Conversion of Stock [Line Items] | |||
Common stock, shares outstanding (in shares) | 2,080,000 | ||
Pre-Merger Shareholders | Common Stock | Investor | |||
Conversion of Stock [Line Items] | |||
Conversion of stock, shares issued (in shares) | 26,666,627 | ||
Exicure OpCo 2015 Equity Incentive Plan | |||
Conversion of Stock [Line Items] | |||
Number of options converted (in shares) | 7,414,115 | ||
Exicure, Inc. 2017 Equity Incentive Plan | |||
Conversion of Stock [Line Items] | |||
Conversion grants in period (in shares) | 3,680,997 |
Significant Accounting Polici_4
Significant Accounting Policies - Property and Equipment (Details) - USD ($) | 12 Months Ended | 97 Months Ended |
Dec. 31, 2019 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | ||
Impairment losses | $ 0 | |
Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 3 years | |
Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 7 years |
Significant Accounting Polici_5
Significant Accounting Policies - Revenue, Segments and Geographic Information (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019segment | Jan. 01, 2018USD ($) | Dec. 31, 2017USD ($) | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Adoption of new accounting standard - ASC 606 | $ | $ 1,034 | ||
Number of reporting segments | segment | 1 | ||
Number of operating segments | segment | 1 | ||
Purdue Collaboration | Collaborative Arrangement | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Adoption of new accounting standard - ASC 606 | $ | $ 1,034 |
Significant Accounting Polici_6
Significant Accounting Policies - Recently Adopted Accounting Pronouncements (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease, right-of-use asset | $ 356 | ||
Operating lease, liability | 351 | ||
Prepaid expenses and other current assets | 1,955 | $ 1,364 | $ 1,392 |
Other noncurrent assets | 388 | 645 | 32 |
Accrued expenses and other current liabilities | 2,435 | 1,786 | 1,543 |
Other noncurrent liabilities | $ 59 | 381 | $ 39 |
ASC 842 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease, right-of-use asset | 613 | ||
Operating lease, liability | 623 | ||
Prepaid expenses and other current assets | (28) | ||
Other noncurrent assets | 613 | ||
Accrued expenses and other current liabilities | 243 | ||
Other noncurrent liabilities | $ 342 |
Collaborative Research and Li_2
Collaborative Research and License Agreements (Details) $ in Thousands | Nov. 13, 2019USD ($)agreements | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2019USD ($)target | Dec. 31, 2018USD ($) |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Current portion of deferred revenue | $ 21,873 | $ 0 | $ 21,873 | $ 0 | |||||||
Deferred revenue, noncurrent | 2,956 | 0 | 2,956 | 0 | |||||||
Collaboration revenue | 310 | $ 527 | $ 434 | $ 25 | $ 6 | $ 57 | $ 19 | $ 36 | $ 1,296 | 118 | |
Allergan Collaboration | Collaborative Arrangement | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Number of collaboration programs | 2 | 2 | |||||||||
Collaboration agreement, term | 5 years | ||||||||||
Non-refundable upfront payment received for research agreement | $ 25,000 | ||||||||||
Option exercise fee | 10,000 | ||||||||||
Extended option, additional exercise fee | $ 10,000 | ||||||||||
Termination period upon written notice | 90 days | ||||||||||
Deferred revenue | 24,829 | $ 24,829 | |||||||||
Current portion of deferred revenue | 21,873 | 21,873 | |||||||||
Deferred revenue, noncurrent | 2,956 | 2,956 | |||||||||
Licensing fees incurred | $ 3,750 | ||||||||||
Collaboration revenue | 171 | ||||||||||
Allergan Collaboration | Maximum | Collaborative Arrangement | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Development milestone payment | $ 55,000 | ||||||||||
Product approval and launch milestone payment | 132,500 | ||||||||||
Sales milestone payment | 175,000 | ||||||||||
Dermelix License Agreement | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Aggregate regulatory milestone revenue | 13,500 | ||||||||||
Potential milestone revenue | $ 152,500 | ||||||||||
Dermelix License Agreement | Collaborative Arrangement | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Collaboration agreement, term | 6 years | ||||||||||
Non-refundable upfront payment received for research agreement | $ 1,000 | ||||||||||
Option exercise fee | $ 1,000 | ||||||||||
Number of additional collaboration targets | target | 5 | ||||||||||
Collaboration development expenses | $ 1,000 | ||||||||||
Period to exercise upon commencement of SNA technology development | 30 days | ||||||||||
Collaboration revenue | $ 1,125 | ||||||||||
Purdue Collaboration | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Collaboration revenue | $ 0 | $ 118 | |||||||||
Development and Commercialization License | Allergan Collaboration | Collaborative Arrangement | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Option exercise fee | $ 15,000 |
Supplemental Balance Sheet In_3
Supplemental Balance Sheet Information - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Supplemental Balance Sheet Information [Abstract] | |||
Prepaid insurance | $ 533 | $ 353 | |
Prepaid clinical, contract research and manufacturing costs | 481 | 293 | |
Interest receivable | 236 | 0 | |
Other | 705 | 746 | |
Prepaid expenses and other current assets | $ 1,955 | $ 1,364 | $ 1,392 |
Supplemental Balance Sheet In_4
Supplemental Balance Sheet Information - Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 3,416 | $ 2,250 |
Less: accumulated depreciation | (1,317) | (1,189) |
Property and equipment, net | 2,099 | 1,061 |
Depreciation and amortization | 392 | 358 |
Scientific equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 2,795 | 1,979 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 192 | 192 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 41 | 41 |
Computers and software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 32 | 26 |
Construction in process | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 356 | $ 12 |
Supplemental Balance Sheet In_5
Supplemental Balance Sheet Information - Noncurrent Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Supplemental Balance Sheet Information [Abstract] | |||
Operating lease asset | $ 356 | ||
Other | 32 | $ 32 | |
Other noncurrent assets | $ 388 | $ 645 | $ 32 |
Supplemental Balance Sheet In_6
Supplemental Balance Sheet Information - Accrued Expense and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Supplemental Balance Sheet Information [Abstract] | |||
Accrued payroll-related expenses | $ 920 | $ 899 | |
Accrued clinical, contract research and manufacturing costs | 515 | 102 | |
Operating lease liability | 292 | ||
Accrued legal expenses | 254 | 189 | |
Other accrued expenses | 454 | 353 | |
Accrued expenses and other current liabilities | $ 2,435 | $ 1,786 | $ 1,543 |
Supplemental Balance Sheet In_7
Supplemental Balance Sheet Information - Noncurrent Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Supplemental Balance Sheet Information [Abstract] | |||
Noncurrent operating lease liability | $ 59 | ||
Other | 0 | $ 39 | |
Other noncurrent liabilities | $ 59 | $ 381 | $ 39 |
Investments - Contract Maturity
Investments - Contract Maturity of Available for Sale Securities (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Investments, Debt and Equity Securities [Abstract] | |
Debt securities, available for sale, current, percent | 57.00% |
Debt Securities, AvaiDebt securities, available for sale, noncurrent, percentlable For Sale, Noncurrent, Percent | 43.00% |
Debt securities, available for sale, percent | 100.00% |
Investments - Fair Value, Avail
Investments - Fair Value, Available for Sale Securities (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Debt Securities, Available-for-sale [Line Items] | |
Fair Value | $ 64,824 |
Investments - Debt Securities,
Investments - Debt Securities, Available for sale (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Debt Securities, Available-for-sale [Line Items] | |
Amortized Costs | $ 64,851 |
Gross Unrealized Holding Gains | 2 |
Gross Unrealized Holding Losses | (29) |
Fair Value | 64,824 |
Commercial paper | |
Debt Securities, Available-for-sale [Line Items] | |
Amortized Costs | 13,932 |
Gross Unrealized Holding Gains | 1 |
Gross Unrealized Holding Losses | (2) |
Fair Value | 13,931 |
Corporate notes/bonds | |
Debt Securities, Available-for-sale [Line Items] | |
Amortized Costs | 36,620 |
Gross Unrealized Holding Gains | 1 |
Gross Unrealized Holding Losses | (24) |
Fair Value | 36,597 |
U.S. Treasuries | |
Debt Securities, Available-for-sale [Line Items] | |
Amortized Costs | 4,513 |
Gross Unrealized Holding Gains | 0 |
Gross Unrealized Holding Losses | (1) |
Fair Value | 4,512 |
U.S. Government agency securities | |
Debt Securities, Available-for-sale [Line Items] | |
Amortized Costs | 9,786 |
Gross Unrealized Holding Gains | 0 |
Gross Unrealized Holding Losses | (2) |
Fair Value | $ 9,784 |
Investments Narrative (Details)
Investments Narrative (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Costs | $ 64,851,000 | |
Fair Value | $ 64,824,000 | |
Money market funds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | $ 21,459,000 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | Mar. 08, 2019 | Jan. 15, 2018 | Feb. 17, 2016 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2020 |
Debt Instrument [Line Items] | ||||||
Unamortized debt issuance costs | $ 1,000 | |||||
Payment of long-term debt fees and issuance costs | 283,000 | $ 26,000 | ||||
Long-term debt | 4,965,000 | 4,925,000 | ||||
Interest paid | $ 597,000 | $ 572,000 | ||||
Hercules Technology Growth Capital | ||||||
Debt Instrument [Line Items] | ||||||
Payment of long-term debt fees and issuance costs | $ 52,000 | |||||
Debt issuance costs incurred, noncash transaction | $ 100,000 | |||||
Hercules Technology Growth Capital | Secured Debt | Loans Payable | ||||||
Debt Instrument [Line Items] | ||||||
Loan facility | $ 10,000,000 | |||||
Initial draw amount | 6,000,000 | |||||
Proceeds net of issuance costs | $ 5,839,000 | |||||
Debt payments deferred, consecutive period | 13 months | |||||
Hercules Technology Growth Capital | Secured Debt | Loans Payable | Prime Rate | ||||||
Debt Instrument [Line Items] | ||||||
Floating interest rate (as a percent) | 9.95% | |||||
Reduction of prime rate (as a percent) | 3.50% | |||||
Minimum | Hercules Technology Growth Capital | Secured Debt | Loans Payable | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate, stated percentage | 9.95% | |||||
Fees at Issuance | Hercules Technology Growth Capital | Secured Debt | Loans Payable | ||||||
Debt Instrument [Line Items] | ||||||
Unamortized debt issuance costs | $ 161,000 | |||||
Fees at Maturity | Hercules Technology Growth Capital | Secured Debt | Loans Payable | ||||||
Debt Instrument [Line Items] | ||||||
Unamortized debt issuance costs | $ 231,000 | |||||
Scenario, Forecast | Hercules Technology Growth Capital | Secured Debt | Loans Payable | ||||||
Debt Instrument [Line Items] | ||||||
Amortization of principal and interest, consecutive period | 18 months |
Debt - Principal Maturities of
Debt - Principal Maturities of Long-Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
2020 | $ 5,000 | |
Principal balance outstanding | 5,000 | |
less: unamortized discount | (34) | |
less: unamortized debt issuance costs | (1) | |
Long-term debt | 4,965 | $ 4,925 |
Current portion | 4,965 | 0 |
Noncurrent portion | $ 0 | $ 4,925 |
Leases - Balance Sheet Presenta
Leases - Balance Sheet Presentation (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Assets: | |
Operating lease asset | $ 356 |
Liabilities: | |
Operating lease liability | 292 |
Operating lease liability, noncurrent | 59 |
Total operating lease liability | $ 351 |
Leases - Right of Use Asset Inf
Leases - Right of Use Asset Information (Details) | Dec. 31, 2019 |
Leases [Abstract] | |
Remaining lease term | 1 year 2 months |
Discount rate | 16.10% |
Leases - Lease Costs (Details)
Leases - Lease Costs (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating lease costs | $ 336 |
Short term lease costs | 100 |
Variable lease costs | 344 |
Total lease costs | 780 |
Operating lease payments | $ 847 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Rental Payments (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Leases [Abstract] | |
2020 | $ 324 |
2021 | 59 |
Total | 383 |
Less: imputed interest | (32) |
Total lease liability | 351 |
Current operating lease liability | 292 |
Noncurrent operating lease liability | $ 59 |
Leases - Rent Expense (Details)
Leases - Rent Expense (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Leases [Abstract] | |
Straight-line rent expense | $ 332 |
Contingent rent expense | 298 |
Total rent expense | $ 630 |
Leases Leases - Schedule of Fut
Leases Leases - Schedule of Future Minimum Rental Payments-2018 (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Leases [Abstract] | |
2019 | $ 347 |
2020 | 353 |
2021 | 59 |
Total | $ 759 |
Stockholders' Equity - Current
Stockholders' Equity - Current Capitalization (Details) | Dec. 31, 2019vote_per_share$ / sharesshares | Dec. 31, 2018$ / sharesshares |
Equity [Abstract] | ||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Common stock, shares issued (in shares) | 86,069,263 | 44,358,000 |
Common stock, shares outstanding (in shares) | 86,069,263 | 44,358,000 |
Common stock, voting rights for each share | vote_per_share | 1 |
Stockholders' Equity - 2019 Sto
Stockholders' Equity - 2019 Stock Offerings (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 06, 2020 | Dec. 23, 2019 | Aug. 02, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Class of Stock [Line Items] | |||||
Proceeds from common stock offering | $ 90,750 | $ 22,001 | |||
Common Stock Issued December 2019 | |||||
Class of Stock [Line Items] | |||||
Issuance of stock, net (in shares) | 10,000,000 | ||||
Price per share in sale of stock (in dollars per share) | $ 2.75 | ||||
Proceeds from common stock offering | $ 27,500 | ||||
Stock issuance costs | $ 2,156 | ||||
Underwritten Public Offering | |||||
Class of Stock [Line Items] | |||||
Issuance of stock, net (in shares) | 31,625,000 | ||||
Price per share in sale of stock (in dollars per share) | $ 2 | ||||
Additional shares issued (in shares) | 4,125,000 | ||||
Proceeds from common stock offering | $ 63,250 | ||||
Stock issuance costs | $ 4,384 | ||||
Subsequent Event | Common Stock Issued December 2019 | |||||
Class of Stock [Line Items] | |||||
Issuance of stock, net (in shares) | 1,081,184 | ||||
Price per share in sale of stock (in dollars per share) | $ 2.75 | ||||
Proceeds from common stock offering | $ 2,973 | ||||
Stock issuance costs | $ 178 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 22, 2018 | Feb. 01, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Oct. 05, 2018 | Dec. 31, 2017 |
Class of Stock [Line Items] | ||||||
Proceeds from common stock offering | $ 90,750 | $ 22,001 | ||||
Issuance of common stock to consultants, net (in shares) | 145,466 | |||||
Private Placement | ||||||
Class of Stock [Line Items] | ||||||
Shares issued in sale of stock (in shares) | 4,889,217 | |||||
Price per share in sale of stock (in dollars per share) | $ 4.50 | |||||
Proceeds from common stock offering | $ 22,001 | |||||
Stock issuance costs | 1,931 | |||||
Proceeds received from sale of stock | $ 20,070 | |||||
Issuance of stock, net (in shares) | 4,889,217 | |||||
Payments to private placement agents for private placement | $ 1,680 | |||||
Expenses reimbursed to placement agents | $ 87 | |||||
Number of shares called by warrants (in shares) | 413,320 | 413,320 | ||||
Exercise price (in dollars per share) | $ 3 | |||||
Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Shares registered for resale (in shares) | 5,034,683 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock Warrants (Details) - Private Placement - $ / shares | Dec. 31, 2019 | Dec. 31, 2017 |
Class of Stock [Line Items] | ||
Number of shares called by warrants (in shares) | 413,320 | 413,320 |
Exercise price (in dollars per share) | $ 3 |
Stockholders' Equity - Accumula
Stockholders' Equity - Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | $ 20,952 | $ 19,975 |
Net current period other comprehensive loss | (27) | 0 |
Ending balance | 80,747 | 20,952 |
Unrealized gains (losses) on short-term investments | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | 0 | |
Other comprehensive income (loss) before reclassifications | 0 | |
Net current period other comprehensive loss | (27) | |
Ending balance | (27) | 0 |
Accumulated Other Comprehensive Loss | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | 0 | |
Other comprehensive income (loss) before reclassifications | (27) | |
Net current period other comprehensive loss | (27) | |
Ending balance | $ (27) | $ 0 |
Equity-Based Compensation - Nar
Equity-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 22, 2017 | Oct. 06, 2015 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 01, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Compensation cost not yet recognized | $ 3,375 | ||||
Compensation expense recognition period | 2 years 8 months 12 days | ||||
Weighted-average grant date fair value (in dollars per share) | $ 2.01 | $ 2.40 | |||
Intrinsic value of options exercised | $ 172 | $ 44 | |||
Exicure, Inc. 2017 Equity Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares authorized (in shares) | 5,842,525 | ||||
Number of shares available for grant (in shares) | 2,169,905 | 36,054 | |||
Potential maximum additional shares (in shares) | 4,600,000 | ||||
Percentage of common stock outstanding | 5.00% | 5.00% | |||
Exicure, Inc. 2017 Equity Incentive Plan | Employee Stock Option ( in shares) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expiration period | 10 years | ||||
Exicure, Inc. 2017 Equity Incentive Plan | Employee Stock Option ( in shares) | Subsequent Event | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares available for grant (in shares) | 4,303,463 | ||||
Exicure, Inc. 2017 Equity Incentive Plan | Initial Employee Stock Option | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 48 months | ||||
Exicure, Inc. 2017 Equity Incentive Plan | Subsequent Employee Stock Option | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 48 months | ||||
Exicure OpCo 2015 Equity Incentive Plan | Employee Stock Option ( in shares) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares available for grant (in shares) | 3,683,817 | ||||
Share-based Compensation Award, Tranche One | Exicure, Inc. 2017 Equity Incentive Plan | Initial Employee Stock Option | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage | 25.00% | ||||
Share-based Compensation Award, Tranche Two | Initial Employee Stock Option | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage | 2.08% | ||||
Share-based Compensation Award, Tranche Two | Subsequent Employee Stock Option | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage | 2.08% | ||||
Non-employee Director | Exicure, Inc. 2017 Equity Incentive Plan | Initial Employee Stock Option | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 36 months | ||||
Non-employee Director | Exicure, Inc. 2017 Equity Incentive Plan | Subsequent Employee Stock Option | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 12 months | ||||
Non-employee Director | Exicure OpCo 2015 Equity Incentive Plan | Initial Employee Stock Option | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage | 2.77% | ||||
Non-employee Director | Exicure OpCo 2015 Equity Incentive Plan | Subsequent Employee Stock Option | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage | 8.30% |
Equity-Based Compensation - Sch
Equity-Based Compensation - Schedule of Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 1,840 | $ 1,809 |
Research and development expense | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 535 | 485 |
General and administrative expense | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 1,305 | $ 1,324 |
Equity-Based Compensation - Ass
Equity-Based Compensation - Assumptions Used for Fair Value Measurement (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Forfeiture rate | 5.00% | 5.00% |
Expected dividend yield | 0.00% | 0.00% |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term | 5 years 3 months 18 days | 5 years 3 months 18 days |
Risk-free interest rate | 1.55% | 2.72% |
Expected volatility rate | 80.20% | 78.10% |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term | 6 years 1 month 6 days | 6 years |
Risk-free interest rate | 2.56% | 2.87% |
Expected volatility rate | 86.70% | 82.40% |
Weighted Average | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 1.94% | 2.78% |
Expected volatility rate | 82.60% | 80.60% |
Equity-Based Compensation - Fai
Equity-Based Compensation - Fair Value of Underlying Common Stock and Exercise Price of Stock Options (Details) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fair Value of Underlying Common Stock (dollars per share) | $ 2.32 | $ 3 |
Exercise Price of Common Stock Option (dollars per share) | 2.32 | 3 |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fair Value of Underlying Common Stock (dollars per share) | 3.05 | 5.82 |
Exercise Price of Common Stock Option (dollars per share) | 3.05 | 5.82 |
Weighted Average | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fair Value of Underlying Common Stock (dollars per share) | 2.86 | 3.45 |
Exercise Price of Common Stock Option (dollars per share) | $ 2.86 | $ 3.45 |
Equity-Based Compensation - S_2
Equity-Based Compensation - Schedule of Stock Options Rollforward (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Options | ||
Shares outstanding, beginning period | 4,891,588 | |
Granted, shares | 1,244,009 | |
Exercised, shares | (86,263) | |
Forfeited, shares | (351,620) | |
Shares outstanding, ending period | 5,697,714 | 4,891,588 |
Weighted-Average Exercise Price | ||
Weighted-average exercise price, beginning period (dollars per share) | $ 2.22 | |
Weighted-Average exercise price, granted (dollars per share) | 2.86 | |
Weighted-average exercise price, exercised (dollars per share) | 0.87 | |
Weighted-Average exercise price, forfeited (dollars per share) | 2.90 | |
Weighted-average exercise price, ending period (dollars per share) | $ 2.34 | $ 2.22 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||
Weighted-Average Remaining Contractual Term (years) | 6 years 8 months 12 days | 7 years 3 months |
Aggregate Intrinsic Value (thousands) | $ 4,625 | $ 7,330 |
Exercisable, shares | 3,972,087 | |
Exercisable, weighted average exercise price (in usd per share) | $ 2.01 | |
Exercisable, weighted-average remaining contractual term | 5 years 8 months 12 days | |
Exercisable, aggregate intrinsic value | $ 4,550 | |
Vested and expected to vest, shares (in shares) | 5,577,282 | |
Vested and expected to vest, weighted average exercise price (in usd per share) | $ 2.32 | |
Vested and expected to vest, weighted average remaining contractual term | 6 years 8 months 12 days | |
Vested and expected to vest, aggregate intrinsic value | $ 4,620 |
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, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Operating Loss Carryforwards [Line Items] | ||||||||||
Net loss | $ (9,981,000) | $ (5,816,000) | $ (5,220,000) | $ (5,286,000) | $ (4,755,000) | $ (5,324,000) | $ (6,825,000) | $ (5,509,000) | $ (26,303,000) | $ (22,413,000) |
Provision for income tax expense | $ 0 | $ 0 | ||||||||
Effective tax rate | 0.00% | 0.00% | ||||||||
Unrecognized tax benefits | 0 | $ 0 | $ 0 | $ 0 | ||||||
Federal | ||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||
Net operating loss carryforward | 78,987,000 | 78,987,000 | ||||||||
Net operating loss carryforwards, subject to expiration | 31,809,000 | 31,809,000 | ||||||||
Net operating loss carryforwards, not subject to expiration | 47,178,000 | 47,178,000 | ||||||||
State | ||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||
Net operating loss carryforward | $ 76,651,000 | $ 76,651,000 |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate Reconciliation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||
Federal income tax expense at statutory rate | $ (5,524,000) | $ (4,707,000) |
State income tax expense at statutory rate | (1,934,000) | (1,595,000) |
Permanent differences | 113,000 | 243,000 |
Change in valuation allowance | 7,345,000 | 6,059,000 |
Provision for income tax expense | $ 0 | $ 0 |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||
Federal income tax expense at statutory rate | 21.00% | 21.00% |
State income tax expense at statutory rate | 7.30% | 7.10% |
Permanent differences | (0.40%) | (1.10%) |
Change in valuation allowance | (27.90%) | (27.00%) |
Effective tax rate | 0.00% | 0.00% |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred Tax Assets | ||
Net operating losses | $ 22,340,000 | $ 14,827,000 |
Intangibles | 169,000 | 187,000 |
Accrued expenses | 80,000 | 271,000 |
Operating lease liability | 108,000 | 0 |
Equity-based compensation | 1,023,000 | 796,000 |
Other | 5,000 | 204,000 |
Less: Valuation allowance | (23,567,000) | (16,225,000) |
Total deferred tax assets | 158,000 | 60,000 |
Deferred Tax Liabilities | ||
Fixed assets and other | (57,000) | (60,000) |
Operating lease asset | (101,000) | 0 |
Total deferred tax liabilities | (158,000) | (60,000) |
Deferred taxes, net | $ 0 | $ 0 |
Loss Per Common Share - Computa
Loss Per Common Share - Computation of Earnings Per Share (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 | |
Earnings Per Share [Abstract] | ||||||||||
Net loss | $ (9,981) | $ (5,816) | $ (5,220) | $ (5,286) | $ (4,755) | $ (5,324) | $ (6,825) | $ (5,509) | $ (26,303) | $ (22,413) |
Weighted-average basic and diluted common shares outstanding (in shares) | 57,671,734 | 41,189,177 | ||||||||
Loss per share - basic and diluted (in dollars per share) | $ (0.13) | $ (0.09) | $ (0.12) | $ (0.12) | $ (0.11) | $ (0.13) | $ (0.17) | $ (0.14) | $ (0.46) | $ (0.54) |
Loss Per Common Share - Antidil
Loss Per Common Share - Antidilutive Securities (Details) - shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Options to purchase common stock ( in shares) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive shares excluded from computation of weighted-average diluted common shares outstanding (in shares) | 5,697,714 | 4,891,588 |
Warrants to purchase common stock ( in shares) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive shares excluded from computation of weighted-average diluted common shares outstanding (in shares) | 413,320 | 413,320 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of Assets and Liabilities Measured on a Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, available-for-sale | $ 64,824 | |
Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets | 95,902 | $ 21,459 |
Common stock warrant liability | 414 | 797 |
Total financial liabilities | 414 | 797 |
Fair Value, Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets | 31,078 | 21,459 |
Common stock warrant liability | 0 | 0 |
Total financial liabilities | 0 | 0 |
Fair Value, Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets | 64,824 | 0 |
Common stock warrant liability | 0 | 0 |
Total financial liabilities | 0 | 0 |
Fair Value, Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets | 0 | 0 |
Common stock warrant liability | 414 | 797 |
Total financial liabilities | 414 | 797 |
Money market funds | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 31,078 | 21,459 |
Money market funds | Fair Value, Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 21,459 | |
Debt securities, available-for-sale | 31,078 | |
Money market funds | Fair Value, Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Money market funds | Fair Value, Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | $ 0 |
Commercial paper | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 2,498 | |
Commercial paper | Fair Value, Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, available-for-sale | 0 | |
Commercial paper | Fair Value, Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 2,498 | |
Commercial paper | Fair Value, Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | |
Commercial paper | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, available-for-sale | 11,433 | |
Commercial paper | Fair Value, Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, available-for-sale | 0 | |
Commercial paper | Fair Value, Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, available-for-sale | 11,433 | |
Commercial paper | Fair Value, Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, available-for-sale | 0 | |
Corporate notes/bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, available-for-sale | 36,597 | |
Corporate notes/bonds | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, available-for-sale | 36,597 | |
Corporate notes/bonds | Fair Value, Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, available-for-sale | 0 | |
Corporate notes/bonds | Fair Value, Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, available-for-sale | 36,597 | |
Corporate notes/bonds | Fair Value, Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, available-for-sale | 0 | |
U.S. Treasuries | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, available-for-sale | 4,512 | |
U.S. Treasuries | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, available-for-sale | 4,512 | |
U.S. Treasuries | Fair Value, Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, available-for-sale | 0 | |
U.S. Treasuries | Fair Value, Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, available-for-sale | 4,512 | |
U.S. Treasuries | Fair Value, Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, available-for-sale | 0 | |
U.S. Government agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, available-for-sale | 9,784 | |
U.S. Government agency securities | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, available-for-sale | 9,784 | |
U.S. Government agency securities | Fair Value, Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, available-for-sale | 0 | |
U.S. Government agency securities | Fair Value, Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, available-for-sale | 9,784 | |
U.S. Government agency securities | Fair Value, Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, available-for-sale | $ 0 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019USD ($) | Feb. 17, 2016 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Impact of 10% change in expected volatility rate | $ 39 | |
Impact of 10% change in the estimate of fair value of the common stock | $ 81 | |
Expected term | Warrant Liability | Non-Redeemable Preferred Stock | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability, measurement input, term | 2 years | |
Risk-free interest rate | Warrant Liability | Non-Redeemable Preferred Stock | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability, measurement input | 0.0153 | |
Expected volatility | Warrant Liability | Non-Redeemable Preferred Stock | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability, measurement input | 0.7897 | |
Expected dividend yield | Warrant Liability | Non-Redeemable Preferred Stock | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability, measurement input | 0 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assumptions used to Estimate Fair Value of Warrant Liability (Details) - Warrant Liability - Common Stock | Dec. 31, 2019 |
Expected term | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrant liability, measurement input, term | 1 year 3 months |
Risk-free interest rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrant liability, measurement input | 0.0158 |
Expected volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrant liability, measurement input | 0.8184 |
Expected dividend yield | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrant liability, measurement input | 0 |
Fair Value Measurements - Recon
Fair Value Measurements - Reconciliation of Liabilities Measured at Fair Value on a Recurring Basis (Details) - Fair Value Measurements Using Significant Unobservable Inputs (Level 3) - Common Stock - Warrant Liability - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 797 | $ 523 |
Gain (loss) included in other income (expense), net | (383) | 274 |
Ending balance | $ 414 | $ 797 |
Defined Contribution Plan - Nar
Defined Contribution Plan - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Retirement Benefits [Abstract] | ||
Expense recognized on defined contribution savings plan | $ 185 | $ 107 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Commitments and Contingencies [Abstract] | |
Aggregate consideration paid to NU for agreement obligations | $ 8,179 |
Related-Party Transactions - Na
Related-Party Transactions - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Board of Directors | Consulting services | ||
Related Party Transaction [Line Items] | ||
Expenses from transactions with related party | $ 100 | $ 100 |
Quarterly Financial Data (Una_3
Quarterly Financial Data (Unaudited) - Selected Quarterly Financial Data (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 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||||||||
Total revenue | $ 310 | $ 527 | $ 434 | $ 25 | $ 6 | $ 57 | $ 19 | $ 36 | $ 1,296 | $ 118 |
Net loss | $ (9,981) | $ (5,816) | $ (5,220) | $ (5,286) | $ (4,755) | $ (5,324) | $ (6,825) | $ (5,509) | $ (26,303) | $ (22,413) |
Basic and diluted loss per common share (in dollars per share) | $ (0.13) | $ (0.09) | $ (0.12) | $ (0.12) | $ (0.11) | $ (0.13) | $ (0.17) | $ (0.14) | $ (0.46) | $ (0.54) |
Change in fair value of warrant liabilities | $ 24 | $ 103 | $ (113) | $ 370 | $ 186 | $ 581 | $ (915) | $ (128) | $ (383) | $ 274 |
Research and development expense | 19,340 | $ 14,119 | ||||||||
Accounting Standards Update 2014-09 | Difference between Revenue Guidance in Effect before and after Topic 606 | ||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||||||||
Net loss | $ 1,034 | |||||||||
Allergan Collaboration | Collaborative Arrangement | ||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||||||||
Total revenue | $ 171 | |||||||||
Licensing fees incurred | $ 3,750 |
Subsequent Events - Narrative (
Subsequent Events - Narrative (Details) - Subsequent Event $ in Thousands | Mar. 02, 2020USD ($) | Feb. 28, 2020USD ($)ft²squarefeet$ / squarefeet |
Subsequent Event [Line Items] | ||
Operating lease not yet commenced, lease area (square feet) | ft² | 30,085 | |
Operating lease not yet commenced, original term of contract | 10 years | |
Operating lease not yet commenced, number of optional extensions | squarefeet | 2 | |
Operating lease not yet commenced, renewal term | 5 years | |
Operating lease not yet commenced, annual base rate initial 12 months | $ / squarefeet | 37 | |
Operating lease not yet commenced, rent payment initial twelve months | $ 1,113 | |
Operating lease not yet commenced, rental payment over original 10 year term | $ 12,761 | |
Base rent annual percentage increase | 3.00% | |
Landlord contribution towards tenant improvement | $ 3,159 | |
Letters of credit outstanding | 1,200 | |
Operating lease not year commenced, rental payment adjusted for abatement | $ 87 | |
Secured Debt | Loans Payable | Hercules Technology Growth Capital | ||
Subsequent Event [Line Items] | ||
Repayment of long-term debt | $ 5,000 | |
Payment for end of term fee | $ 100 |